Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 26, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-31993 | ||
Entity Registrant Name | STERLING CONSTRUCTION COMPANY, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 25-1655321 | ||
Entity Address, Address Line One | 1800 Hughes Landing Blvd. | ||
Entity Address, City or Town | The Woodlands | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77380 | ||
City Area Code | 281 | ||
Local Phone Number | 214-0800 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | STRL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 286.4 | ||
Entity Common Stock, Shares Outstanding (in shares) | 28,207,557 | ||
Documents Incorporated by Reference | Portions of the Company’s definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on May 5, 2021 are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0000874238 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenues | $ 1,427,412 | $ 1,126,278 | $ 1,037,667 |
Cost of revenues | (1,236,043) | (1,018,484) | (927,335) |
Gross profit | 191,369 | 107,794 | 110,332 |
General and administrative expense | (71,415) | (49,200) | (48,220) |
Intangible asset amortization | (11,436) | (4,695) | (2,400) |
Acquisition related costs | (1,026) | (4,311) | 0 |
Other operating expense, net | (12,600) | (11,837) | (17,101) |
Operating income | 94,892 | 37,751 | 42,611 |
Interest income | 161 | 1,142 | 1,017 |
Interest expense | (29,377) | (16,686) | (12,350) |
Loss on extinguishment of debt | (301) | (7,728) | 0 |
Income before income taxes | 65,375 | 14,479 | 31,278 |
Income tax (expense) benefit | (22,471) | 26,216 | (1,738) |
Net income | 42,904 | 40,695 | 29,540 |
Less: Net income attributable to noncontrolling interests | (598) | (794) | (4,353) |
Net income attributable to Sterling common stockholders | $ 42,306 | $ 39,901 | $ 25,187 |
Net income per share attributable to Sterling common stockholders: | |||
Basic (in dollars per share) | $ 1.52 | $ 1.50 | $ 0.94 |
Diluted (in dollars per share) | $ 1.50 | $ 1.47 | $ 0.93 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 27,859 | 26,671 | 26,903 |
Diluted (in shares) | 28,195 | 27,119 | 27,194 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 42,904 | $ 40,695 | $ 29,540 |
Change in interest rate swap, net of tax (Note 10) | (5,055) | (209) | 0 |
Total comprehensive income | 37,849 | 40,486 | 29,540 |
Less: Net income attributable to noncontrolling interests | (598) | (794) | (4,353) |
Comprehensive income attributable to Sterling common stockholders | $ 37,251 | $ 39,692 | $ 25,187 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents ($26,122 and $7,538 related to variable interest entities (“VIEs”)) | $ 66,185 | $ 45,733 |
Accounts receivable ($25,789 and $19,241 related to VIEs) | 177,424 | 168,872 |
Contract assets ($8,370 and $12,257 related to VIEs) | 84,975 | 94,679 |
Receivables from and equity in construction joint ventures ($9,708 and $7,406 related to VIEs) | 16,653 | 9,196 |
Other current assets ($1,493 and $503 related to VIEs) | 16,306 | 11,790 |
Total current assets | 361,543 | 330,270 |
Property and equipment, net ($6,010 and $5,619 related to VIEs) | 126,668 | 116,030 |
Operating lease right-of-use assets ($4,213 and $3,817 related to VIEs) | 16,515 | 13,979 |
Goodwill ($1,501 and $1,501 related to VIEs) | 192,014 | 191,892 |
Other intangibles, net | 244,887 | 256,323 |
Deferred tax asset, net | 7,817 | 26,012 |
Other non-current assets, net | 3,250 | 183 |
Total assets | 952,694 | 934,689 |
Current liabilities: | ||
Accounts payable ($19,505 and $18,213 related to VIEs) | 95,201 | 137,593 |
Contract liabilities ($17,678 and $8,177 related to VIEs) | 114,019 | 57,760 |
Current maturities of long-term debt ($6,793 and $39 related to VIEs) | 77,434 | 42,473 |
Current portion of long-term lease obligations ($1,801 and $1,838 related to VIEs) | 7,588 | 7,095 |
Income taxes payable | 0 | 1,212 |
Accrued compensation ($2,141 and $1,521 related to VIEs) | 18,013 | 13,727 |
Other current liabilities ($1,374 and $1,429 related to VIEs) | 9,629 | 6,393 |
Total current liabilities | 321,884 | 266,253 |
Long-term debt ($53 and $2 related to VIEs) | 291,249 | 390,627 |
Long-term lease obligations ($2,412 and $1,979 related to VIEs) | 8,958 | 6,976 |
Members’ interest subject to mandatory redemption and undistributed earnings | 51,290 | 49,003 |
Other long-term liabilities ($722 and $0 related to VIE’s) | 10,584 | 619 |
Total liabilities | 683,965 | 713,478 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, par value $0.01 per share; 38,000 shares authorized, 28,279 and 28,290 shares issued, 28,184 and 27,772 shares outstanding | 283 | 283 |
Additional paid in capital | 256,423 | 251,019 |
Treasury stock, at cost: 95 and 518 shares | (1,445) | (6,142) |
Retained earnings (deficit) | 17,273 | (25,033) |
Accumulated other comprehensive loss | (5,264) | (209) |
Total Sterling stockholders’ equity | 267,270 | 219,918 |
Noncontrolling interests | 1,459 | 1,293 |
Total stockholders’ equity | 268,729 | 221,211 |
Total liabilities and stockholders’ equity | $ 952,694 | $ 934,689 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents | $ 66,185,000 | $ 45,733,000 |
Accounts receivable | 177,424,000 | 168,872,000 |
Contract assets | 84,975,000 | 94,679,000 |
Receivables from and equity in construction joint ventures | 16,653,000 | 9,196,000 |
Other current assets | 16,306,000 | 11,790,000 |
Property and equipment, net | 126,668,000 | 116,030,000 |
Operating lease right-of-use assets | 16,515,000 | 13,979,000 |
Goodwill | 192,014,000 | 191,892,000 |
Accounts payable | 95,201,000 | 137,593,000 |
Contract liabilities | 114,019,000 | 57,760,000 |
Current maturities of long-term debt | 77,434,000 | 42,473,000 |
Current portion of long-term lease obligations | 7,588,000 | 7,095,000 |
Accrued compensation | 18,013,000 | 13,727,000 |
Other current liabilities | 9,629,000 | 6,393,000 |
Long-term debt | 291,249,000 | 390,627,000 |
Long-term lease obligations | 8,958,000 | 6,976,000 |
Other long-term liabilities | $ 10,584,000 | $ 619,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 38,000,000 | 38,000,000 |
Common stock, shares issued (in shares) | 28,279,000 | 28,290,000 |
Common stock, shares outstanding (in shares) | 28,184,000 | 27,772,000 |
Treasury stock (in shares) | 95,000 | 518,000 |
Variable Interest Entity, Primary Beneficiary | ||
Cash and cash equivalents | $ 26,122,000 | $ 7,538,000 |
Accounts receivable | 25,789,000 | 19,241,000 |
Contract assets | 8,370,000 | 12,257,000 |
Receivables from and equity in construction joint ventures | 9,708,000 | 7,406,000 |
Other current assets | 1,493,000 | 503,000 |
Property and equipment, net | 6,010,000 | 5,619,000 |
Operating lease right-of-use assets | 4,213,000 | 3,817,000 |
Goodwill | 1,501,000 | 1,501,000 |
Accounts payable | 19,505,000 | 18,213,000 |
Contract liabilities | 17,678,000 | 8,177,000 |
Current maturities of long-term debt | 6,793,000 | 39,000 |
Current portion of long-term lease obligations | 1,801,000 | 1,838,000 |
Accrued compensation | 2,141,000 | 1,521,000 |
Other current liabilities | 1,374,000 | 1,429,000 |
Long-term debt | 53,000 | 2,000 |
Long-term lease obligations | 2,412,000 | 1,979,000 |
Other long-term liabilities | $ 722,000 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 42,904 | $ 40,695 | $ 29,540 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 32,785 | 20,740 | 16,770 |
Amortization of debt issuance costs and non-cash interest | 3,193 | 3,393 | 3,250 |
Gain on disposal of property and equipment | (1,495) | (527) | (580) |
Loss on debt extinguishment | 301 | 4,334 | 0 |
Deferred taxes | 19,439 | (27,398) | 1,450 |
Stock-based compensation expense | 11,643 | 3,788 | 3,064 |
Change in interest rate swap | 265 | (30) | 0 |
Changes in operating assets and liabilities | 10,248 | (3,902) | (14,020) |
Net cash provided by operating activities | 119,283 | 41,093 | 39,474 |
Cash flows from investing activities: | |||
Plateau acquisition, net of cash acquired | 0 | (396,323) | 0 |
Capital expenditures | (32,864) | (15,397) | (13,171) |
Proceeds from sale of property and equipment | 2,373 | 1,334 | 1,789 |
Net cash used in investing activities | (30,491) | (410,386) | (11,382) |
Cash flows from financing activities: | |||
Cash received from credit facility | 0 | 430,000 | 0 |
Repayments of debt | (77,745) | (87,621) | (11,555) |
Distributions to noncontrolling interest owners | (432) | (7,360) | (1,350) |
Purchase of treasury stock | 0 | (3,201) | (4,731) |
Debt issuance costs | 0 | (10,688) | 0 |
Other | 9,837 | (199) | (314) |
Net cash (used in) provided by financing activities | (68,340) | 320,931 | (17,950) |
Net change in cash and cash equivalents | 20,452 | (48,362) | 10,142 |
Cash and cash equivalents at beginning of period | 45,733 | 94,095 | 83,953 |
Cash and cash equivalents at end of period | 66,185 | 45,733 | 94,095 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for interest | 26,941 | 11,566 | 10,829 |
Cash paid during the period for income taxes | 4,745 | 94 | 276 |
Non-cash items: | |||
Share consideration given for acquisitions | 0 | 16,195 | 0 |
Notes and deferred payments to sellers | 0 | 10,000 | 0 |
Tax basis election | $ 0 | $ 5,015 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid in Capital | Treasury Stock | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Total Sterling Stockholders’ Equity | Non-controlling Interests |
Balance (in shares) at Dec. 31, 2017 | 27,051 | 0 | ||||||
Balance at Dec. 31, 2017 | $ 146,189 | $ 271 | $ 231,183 | $ 0 | $ (90,121) | $ 0 | $ 141,333 | $ 4,856 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 29,540 | 25,187 | 25,187 | 4,353 | ||||
Change in interest rate swap | 0 | |||||||
Stock-based compensation (in shares) | 40 | |||||||
Stock-based compensation | 3,064 | 3,064 | 3,064 | |||||
Distributions to owners | (1,350) | 0 | (1,350) | |||||
Purchase of treasury stock (in shares) | 467 | 467 | ||||||
Purchase of Treasury Stock | (4,731) | $ (4,731) | (4,731) | |||||
Shares withheld for taxes (in shares) | 27 | |||||||
Shares withheld for taxes | (452) | (452) | (452) | |||||
Balance (in shares) at Dec. 31, 2018 | 26,597 | 467 | ||||||
Balance at Dec. 31, 2018 | 172,260 | $ 271 | 233,795 | $ (4,731) | (64,934) | 0 | 164,401 | 7,859 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 40,695 | 39,901 | 39,901 | 794 | ||||
Change in interest rate swap | (209) | (209) | (209) | |||||
Stock-based compensation (in shares) | (1) | |||||||
Stock-based compensation | 3,788 | 3,788 | 3,788 | |||||
Distributions to owners | (7,360) | 0 | (7,360) | |||||
Purchase of treasury stock (in shares) | 250 | 250 | ||||||
Purchase of Treasury Stock | (3,201) | $ (3,201) | (3,201) | |||||
Stock issued for acquisition (in shares) | 1,245 | |||||||
Stock issued for acquisition | 16,195 | $ 12 | 16,183 | 16,195 | ||||
Issuance of stock (in shares) | 273 | 273 | ||||||
Issuance of stock | 152 | (2,599) | $ 2,751 | 152 | ||||
Shares withheld for taxes (in shares) | 92 | 74 | ||||||
Shares withheld for taxes | (1,109) | (148) | $ (961) | (1,109) | ||||
Balance (in shares) at Dec. 31, 2019 | 27,772 | 518 | ||||||
Balance at Dec. 31, 2019 | 221,211 | $ 283 | 251,019 | $ (6,142) | (25,033) | (209) | 219,918 | 1,293 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 42,904 | 42,306 | 42,306 | 598 | ||||
Change in interest rate swap | (5,055) | (5,055) | (5,055) | |||||
Stock-based compensation | 11,643 | 11,643 | 11,643 | |||||
Distributions to owners | (432) | 0 | (432) | |||||
Issuance of stock (in shares) | 546 | 546 | ||||||
Issuance of stock | 530 | (6,012) | $ 6,542 | 530 | ||||
Shares withheld for taxes (in shares) | 134 | 123 | ||||||
Shares withheld for taxes | (1,985) | (140) | $ (1,845) | (1,985) | ||||
Other | (87) | (87) | (87) | |||||
Balance (in shares) at Dec. 31, 2020 | 28,184 | 95 | ||||||
Balance at Dec. 31, 2020 | $ 268,729 | $ 283 | $ 256,423 | $ (1,445) | $ 17,273 | $ (5,264) | $ 267,270 | $ 1,459 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. NATURE OF OPERATIONS Business Summary Sterling Construction Company, Inc., (“Sterling,” “the Company,” “we,” “our” or “us”), a Delaware corporation, operates through a variety of subsidiaries within three segments specializing in Heavy Civil, Specialty Services and Residential projects in the United States (the “U.S.”), primarily across the southern U.S., the Rocky Mountain States, California and Hawaii, as well as other areas with strategic construction opportunities. Heavy Civil includes infrastructure and rehabilitation projects for highways, roads, bridges, airfields, ports, light rail, water, wastewater and storm drainage systems. Specialty Services projects include construction site excavation and drainage, drilling and blasting for excavation, foundations for multi-family homes, parking structures and other commercial concrete projects. Residential projects include concrete foundations for single-family homes. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Presentation Basis— The accompanying Consolidated Financial Statements are presented in accordance with accounting policies generally accepted in the United States (“GAAP”) and reflect all wholly owned subsidiaries and those entities the Company is required to consolidate. See the “Consolidated 50% Owned Subsidiaries” and “Construction Joint Ventures” sections of this Note for further discussion of the Company’s consolidation policy for those entities that are not wholly owned. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Values presented within tables (excluding per share data) are in thousands. Reclassifications have been made to historical financial data in the Consolidated Financial Statements to conform to the current year presentation. Estimates and Judgments— The preparation of the accompanying Consolidated Financial Statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include the recognition of revenue and earnings from construction contracts over time, the valuation of long-lived assets, goodwill, and purchase accounting estimates. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual results could differ from these estimates. Significant Accounting Policies Revenue Recognition— Our revenue is derived from long-term contracts for customers in our heavy civil and specialty services business segments, as well as short-term projects for customers in our residential business segment. Accounting treatment for these contracts in accordance with Accounting Standards Update (“ASU”) 2014-09 (Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ) , is as follows: • Performance Obligations Satisfied Over Time (Heavy Civil and Specialty Services) Recognition of Performance Obligations— A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Heavy civil projects typically span between 12 to 36 months, and specialty services projects are between 6 to 24 months. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Some contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the project life cycle (design and construction). Revenues are recognized as our obligations are satisfied over time, using the ratio of project costs incurred to estimated total costs for each contract because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. This continuous transfer of control to the customer is further supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit and take control of any work in process. This cost-to-cost measure is used because management considers it to be the best available measure of progress on these contracts. Contract costs include all direct material, labor, subcontract and other costs and those indirect costs determined to relate to contract performance, such as indirect salaries and wages, equipment repairs and depreciation, insurance and payroll taxes. Items Excluded from Cost-to-Cost— Pre-contract costs are generally not material and are charged to expense as incurred, but in certain cases pre-contract recognition may be deferred if specific probability criteria are met. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Remaining Performance Obligations (“RPOs”)— RPOs represent the amount of revenues we expect to recognize in the future from our contract commitments on projects and are hereafter referred to as “Backlog”. Backlog includes the entire expected revenue values for joint ventures we consolidate and our proportionate value for those we proportionately consolidate. Backlog may not be indicative of future operating results, and projects included in Backlog may be canceled, modified or otherwise altered by customers. See Note 4 - Revenue from Customers , for further discussion. Variable Consideration— Contract modifications through change orders, claims and incentives are routine in the performance of the Company’s contracts to account for changes in the contract specifications or requirements. In most instances, contract modifications are not distinct from the existing contract due to the significant integration of services provided in the contract and are accounted for as a modification of the existing contract and performance obligation. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Change orders that are unapproved as to both price and scope are evaluated as claims. The Company considers claims to be amounts in excess of approved contract prices that the Company seeks to collect from its customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. The Company estimates variable consideration for a performance obligation at the most likely amount to which the Company expects to be entitled (or the most likely amount the Company expects to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled (or will incur in the case of liquidated damages). The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. • Performance Obligations Satisfied at a Point-in-Time (Residential) Revenue for our residential contracts is recognized at a point in time and utilizes an output measure for performance based on the completion of a unit of work (e.g., completion of concrete foundation). The time from starting construction to completion is typically two weeks or less. Upon fulfillment of the performance obligation, the customer is provided an invoice (or equivalent) demonstrating transfer of control to the customer. Accounts Receivable— Receivables are generally based on amounts billed to the customer in accordance with contractual provisions. Receivables increased by $8,552 compared to December 31, 2019, primarily due to timing of receipts and increased revenue. Receivables are written off based on individual credit evaluation and specific circumstances of the customer, when such treatment is warranted. The Company performs a review of outstanding receivables, historical collection information and existing economic conditions to determine if there are potential uncollectible receivables. At December 31, 2020 and 2019, our allowance for our estimate of expected credit losses was zero. As is customary, we have agreed to indemnify our bonding company for all losses incurred by it in connection with bonds that are issued, and we have granted our bonding company a security interest in certain assets, including accounts receivable, as collateral for such obligation. Contracts in Progress— For performance obligations satisfied over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Typically, Sterling bills for advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. However, the Company occasionally bills subsequent to revenue recognition, resulting in contract assets. Many of the contracts under which the Company performs work also contain retainage provisions. Retainage refers to that portion of our billings held for payment by the customer pending satisfactory completion of the project. Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible. At December 31, 2020 and 2019, contract assets included $44,412 and $52,124 of retainage, respectively, and contract liabilities included $33,856 and $27,251 of retainage, respectively. Retainage on active contracts is classified as current regardless of the term of the contract and is generally collected within one year of the completion of a contract. We anticipate collecting approximately 68% of our December 31, 2020 retainage in 2021. These assets and liabilities are reported on the Consolidated Balance Sheet within “Contract Assets” and “Contract Liabilities” on a contract-by-contract basis at the end of each reporting period. Contract assets decreased by $9,704 compared to December 31, 2019, primarily due to a decrease in retainage. Contract liabilities increased by $56,259 compared to December 31, 2019, primarily due to the timing of advance billings and work progression, partly offset by an increase in retainage. Revenue recognized for the year ended December 31, 2020 that was included in the contract liability balance on December 31, 2019 was $444,213. Revenue recognized for the year ended December 31, 2019 that was included in the contract liability balance on December 31, 2018 was $274,341. Consolidated 50% Owned Subsidiaries— The Company has 50% ownership interests in two subsidiaries that it fully consolidates as a result of its exercise of control of the entities. The results attributable to the 50% portions that the Company does not own are eliminated within “Other operating expense, net” within the Consolidated Statements of Operations and an associated liability is established within “Members’ interest subject to mandatory redemption and undistributed earnings” within the Consolidated Balance Sheets. These subsidiaries also have individual mandatory redemption provisions which, under circumstances that are certain to occur, obligate the Company to purchase the remaining 50% interests. These purchase obligations are also recorded in “Members’ interest subject to mandatory redemption and undistributed earnings” on the Consolidated Balance Sheets. Construction Joint Ventures— In the ordinary course of business, the Company executes specific projects and conducts certain operations through joint venture arrangements (referred to as “joint ventures”). The Company has various ownership interests in these joint ventures, with such ownership typically proportionate to the Company’s decision making and distribution rights. Each joint venture is assessed at inception and on an ongoing basis as to whether it qualifies as a Variable Interest Entity (“VIE”) under the consolidations guidance in ASC Topic 810. If at any time a joint venture qualifies as a VIE, the Company performs a qualitative assessment to determine whether the Company is the primary beneficiary of the VIE and therefore needs to consolidate the VIE. If the Company determines it is not the primary beneficiary of the VIE or only has the ability to significantly influence, rather than control the joint venture, it is not consolidated. The Company accounts for unconsolidated joint ventures using a pro-rata basis in the Consolidated Statements of Operations and as a single line item (“Receivables from and equity in construction joint ventures”) in the Consolidated Balance Sheets. This method is a permissible modification of the equity method of accounting which is a common practice in the construction industry. Cash and Restricted Cash— Our cash is comprised of highly liquid investments with maturities of three months or less. Restricted cash of approximately $6,500 and $4,800 is included in “Other current assets” on the Consolidated Balance Sheets at December 31, 2020 and 2019, respectively. This primarily represents cash deposited by the Company into separate accounts and designated as collateral for standby letters of credit in the same amount in accordance with contractual agreements. Property and Equipment— Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, including buildings and improvements (5 to 39 years) and plant and field equipment (5 to 20 years). Renewals and betterments that substantially extend the useful life of an asset are capitalized and depreciated. Leasehold improvements are depreciated over the lesser of the useful life of the asset or the applicable lease term. See Note 7 - Property and Equipment for disclosure of the components of property and equipment. Lease Arrangements— In the ordinary course of business, the Company enters into a variety of lease arrangements, including operating and finance leases. • Operating & Finance Leases— The Company determines if an arrangement is a lease at inception. The operating lease right-of-use (“ROU”) assets are included within the Company’s non-current assets and lease liabilities are included in current or non-current liabilities on the Company’s Consolidated Balance Sheets. Finance leases are included in “Property and equipment,” “Current maturities of long-term debt,” and “Long-term debt” on the Company’s Consolidated Balance Sheets. ROU assets represent the Company’s right to use, or control the use of, a specified asset for the lease term. Lease liabilities are the Company’s obligation to make lease payments arising from a lease and are measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term on the commencement date. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments continues to be recognized on a straight-line basis over the lease term. Goodwill— Goodwill represents the excess of the cost of companies acquired over the fair value of their net assets at the dates of acquisition. Goodwill is not amortized, but instead is reviewed for impairment at least annually at a reporting unit level, absent any interim indicators of impairment. Interim testing for impairment is performed if indicators of potential impairment exist. We perform our annual impairment assessment during the fourth quarter of each year which typically consists of a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its net book value, including goodwill. Factors used in our qualitative assessment include, but are not limited to, macroeconomic conditions, market conditions, cost factors, overall financial performance and Company and reporting unit specific events. If we identify a potential impairment in our qualitative assessment, we perform a quantitative assessment by comparing the fair value of the applicable reporting unit to its net book value, including goodwill. To determine the fair value of our reporting units and test for impairment, we utilize an income approach (discounted cash flow method) as we believe this is the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. We generally do not utilize a market approach, given the lack of relevant information generated by market transactions involving comparable businesses. However, to the extent market indicators of fair value become available, we would consider such market indicators in our discounted cash flow analysis and determination of fair value. Refer to Note 8 - Goodwill and Other Intangible Assets for our disclosure regarding goodwill impairment testing. Evaluating Impairment of Other Intangible Assets and Other Long-Lived Assets— Our finite-lived intangible assets are amortized over their estimated remaining useful economic lives. Our project-related intangible assets are amortized as the applicable projects progress, customer relationships are amortized utilizing an accelerated method based on the pattern of cash flows expected to be realized, taking into consideration expected revenues and customer attrition, and our other intangibles are amortized utilizing a straight-line method. When events or changes in circumstances indicate that finite-lived intangible and other long-lived assets may be impaired, an evaluation is performed. If the asset or asset group fails the recoverability test, we will perform a fair value measurement to determine and record an impairment charge. See Note 8 - Goodwill and Other Intangible Assets for further discussion. Federal and State Income Taxes— We determine deferred income tax assets and liabilities using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We recognize the financial statement benefit of a tax position only after determining the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As a result of the Company’s analysis, management has determined the Company does not have any material uncertain tax positions. The Company’s policy is to recognize interest related to any underpayment of taxes as interest expense and penalties as administrative expense. Refer to Note 13 - Income Taxes for further information regarding our federal and state income taxes. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13 to add the guidance in ASC 326 on the impairment of financial instruments. The ASU introduces an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The ASU is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this guidance effective January 1, 2020 and noted no material impact to the Company’s Consolidated Financial Statements. |
Plateau Acquisition
Plateau Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Plateau Acquisition | 3. PLATEAU ACQUISITION General— On October 2, 2019, Sterling consummated the acquisition (the “Plateau Acquisition”) of all of the issued and outstanding shares of capital stock of LK Gregory Construction, Inc. and Plateau Excavation, Inc., and all of the issued and outstanding equity interests in DeWitt Excavation, LLC. The Plateau Acquisition was accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . Purchase Consideration— Sterling completed the Plateau Acquisition for a purchase price of $427,533, net of cash acquired, detailed as follows: Cash consideration transferred, net of $2,425 of cash acquired $ 375,000 Target working capital adjustment 21,323 Equity consideration transferred (1,245 shares at $13.01 per share (1) ) 16,195 Note payable to seller (See Note 9 - Debt) 10,000 Tax basis election 5,015 Total consideration $ 427,533 (1) Sterling’s closing stock price on October 1, 2019 Purchase Price Allocation— The aggregate purchase price noted above was allocated to the assets and liabilities acquired based upon their estimated fair values at the acquisition closing date, which were based, in part, upon an external appraisal and valuation of certain assets, including specifically identified intangible assets. The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired totaling $106,784 was recorded as goodwill. The following table summarizes our purchase price allocation at the acquisition closing date, net of cash acquired: Net tangible assets: Accounts receivable $ 61,110 Contract assets 13,035 Other current assets 249 Property and equipment, net 65,492 Other non-current assets, net 10 Accounts payable (22,039) Contract liabilities (7,790) Other current and non-current liabilities (7,918) Total net tangible assets 102,149 Identifiable intangible assets 218,600 Goodwill 106,784 Total consideration transferred $ 427,533 Identifiable Intangible Assets — Intangible assets identified as part of the Plateau Acquisition are reflected in the table below and are recorded at their estimated fair value, as determined by the Company’s management, based on available information which includes a valuation from external experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. Weighted Average Life (Years) October 2, 2019 Customer relationships 25 $ 191,800 Trade name 25 24,800 Non-compete agreements 5 2,000 Total $ 218,600 Supplemental Pro Forma Information (Unaudited) — The following unaudited pro forma combined financial information (“the pro forma financial information”) gives effect to the Plateau Acquisition, accounted for as a business combination using the purchase method of accounting. The pro forma financial information reflects the Plateau Acquisition and related events as if they occurred at the beginning of the period, and gives effect to pro forma events that are: directly attributable to the acquisition, factually supportable and expected to have a continuing impact on the combined results of Sterling and Plateau following the Plateau Acquisition. The pro forma financial information includes adjustments to (1) exclude transaction costs that were included in historical results and are expected to be non-recurring, (2) include additional intangibles amortization and net interest expense associated with the Plateau Acquisition and (3) include the pro forma results of Plateau for the years ended December 31, 2019 and 2018. This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined company following the Plateau Acquisition. Years Ended December 31, 2019 2018 Pro forma revenue $ 1,358,736 $ 1,326,854 Pro forma net income attributable to Sterling (1) $ 90,408 $ 54,282 (1) Pro forma net income attributable to Sterling does not include any non-cash income tax expense, as we had a valuation allowance in 2018 and 2019. Additionally, in 2019 we had a reversal of the valuation allowance on our net deferred tax assets. See Note 13 - Income Taxes for a further discussion of the reversal. |
Revenue from Customers
Revenue from Customers | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Customers | 4. REVENUE FROM CUSTOMERS Backlog — The following table presents the Company’s backlog, by segment: December 31, 2020 2019 Heavy Civil Backlog $ 898,183 $ 834,049 Specialty Services Backlog 277,205 233,976 Total Heavy Civil and Specialty Services Backlog $ 1,175,388 $ 1,068,025 The Company expects to recognize approximately 64% of its backlog as revenue during the next twelve months, and the balance thereafter. Revenue Disaggregation — The following tables present the Company’s revenues disaggregated by major end market and contract type: Years Ended December 31, Revenues by major end market 2020 2019 2018 Heavy Highway $ 526,561 $ 483,175 $ 513,376 Aviation 109,894 141,371 111,824 Water Containment and Treatment 69,922 65,795 66,928 Other 47,447 69,984 73,510 Heavy Civil Revenues 753,824 760,325 765,638 Land Development 397,253 84,637 — Commercial 111,641 128,187 120,333 Specialty Services Revenues 508,894 212,824 120,333 Residential Revenues 164,694 153,129 151,696 Total Revenues $ 1,427,412 $ 1,126,278 $ 1,037,667 Revenues by contract type Fixed-Unit Price $ 843,401 $ 708,638 $ 733,047 Lump Sum 389,045 262,237 146,874 Residential and Other 194,966 155,403 157,746 Total Revenues $ 1,427,412 $ 1,126,278 $ 1,037,667 Each of these contract types presents advantages and disadvantages. Typically, the Company assumes more risk with lump-sum contracts. However, these types of contracts offer additional profits if the work is completed for less than originally estimated. Under fixed-unit price contracts, the Company’s profit may vary if actual labor-hour costs vary significantly from the negotiated rates. Also, because some contracts can provide little or no fee for managing material costs, the components of contract cost can impact profitability. Variable Consideration The Company has projects that it is in the process of negotiating, or awaiting final approval of, unapproved change orders and claims with its customers. The Company is proceeding with its contractual rights to recoup additional costs incurred from its customers based on completing work associated with change orders, including change orders with pending change order pricing, or claims related to significant changes in scope which resulted in substantial delays and additional costs in completing the work. Unapproved change order and claim information has been provided to the Company’s customers and negotiations with the customers are ongoing. If additional progress with an acceptable resolution is not reached, legal action will be taken. Based upon the Company’s review of the provisions of its contracts, specific costs incurred and other related evidence supporting the unapproved change orders and claims, together in some cases as necessary with the views of the Company’s outside claim consultants, the Company concluded it was appropriate to include in project price amounts of $7,142 and $3,000, at December 31, 2020 and 2019, respectively, relating to unapproved change orders and claims. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Contract Estimates Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes such profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Changes in estimated revenues and gross margin resulted in a net increase of $7,439 for the year ended December 31, 2020, a net decrease of $9,044 for the year ended December 31, 2019 and a net increase of $7,098 for the year ended December 31, 2018, included in “Operating income” on the Consolidated Statements of Operations. The 2019 decrease primarily related to a project for the construction of three separate bridges in Texas. |
Consolidated 50% Owned Subsidia
Consolidated 50% Owned Subsidiaries | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Consolidated 50% Owned Subsidiaries | 5. CONSOLIDATED 50% OWNED SUBSIDIARIES The Company has 50% ownership interests in two subsidiaries (“Myers” and “RHB”) that it fully consolidates as a result of its exercise of control over the entities. The earnings attributable to the 50% portions the Company does not own were $11,100, $9,800 and $15,100 for 2020, 2019 and 2018, respectively, and are eliminated within “Other operating expense, net” in the Consolidated Statements of Operations. Any undistributed earnings for partners are included in “Members’ interest subject to mandatory redemption and undistributed earnings” within the Consolidated Balance Sheets and are mandatorily payable at the time of the noncontrolling owners’ death or permanent disability. These two subsidiaries have individual mandatory redemption provisions which, under circumstances outlined in the partner agreements, are certain to occur and obligate the Company to purchase each partner’s remaining 50% interests for $20,000 ($40,000 in the aggregate). The Company has purchased two separate $20,000 death and permanent total disability insurance policies to mitigate the Company’s cash draw if such events were to occur. These purchase obligations are also recorded in “Members’ interest subject to mandatory redemption and undistributed earnings” on the Consolidated Balance Sheets. The liability consists of the following: As of December 31, 2020 2019 Members’ interest subject to mandatory redemption $ 40,000 $ 40,000 Net accumulated earnings 11,290 9,003 Total liability $ 51,290 $ 49,003 The Company must determine whether any of its entities, including these two 50% owned subsidiaries, in which it participates, is a VIE. The Company determined that Myers is a VIE and that the Company is the primary beneficiary because pursuant to the terms of the Myers Operating Agreement, the Company is exposed to the majority of potential losses of the partnership. Summary financial information for Myers is as follows: Years Ended December 31, 2020 2019 2018 Revenues $ 200,674 $ 205,615 $ 193,677 Operating income $ 4,796 $ 6,372 $ 8,819 Net income $ 2,382 $ 3,196 $ 4,415 |
Construction Joint Ventures
Construction Joint Ventures | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Construction Joint Ventures | 6. CONSTRUCTION JOINT VENTURES Joint ventures with a controlling interest —As discussed in Note 2 - Basis of Presentation and Significant Accounting Policies , we consolidate any venture that is determined to be a VIE for which we are the primary beneficiary, or which we otherwise effectively control. The equity held by the remaining owners and their portions of net income (loss) are reflected in stockholders’ equity on the Consolidated Balance Sheets line item “Noncontrolling interests” and in the Consolidated Statements of Operations line item “Net income attributable to noncontrolling interests,” respectively. The Company determined that a joint venture in which RLW is a 51% owner is a VIE and the Company is the primary beneficiary. Summary financial information for this construction joint venture is as follows: Years Ended December 31, 2020 2019 Revenues $ 15,800 $ 6,903 Operating income $ 1,271 $ 467 Net income $ 1,278 $ 471 Joint ventures with a noncontrolling interest —The Company accounts for unconsolidated joint ventures using a pro-rata basis in the Consolidated Statements of Operations and as a single line item (“Receivables from and equity in construction joint ventures”) in the Consolidated Balance Sheets. This method is a permissible modification of the equity method of accounting which is a common practice in the construction industry. Combined financial amounts of joint ventures in which the Company has a noncontrolling interest and the Company’s share of such amounts which are included in the Company’s Consolidated Financial Statements are shown below: As of December 31, 2020 2019 Current assets $ 143,608 $ 92,710 Current liabilities $ (141,295) $ (86,705) Sterling’s receivables from and equity in construction joint ventures $ 16,653 $ 9,196 Years Ended December 31, 2020 2019 2018 Revenues $ 198,497 $ 158,291 $ 115,441 Income before tax $ 22,517 $ 20,449 $ 8,097 Sterling’s noncontrolling interest: Revenues $ 88,825 $ 76,419 $ 55,134 Income before tax $ 10,061 $ 8,170 $ 4,104 The caption “Receivables from and equity in construction joint ventures” includes undistributed earnings and receivables owed to the Company. Undistributed earnings are typically released to the joint venture partners after the customer accepts the project as completed and any warranty period, if any, has passed. Other —The use of joint ventures exposes us to a number of risks, including the risk that our partners may be unable or unwilling to provide their share of capital investment to fund the operations of the venture or complete their obligations to us, |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. PROPERTY AND EQUIPMENT Property and equipment are summarized as follows: As of December 31, 2020 2019 Construction and transportation equipment $ 231,799 $ 217,945 Buildings and improvements 21,025 14,641 Land 3,891 3,891 Office equipment 3,012 2,767 Total property and equipment 259,727 239,244 Less accumulated depreciation (133,059) (123,214) Total property and equipment, net $ 126,668 $ 116,030 Depreciation Expense— Depreciation expense is primarily included within cost of revenues and was approximately $21,300, $16,000 and $14,400 for 2020, 2019 and 2018, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Reporting Units— The Company’s reporting units consist of its Heavy Civil, Specialty Services and Residential segments. Goodwill is not amortized, but instead is reviewed for impairment at least annually during the fourth quarter of each year at the reporting level, absent any interim indicators of impairment or other factors requiring an assessment. Annual Impairment Assessment— For our 2020 annual impairment test we performed a qualitative assessment, using information as of October 1. Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. We determined there were no factors indicating the need to perform a quantitative goodwill impairment test and concluded that it is more likely than not the fair value of our reporting units is greater than their carrying value and thus there was no impairment to goodwill. In addition to our annual review, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value of a reporting unit may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant adverse changes in the business climate which may be indicated by a decline in our market capitalization or decline in operating results. No impairments were recorded to our goodwill during the years ended December 31, 2020, 2019 and 2018. No material events or changes occurred between the testing date and year end to trigger a subsequent impairment review. At December 31, 2020 and 2019, we had goodwill with a carrying amount of $192,014 and $191,892, respectively. The following table presents goodwill by reportable segment: December 31, December 31, Goodwill Heavy Civil $ 54,806 $ 54,806 Specialty Services 106,783 106,661 Residential 30,425 30,425 Total Goodwill $ 192,014 $ 191,892 Other Intangible Assets The following table presents our acquired finite-lived intangible assets, including the weighted-average useful lives for each major intangible asset category and in total: December 31, 2020 December 31, 2019 Weighted Gross Gross Customer relationships 25 $ 232,623 $ (16,360) $ 232,623 $ (6,911) Trade name 23 30,107 (3,209) 30,107 (1,692) Non-compete agreements 5 2,487 (761) 2,487 (291) Total 24 $ 265,217 $ (20,330) $ 265,217 $ (8,894) During the years ended December 31, 2020, 2019 and 2018, we have amortized approximately $11,400, $4,700, and $2,400 respectively. Amortization expense is anticipated to be approximately $11,500, $11,300, $11,200, $11,100, and $10,700 for 2021, 2022, 2023, 2024 and 2025, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 9. DEBT The Company’s outstanding debt was as follows: As of December 31, 2020 2019 Term Loan Facility $ 355,000 $ 400,000 Revolving Credit Facility — 20,000 Credit Facility 355,000 420,000 Note payable to seller, Plateau Acquisition 10,000 10,000 Notes and deferred payments to sellers, Tealstone Acquisition — 12,230 Other debt 10,397 805 Total debt 375,397 443,035 Less - Current maturities of long-term debt (77,434) (42,473) Less - Unamortized debt issuance costs (6,714) (9,935) Total long-term debt $ 291,249 $ 390,627 Credit Facility —On October 2, 2019, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into a credit agreement (as amended, the “Credit Agreement”) with BMO Harris Bank N.A., as administrative agent (the “Agent”), Bank of America, N.A., as syndication agent, and BMO Capital Markets Corp. and BofA Securities, Inc., as joint lead arrangers and joint book runners. The Credit Agreement provides the Company with senior secured debt financing in an amount up to $475,000 in the aggregate, consisting of (i) a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $75,000 (with a $75,000 limit for the issuance of letters of credit and a $15,000 sublimit for swing line loans) and (ii) a senior secured first lien term loan facility (the “Term Loan Facility”) in the amount of $400,000 (collectively, the “Credit Facility”). The obligations under the Credit Facility are secured by substantially all assets of the Company and the subsidiary guarantors, subject to certain permitted liens and interests of other parties. The Credit Facility will mature on October 2, 2024. The Company obtained the Credit Facility in order to facilitate the transactions contemplated by the Plateau Acquisition, including to refinance the existing indebtedness of the Company, finance capital expenditures, finance working capital, finance acquisitions permitted under the Credit Agreement, finance other general corporate purposes and fund certain fees and expenses associated with the closing of the Credit Facility and the Plateau Acquisition. On December 2, 2019, the Credit Agreement was amended to modify (i) the applicable margins with respect to Base Rate and London Inter-Bank Offered Rate (“LIBOR”) borrowings under the Credit Facility, (ii) the required amounts of mandatory prepayments of the Credit Facility with excess cash flow, (iii) the amounts of scheduled principal payments quarterly and at maturity on the Term Loan Facility, and (iv) the applications of partial prepayments of the Term Loan Facility on a ratable, weighted basis among all remaining scheduled principal payments on the Term Loan Facility. The modifications in (i)-(iii) mentioned above were pursuant to the customary “market flex” rights contained in the fee letter related to the Credit Agreement. The Company is required to make mandatory prepayments on the Credit Facility with proceeds received from issuances of debt, events of loss and certain dispositions. The Company also is required to prepay the Credit Facility with its excess cash flow in an amount equal to (a) if the Total Leverage Ratio (as defined in the Credit Agreement) is greater than or equal to 2.50 to 1.00, 75% of excess cash flow, (b) if the Total Leverage Ratio is greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00, 50% of excess cash flow, (c) if the Total Leverage Ratio is greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00, 25% of excess cash flow and (d) if the Total Leverage Ratio is less than 1.50 to 1.00, 0% of excess cash flow, within 5 days after receipt of its annual audited financial statements. The Credit Agreement contains various affirmative and negative covenants that may, subject to certain exceptions, restrict the ability of us and our subsidiaries to, among other things, grant liens, incur additional indebtedness, make loans, advances or other investments, make non-ordinary course asset sales, declare or pay dividends or make other distributions with respect to equity interests, purchase, redeem or otherwise acquire or retire capital stock or other equity interests, or merge or consolidate with any other person, among various other things. In addition, the Company is required to maintain the following financial covenants: • a Total Leverage Ratio (as defined in the Credit Agreement) at the last day of each fiscal quarter not to be greater than 4.00 to 1.00 ending on December 31, 2019 through and including June 30, 2020, 3.75 to 1.00 ending on September 30, 2020, 3.50 to 1.00 ending on December 31, 2020 through and including March 31, 2021, 3.25 to 1.00 ending on June 30, 2021 through and including September 30, 2021, and 3.00 to 1.00 ending on December 31, 2021 and thereafter; and • a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than 1.20 to 1.00 as of the last day of each fiscal quarter of the Company, commencing with the fiscal quarter ending December 31, 2019. The Revolving Credit Facility bears interest at either the base rate (“Base Rate”) plus a margin, or at a one-, two-, three-, six- or, if available, twelve-month LIBOR rate plus a margin, at the Company’s election. At December 31, 2020, the Company calculated interest using a one-month LIBOR rate and an applicable margin of 0.15% and 4.50% per annum, respectively. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. Interest under the Revolving Credit Facility is payable (i) with respect to LIBOR borrowings, on the last day of each applicable interest period (one, two, three, six or twelve months), unless the applicable interest period is longer than three months, then on each day occurring every three months after the commencement of such interest period, and on the maturity date, and (ii) with respect to Base Rate borrowings, on the last day of every calendar quarter and on the maturity date. At December 31, 2020, we had no outstanding borrowings under the Revolving Credit Facility, providing $75,000 of available capacity. During 2020, our weighted average interest rate on borrowings under the Revolving Credit Facility was approximately 6.68%. The Revolving Credit Facility may be repaid in whole or in part at any time, with final payment of all principal and interest then outstanding due on October 2, 2024. Interest under the Term Loan Facility is payable at the same frequencies and bears interest at the same rate options as the Revolving Credit Facility. We continue to utilize an interest rate swap to hedge against $350,000 of the outstanding Term Loan Facility, which resulted in a weighted average interest rate of approximately 5.74% per annum during 2020. At December 31, 2020, we had $355,000 of outstanding borrowings under the facility. Principal payments on the Term Loan Facility total $30,000, $50,000, $50,000, $50,000 and $15,000 for each of the years ending 2020, 2021, 2022, 2023, and 2024, respectively. Additionally, based on the Company’s December 31, 2020 Consolidated Financial Statements, the Company is required to make a $32,700 excess cash flow payment in the first quarter of 2021, of which the Company has prepaid $15,000 in the fourth quarter of 2020 and will make the remaining $17,700 payment in the first quarter of 2021. The Company's final payment under the Term Loan Facility is due on October 2, 2024, which will include the remaining $172,500 of outstanding principal and any related interest outstanding. Debt Issuance Costs —The costs associated with the Term Loan Facility and Revolving Credit Facility are reflected on the Balance Sheets as a direct reduction from the related debt liability and amortized over the terms of the respective facilities. Amortization of debt issuance costs was $2,920, $2,307 and $2,073 for the years ended December 31, 2020, 2019 and 2018, respectively, and was recorded as interest expense. Additionally, due to an early payment of $15,000 on the Term Loan Facility in the fourth quarter of 2020, we recorded a loss on extinguishment of $301 related to debt issuance costs. Note Payable to Seller, Plateau Acquisition —As part of the Plateau Acquisition, the Company issued a $10,000 subordinated promissory note to one of the Plateau sellers that bears interest at 8% with interest payments due quarterly beginning January 1, 2020. The subordinated promissory note has no scheduled payments, however, it may be repaid in whole or in part at any time, subject to certain payment restrictions under a subordination agreement with the Agent under our Credit Agreement, without premium or penalty, with final payment of all principal and interest then outstanding due on April 2, 2025. At inception, the subordinated promissory note’s interest rate approximated market. Notes and Deferred Payments to Sellers, Tealstone Acquisition— At December 31, 2020 the Company had no balance remaining on the combined promissory notes and deferred cash payments issued as part of the Tealstone Acquisition. During the year ended December 31, 2020, the Company paid $7,500 of deferred cash payments and $5,000 on promissory notes that were due on April 3, 2020. Accreted interest for the period was $273, $1,086, and $1,177 for the years ended December 31, 2020, 2019 and 2018, respectively, and was recorded as interest expense. Other Debt —During the second quarter of 2020, the Company’s two 50% owned subsidiaries received three short-term Paycheck Protection Program loans (the “PPP Loans”) totaling approximately $9,800. The loans may be fully or partially forgiven if the funds are used for payroll related costs, interest on mortgages, rent and utilities, and as long as our employee headcount and salary levels remain consistent with our baseline period over an eight to twenty-four week period following the date the loans were received. Any forgiveness of the loans requires approval by the Small Business Administration (“SBA”). If the SBA determines that the loans are not fully or partially forgiven, the balance is subject to a 1% interest rate and requires repayment. The PPP Loans have been classified as short-term debt under “Current Liabilities” on the Consolidated Balance Sheets at December 31, 2020, as we expect to submit forgiveness applications and receive a determination by the SBA within the next six months. Compliance and Other —As of December 31, 2020, we were in compliance with all of our restrictive and financial covenants. The Company’s debt is recorded at its carrying amount in the Consolidated Balance Sheets. As of December 31, 2020 and 2019, the carrying values of our debt outstanding approximated the fair values. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | 10. FINANCIAL INSTRUMENTS Interest Rate Derivative —We continue to utilize a swap arrangement to hedge against interest rate variability associated with $350,000 of the $355,000 outstanding under the Term Loan Facility. The Company has designated its interest rate swap agreement as a cash flow hedging derivative. To the extent the derivative instrument is effective, changes in fair value are recognized in other comprehensive income (loss) (“OCI”) until the underlying hedged item is recognized in earnings. At December 31, 2020 the accumulated other comprehensive income (loss) (“AOCI”) related to the swap was a net loss of $6,821. Derivatives Disclosures Fair Value —Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy are as follows: • Level 1—Fair value is based on quoted prices in active markets. • Level 2—Fair value is based on internally developed models that use, as their basis, readily observable market parameters. Our derivative positions are classified within level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. These level 2 derivatives are valued utilizing an income approach, which discounts future cash flow based on current market expectations and adjusts for credit risk. • Level 3—Fair value is based on internally developed models that use, as their basis, significant unobservable market parameters. The Company did not have any level 3 classifications at December 31, 2020 or December 31, 2019. The following table presents the fair value of the interest rate derivative by valuation hierarchy and balance sheet classification: December 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Assets Other current assets $ — $ — $ — $ — $ — $ 216 $ — $ 216 Other non-current assets — — — — — — — — Total assets at fair value $ — $ — $ — $ — $ — $ 216 $ — $ 216 Derivative Liabilities Other current liabilities $ — $ (4,427) $ — $ (4,427) $ — $ (61) $ — $ (61) Other non-current liabilities — (2,629) — (2,629) — (398) — (398) Total liabilities at fair value $ — $ (7,056) $ — $ (7,056) $ — $ (459) $ — $ (459) The carrying values of the Company's cash and cash equivalents, accounts receivable and accounts payable approximate their fair values because of the short-term nature of these instruments. At December 31, 2020 and December 31, 2019, the fair value of the term loan, based upon the current market rates for debt with similar credit risk and maturities, approximated its carrying value as interest is based on LIBOR plus an applicable margin. OCI —The following table presents the total value recognized in OCI and reclassified from AOCI into earnings during the years ending December 31, 2020 and 2019 for derivatives designated as cash flow hedges: Year Ended Year Ended Before Tax Amount Tax Net of Tax Before Tax Amount Tax Net of Tax Net gain (loss) recognized in OCI $ (10,103) $ 2,273 $ (7,830) $ (243) $ 57 $ (186) Net amount reclassified from AOCI into earnings (1) 3,555 (780) 2,775 (30) 7 (23) Change in other comprehensive income $ (6,548) $ 1,493 $ (5,055) $ (273) $ 64 $ (209) (1) Net unrealized losses totaling $4,192 are anticipated to be reclassified from AOCI into interest expense during the next 12 months due to settlement of the associated underlying obligations. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Obligations | 11. LEASE OBLIGATIONS The Company has operating and finance leases primarily for construction and transportation equipment, as well as office space. The Company’s leases have remaining lease terms of one month to eight years, some of which include options to extend the leases for up to ten years. The components of lease expense is as follows: Years Ended December 31, 2020 2019 Operating lease cost $ 8,541 $ 8,594 Short-term lease cost $ 13,109 $ 18,032 Finance lease cost: Amortization of right-of-use assets $ 204 $ 213 Interest on lease liabilities 28 20 Total finance lease cost $ 232 $ 233 Supplemental cash flow information related to leases is as follows: Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,296 $ 8,127 Operating cash flows from finance leases $ 28 $ 20 Financing cash flows from finance leases $ 204 $ 213 Right-of-use assets obtained in exchange for lease obligations (noncash): Operating leases $ 8,450 $ 8,955 Finance leases $ — $ 816 Supplemental balance sheet information related to leases is as follows: December 31, December 31, Operating Leases Operating lease right-of-use assets $ 16,515 $ 13,979 Current portion of long-term lease obligations $ 7,588 $ 7,095 Long-term lease obligations 8,958 6,976 Total operating lease liabilities $ 16,546 $ 14,071 Finance Leases Property and equipment, at cost $ 1,479 $ 1,479 Accumulated depreciation (702) (482) Property and equipment, net $ 777 $ 997 Current maturities of long-term debt $ 188 $ 204 Long-term debt 372 560 Total finance lease liabilities $ 560 $ 764 Weighted Average Remaining Lease Term Operating leases 3.2 2.5 Finance leases 3.2 4.0 Weighted Average Discount Rate Operating leases 5.7 % 6.0 % Finance leases 4.2 % 4.2 % Maturities of lease liabilities are as follows: Operating Finance Year Ending December 31, 2021 $ 7,085 $ 208 2022 5,492 161 2023 2,969 154 2024 1,270 77 2025 542 — Thereafter 1,014 — Total lease payments $ 18,372 $ 600 Less imputed interest (1,826) (40) Total $ 16,546 $ 560 |
Lease Obligations | 11. LEASE OBLIGATIONS The Company has operating and finance leases primarily for construction and transportation equipment, as well as office space. The Company’s leases have remaining lease terms of one month to eight years, some of which include options to extend the leases for up to ten years. The components of lease expense is as follows: Years Ended December 31, 2020 2019 Operating lease cost $ 8,541 $ 8,594 Short-term lease cost $ 13,109 $ 18,032 Finance lease cost: Amortization of right-of-use assets $ 204 $ 213 Interest on lease liabilities 28 20 Total finance lease cost $ 232 $ 233 Supplemental cash flow information related to leases is as follows: Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,296 $ 8,127 Operating cash flows from finance leases $ 28 $ 20 Financing cash flows from finance leases $ 204 $ 213 Right-of-use assets obtained in exchange for lease obligations (noncash): Operating leases $ 8,450 $ 8,955 Finance leases $ — $ 816 Supplemental balance sheet information related to leases is as follows: December 31, December 31, Operating Leases Operating lease right-of-use assets $ 16,515 $ 13,979 Current portion of long-term lease obligations $ 7,588 $ 7,095 Long-term lease obligations 8,958 6,976 Total operating lease liabilities $ 16,546 $ 14,071 Finance Leases Property and equipment, at cost $ 1,479 $ 1,479 Accumulated depreciation (702) (482) Property and equipment, net $ 777 $ 997 Current maturities of long-term debt $ 188 $ 204 Long-term debt 372 560 Total finance lease liabilities $ 560 $ 764 Weighted Average Remaining Lease Term Operating leases 3.2 2.5 Finance leases 3.2 4.0 Weighted Average Discount Rate Operating leases 5.7 % 6.0 % Finance leases 4.2 % 4.2 % Maturities of lease liabilities are as follows: Operating Finance Year Ending December 31, 2021 $ 7,085 $ 208 2022 5,492 161 2023 2,969 154 2024 1,270 77 2025 542 — Thereafter 1,014 — Total lease payments $ 18,372 $ 600 Less imputed interest (1,826) (40) Total $ 16,546 $ 560 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. COMMITMENTS AND CONTINGENCIES Insurance The Company carries insurance policies to cover various risks, primarily general liability, automobile liability, workers’ compensation and employee medical expenses under which we are liable to reimburse the insurance company for a portion of each claim paid. Property and Casualty— Payments for general liability and workers’ compensation claim amounts generally range from the first $2 to $250 per occurrence for Workers’ Compensation, and $100 per occurrence for General Liability. We accrue for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historic trends, modified, if necessary, by recent events. Changes in our loss assumptions caused by changes in actual experience would affect our assessment of the ultimate liability and could have an effect on our operating results and financial position for payments up to $350 per occurrence collective for general liability and workers’ compensation, with a maximum aggregate liability of $4,000 combined casualty losses per year. The Company also maintains commercial insurance coverage in excess of the limits of our primary commercial automobile, general liability and employers’ liability policies, in the amount of $75,000. The Company also maintains a guaranteed cost program for Workers’ Compensation, General Liability and Automobile Liability. Utilizing internal actuarial models, the insurance carriers established, and applied to the exposure base, a fixed rate to ascertain the premium cost to the Company. These premium costs are auditable at the conclusion of the policy term to account for discrepancies in the estimated and actual policy exposure, however not for any losses incurred during the policy term. The guaranteed cost program maintained by the Company does carry a deductible, however in a small enough amount as to expose the Company to unsubstantial and immaterial risk for any one loss incurred. Medical— The Company maintains fully insured and self-insured medical benefit plans, which provides medical benefits to employees electing coverage under the plans. Under its self-insured plans, the Company has stop-loss coverage per claim to limit the exposure arising from these claims. Self-insured claims filed and claims incurred but not reported are accrued based upon management’s estimates of the ultimate cost of claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insured liabilities. Guarantees The Company obtains bonding on construction contracts through Travelers Casualty and Surety Company of America (“Travelers”). As is customary in the construction industry, the Company indemnifies Travelers for any losses incurred by it in connection with bonds that are issued. The Company has granted Travelers a security interest in accounts receivable and contract rights for that obligation. The Company typically indemnifies contract owners for claims arising during the construction process and carries insurance coverage for such claims, which in the past have not been material. The Company’s Certificate of Incorporation provides for indemnification of its officers and directors. The Company has a directors and officers insurance policy that limits their exposure to litigation against them in their capacities as such. Litigation The Company, including its construction joint ventures and its consolidated 50% owned subsidiaries, is now and may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions will have a material impact on the Consolidated Financial Statements of the Company. There are no significant unresolved legal issues as of December 31, 2020 and 2019. Purchase Commitments To manage the risk of changes in material prices and subcontracting costs used in tendering bids for construction contracts, most of the time, we obtain firm quotations from suppliers and subcontractors before submitting a bid. These quotations do not include any quantity guarantees. As soon as we are advised that our bid is the lowest, we enter into firm contracts with most of our materials suppliers and sub-contractors, thereby mitigating the risk of future price variations affecting the contract costs. Earn-out Liabilities The Company has an earn-out agreement with Tealstone’s former owners which began on the April 3, 2017 acquisition date and extends through March 31, 2021, and is subject to a maximum earn-out of $15,000 over that period. The initial annual performance period for the Tealstone earn-out ended March 31, 2018. The Tealstone earn-out liability is determined based on Tealstone’s net income performance against established benchmarks. In 2020, 2019 and 2018 the expense related to the earn-out obligation was $1,500, $2,000 and $1,900, respectively, recorded in “Other operating expense, net” on the Consolidated Statements of Operations. This liability is included in other current liabilities on the accompanying Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. INCOME TAXES Provision for Income Taxes The Company and its subsidiaries are based in the U.S. and file federal and various state income tax returns. The components of the provision for income taxes were as follows: Years Ended December 31, 2020 2019 2018 Current tax expense $ 3,032 $ 1,182 $ 288 Deferred tax (benefit) expense 19,439 (27,398) 1,450 Income tax (benefit) expense $ 22,471 $ (26,216) $ 1,738 Due to the net operating loss carryforwards, the Company expects no cash payments for federal tax income taxes for expense for 2020 and 2019. The Company makes cash payments for state income taxes in states in which the Company does not have net operating loss carry forwards. Effective Tax Rate The items comprising the difference between income taxes computed at the U.S. federal statutory rates in effect for 2020, 2019 and 2018 and our effective tax rates were as follows: Years Ended December 31, 2020 2019 2018 Amount % Amount % Amount % Tax expense at the U.S. federal statutory rate $ 13,729 21.0 % $ 3,041 21.0 % $ 6,568 21.0 % State income taxes, net of federal benefits 5,149 7.9 % 1,670 11.5 % 364 1.2 % Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling interests owners (141) (0.2) % (2,241) (15.5) % (4,097) (13.1) % Valuation allowance — — % (29,375) (202.9) % (1,013) (3.2) % Executive compensation, including stock incentives 1,881 2.9 % 805 5.6 % 26 0.1 % Other permanent differences 1,853 2.8 % (116) (0.8) % (110) (0.4) % Income tax (benefit) expense $ 22,471 34.4 % $ (26,216) (181.1) % $ 1,738 5.6 % The 2020 effective income tax rate varied from the statutory rate primarily as a result of state income taxes, nondeductible compensation and other permanent differences. The decrease from the U.S. federal statutory rate in 2019 was primarily a result of the reversal of the valuation allowance on our net deferred tax assets. The 2018 effective income tax rate varied from the statutory rate primarily as a result of a change in the valuation allowance on our net deferred tax assets exclusive of deferred tax liabilities on indefinite lived assets and net income attributable to noncontrolling interest owners, which is taxable to those owners rather than the Company. Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities were as follows: Long Term As of December 31, 2020 2019 Assets related to: Accrued compensation and other $ 4,743 $ 3,981 Noncontrolling interests 1,860 1,812 Deferred revenue — 922 Members interest liabilities 9,131 11,328 Right of use liabilities 3,687 3,253 Derivative Liability 1,557 — Deferred Payments 2,223 — Net operating loss carryforwards 14,316 19,801 Total deferred tax assets 37,517 41,097 Liabilities related to: Depreciation of property and equipment (16,490) (7,911) Right of use assets (3,680) (3,232) Amortization of tax basis goodwill (7,099) (3,091) Other (2,431) (851) Total deferred tax liabilities $ (29,700) $ (15,085) Net total deferred tax asset $ 7,817 $ 26,012 Net Operating Loss— At December 31, 2020 the Company had federal and state net operating loss (“NOL”) carryforwards of $58,719 and $36,381, respectively, which expire at various dates in the next 18 years for U.S. federal income tax and in the next 8 to 18 years for the various state jurisdictions where we operate. Such NOL carryforwards expire beginning in 2028 through 2039. Valuation Allowance— The Company performs an analysis at the end of each reporting period to determine whether it is more likely than not deferred tax assets will be realized in future years. In performing its assessments in prior periods, a full valuation allowance was recorded as a result of objective negative evidence which included historical losses from 2013 to 2016 and the first quarter of 2017 and associated limits on ability to consider other subjective evidence such as projections for future growth. During 2019, the Company achieved eleven of the last twelve consecutive quarters of pre-tax income and is projecting sufficient future taxable income to be available to utilize all NOLs prior to their expiration. Deferred tax liabilities were a consideration in the analysis of whether to apply a valuation allowance because taxable temporary differences may be used as a source of taxable income to support the realization of deferred tax assets. A deferred tax liability that relates to an asset with an indefinite life, such as goodwill, may not be considered a source of income and should not be netted against deferred tax assets for valuation allowance purposes. As a result of this analysis, the Company believed that there was sufficient positive evidence that outweighed any negative evidence and therefore released the full valuation allowance in the fourth quarter of 2019. Uncertain Tax Positions As a result of the Company’s analysis, management has determined that the Company does not have any material uncertain tax positions. The Company’s U.S. federal income tax returns for 2018 and later years are open and subject to examination by the I.R.S. In addition, the Company’s state income tax returns for 2017 and later years are open and subject to examination. Additionally, federal and state NOLs may be adjusted by the taxing authorities for the 2013 and later tax years. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 14. STOCKHOLDERS' EQUITY General —Holders of common stock are entitled to one vote for each share on all matters voted upon by the stockholders, including the election of directors and do not have cumulative voting rights. Holders of common stock are entitled to share ratably in net assets upon any dissolution or liquidation after payment of provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding. Common stock shares are not subject to any redemption provisions and are not convertible into any other shares of capital stock. The rights, preferences and privileges of holders of common stock are subject to those of the holders of any shares of preferred stock that may be issued in the future. The Board of Directors may authorize the issuance of one or more classes or series of preferred stock without stockholder approval and may establish the voting powers, designations, preferences and rights and restrictions of such shares. No preferred shares have been issued. Treasury Stock —On November 2, 2018, the Board of Directors approved a plan that authorized stock repurchases of up to 2,000 shares of the Company’s common stock. Under the plan, the Company may repurchase its common stock in the open market or through privately negotiated transactions at such times and at such prices as determined to be in the Company’s best interest. The Company accounts for the repurchase of treasury shares under the cost method. This repurchase program expired on June 30, 2020. As mentioned in Note 9 - Debt, the Company’s Credit Agreement entered into on October 2, 2019 contains various usual and customary covenants including one that limits the repurchase of common shares. Under the plan, the Company repurchased 0, 250 and 467 shares of its common stock during fiscal years 2020, 2019, and 2018, respectively. See Note 15 - Stock Incentive Plan, for a discussion of share repurchases transferred into treasury stock resulting from tax withholding requirements under our stock incentive plan. AOCI —During the years ended December 31, 2020 and 2019, changes to AOCI were a result of net gains (losses) recognized in OCI and amounts reclassified from AOCI into earnings related to our interest rate derivative. See Note 10 - Financial Instruments for further discussion of our cash flow hedge. Stock Offerings —On October 2, 2019, in connection with the Plateau Acquisition, the Company issued 1,245 shares of the Company’s stock as consideration paid to the Plateau sellers. The value of the shares issued was $16,195 based on Sterling’s closing stock price on October 1, 2019. See Note 3 - Plateau Acquisition for further discussion of the Plateau Acquisition purchase consideration. |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stock Incentive Plan | 15. STOCK INCENTIVE PLAN General —The Company has stock incentive plans (the “Stock Incentive Plans”) administered by the Compensation and Talent Development Committee of the Board of Directors. Under the Stock Incentive Plans, the Company can issue shares to employees and directors in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance share units (“PSUs”). Compensation expense recognized related to the Company’s Stock Incentive Plans was $11,572, $3,761 and $3,064 for 2020, 2019 and 2018, respectively. Under our 2018 Stock Incentive Plan, we are authorized to issue 1,800 shares, and assuming PSU vestings occur at maximum payout with vesting dates through 2024, no authorized shares remained available under our Stock Incentive Plans for future grants at December 31, 2020. The Company intends to propose an increase in the amount of authorized shares under the 2018 Stock Incentive Plan at its 2021 annual meeting of stockholders. During 2019, the Company implemented an Employee Stock Purchase Plan (“ESPP”). Under the ESPP, employees may make quarterly purchases of shares at a discount through regular payroll deductions for up to 15% of their compensation, subject to a $25 maximum purchase per year. The shares are purchased at 85% of the closing price per share on the last trading day of the calendar quarter. Included within total stock-based compensation expense is $71 and $27 of expense related to the ESPP, for 2020 and 2019, respectively. ESPP expense represents the difference between the fair value on the date of purchase and the price paid. At December 31, 2020, 748 authorized shares remained available for issuance under the ESPP. Total equity-based compensation expense recognized related to the Company’s Stock Incentive Plans and the ESPP was $11,643, $3,788 and $3,064 for 2020, 2019 and 2018, respectively, primarily recognized within general and administrative expenses. At December 31, 2020, there was approximately $10,800 of unrecognized compensation cost related to equity-based grants, which is expected to be recognized over a weighted-average period of 2.3 years. The Company recognizes forfeitures as they occur, rather than estimating expected forfeitures. RSAs —The Company’s RSA awards may not be sold or otherwise transferred until certain restrictions have lapsed, which is generally over a three-year graded vesting period for employees and over one year for Directors. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date and is expensed on a straight-line basis over the vesting period. During 2020, we recognized $653 of compensation expense. The following table presents RSA activity: Number of Shares Weighted Average RSAs Balance at December 31, 2019 83 11.91 Granted 51 8.73 Vested (71) 11.22 Forfeited (8) 15.50 Balance at December 31, 2020 55 9.26 During 2019, 52 RSAs were granted with a weighted-average grant-date fair value per share of $12.06. During 2018, 49 RSAs were granted with a weighted-average grant-date fair value per share of $11.64. The total fair value of RSAs that vested during 2020, 2019 and 2018 was $799, $1,261 and $1,107, respectively. RSUs —The Company’s RSU awards may not be sold or otherwise transferred until certain restrictions have lapsed, which is generally over a three-year graded vesting period. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date and is expensed on a straight-line basis over the vesting period. During 2020, we recognized $2,614 of compensation expense. The following table presents RSU activity: Number of Shares Weighted Average RSUs Balance at December 31, 2019 344 13.78 Granted 169 13.52 Vested (213) 13.72 Forfeited (13) 11.67 Balance at December 31, 2020 287 13.77 During 2019, 261 RSUs were granted with a weighted-average grant-date fair value per share of 12.14. During 2018, 248 RSUs were granted with a weighted-average grant-date fair value per share of 16.08. The total fair value of RSUs that vested during 2020, 2019 and 2018 were $2,918, $1,709, and $392, respectively. PSUs —The Company’s performance-based share awards are subject to the achievement of specified financial based performance targets and are generally based upon EPS and vest over three years. The total initial fair value for these awards is determined based upon the market price of our stock at the grant date applied to the total number of shares. This fair value is expensed and adjusted over the vesting period based on the level of payout expected to be achieved. As a result of financial performance conditions met during 2020, we recognized $8,305 of compensation expense. During 2020, 2019 and 2018, PSU shares totaling 176, 310 and 890, respectively, were granted with a weighted-average grant-date fair value per share of $14.06, $11.81 and $11.64, respectively. During 2020, upon vesting and achievement of certain performance goals, we distributed 133 PSUs with a weighted-average grant-date fair value per share of $12.20. The total fair value of PSUs that vested during 2020 and 2019 was $1,620 and $948, respectively. No PSUs vested in 2018. Shares Withheld for Taxes —The Company withheld 123, 74 and 8 shares for taxes on RSU and PSU stock-based compensation vestings for $1,845, $964 and $92 during 2020, 2019 and 2018, respectively. The Company withheld 11, 17 and 28 shares for taxes on RSA stock-based compensation vestings for $140, $255 and $361 during 2020, 2019 and 2018, respectively. Warrants —On April 3, 2017, the Company issued warrants (the “Warrants”) to the lenders under the Oaktree Facility (the “Holders”) pursuant to which such holders have the right to purchase, for a period of 5 years from the date of issuance, up to an aggregate of 1,000 shares of the Company’s common stock (the “Warrant Shares”) at an initial exercise price of $10.25 per share, subject to adjustment for stock splits, combinations and similar recapitalization events and weighted-average anti-dilution upon the issuance by the Company of shares of common stock or rights, options or convertible securities exercisable for common stock in the future at a price below the exercise price of the Warrants. The Company valued these Warrants using the Black-Scholes model, which is a type 3 fair value measurement. The key assumptions used in the Black-Scholes Model and fair value output are summarized in the table below: April 3, 2017 Stock price at grant date $ 8.88 Exercise option price $ 10.25 Expected term of warrants (in years) 5 Expected volatility rate 48.29 % Risk-free rate 1.88 % Expected dividend yield — % Total fair value $ 3,500 During 2020, certain holders of warrants elected the cashless exercise option, and the Company issued 110 common shares on the exercise of 470 warrants with a market value of $1,477. There were no exercises during 2019 or 2018. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 16. EARNINGS PER SHARE Basic net income per share attributable to Sterling common stockholders is computed by dividing net income attributable to Sterling common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share attributable to Sterling common stockholders is the same as basic net income per share attributable to Sterling common stockholders but includes dilutive unvested stock awards and warrants using the treasury stock method. The following table reconciles the numerators and denominators of the basic and diluted per common share computations for net income attributable to Sterling common stockholders: Years Ended December 31, 2020 2019 2018 Numerator: Net income attributable to Sterling common stockholders $ 42,306 $ 39,901 $ 25,187 Denominator: Weighted average common shares outstanding — basic 27,859 26,671 26,903 Shares for dilutive unvested stock and warrants 336 448 291 Weighted average common shares outstanding — diluted 28,195 27,119 27,194 Basic net income per share attributable to Sterling common stockholders $ 1.52 $ 1.50 $ 0.94 Diluted net income per share attributable to Sterling common stockholders $ 1.50 $ 1.47 $ 0.93 |
Retirement Benefits
Retirement Benefits | 12 Months Ended |
Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Retirement Benefits | 17. RETIREMENT BENEFITS Defined Contribution Plans The Company maintains a defined contribution profit-sharing plan (401(k) plan) covering substantially all non-union persons employed by the Company, whereby employees may contribute a percentage of compensation, limited to maximum allowed amounts under the Internal Revenue Code. The 401(k) plan provides for a discretionary employer contribution and is determined annually by the Company’s board of directors. The Company made matching contributions for the year ended December 31, 2020 and 2019 of $3,250 and $2,842, respectively, and $2,700 for the year ended December 31, 2018. Multi-Employer Pension Plans As of December 31, 2020, the Company had approximately 2,600 employees, including 2,200 field personnel. We had 300 employees, or 13% of total employees, that were union members covered by collective bargaining agreements. The Company contributes to a number of multi-employer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects: • Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The following table presents our participation in these plans: Pension Trust Pension Plan Employer Identification Number Pension Protection Act (“PPA”) Certified Zone Status (1) FIP / RP Status Pending/Implemented (2) Contributions Surcharge Expiration Date of Collective Bargaining Agreement (3) 2020 2019 2020 2019 2018 Pension Trust Fund for Operating Engineers Pension Plan 94-6090764 Yellow Yellow Yes $ 2,278 $ 2,314 $ 1,932 No Various Carpenter Funds Administrative Office 94-6050970 Red Red Yes 915 547 748 No Various Laborers Pension Trust for Northern California 94-6277608 Green Green Yes 787 857 880 No Various Cement Mason Pension Trust Fund For Northern California 94-6277669 Yellow Yellow Yes 426 320 504 No Various All other funds (4) 7,571 7,144 7,283 Total Contributions: $ 11,977 $ 11,182 $ 11,347 (1) The most recent PPA zone status available in 2020 and 2019 is for the plan’s year-end during 2019 and 2018, respectively. The zone status is based on information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded and plans in the green zone are at least 80 percent funded. (2) Indicates whether the plan has a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) which is either pending or has been implemented. (3) Lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. (4) These funds include multi-employer plans for pensions and other employee benefits. The total individually insignificant multi-employer pension costs contributed were $1,252, $829 and $1,300 for 2020, 2019 and 2018, respectively, and are included in the contributions to all other funds along with contributions to other types of benefit plans. Other employee benefits include certain coverage for medical, prescription drug, dental, vision, life and accidental death and dismemberment, disability and other benefit costs. We currently have no intention of withdrawing from any of the multi-employer pension plans in which we participate. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 18. SUPPLEMENTAL CASH FLOW INFORMATION Operating assets and liabilities The following table summarizes the changes in the components of operating assets and liabilities: Years Ended December 31, 2020 2019 2018 Accounts receivable $ (8,552) $ (10,089) $ (7,203) Contracts in progress, net 65,963 (5,188) (8,288) Receivables from and equity in construction joint ventures (7,457) 1,524 659 Other current and non-current assets (7,861) 43 924 Accounts payable (42,392) 10,987 1,969 Accrued compensation and other liabilities 8,260 (839) (4,038) Members' interest subject to mandatory redemption and undistributed earnings 2,287 (340) 1,957 Changes in operating assets and liabilities $ 10,248 $ (3,902) $ (14,020) |
Concentration of Risk and Enter
Concentration of Risk and Enterprise Wide Disclosures | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Concentration of Risk and Enterprise Wide Disclosures | 19. CONCENTRATION OF RISK AND ENTERPRISE WIDE DISCLOSURES Contract Revenues —The following table shows contract revenues generated from customers that accounted for more than 10% of the Company’s consolidated revenues: Years Ended December 31, 2020 2019 2018 Amount % Amount % Amount % Utah Department of Transportation (“UDOT”) * * $ 135,496 12.0 % $ 153,276 14.8 % *Represents less than 10% of revenues Contract Receivables —At December 31, 2020, a customer in our Specialty Services segment accounted for 11% of the Company’s outstanding contract receivables with a receivable balance of $19,807. At December 31, 2019, the same customer accounted for 11% of the Company’s outstanding contract receivables with a receivable balance of $18,700. The Company’s revenue and receivables are entirely derived from the construction of U.S. projects and all of the Company’s assets are held domestically within the U.S. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 20. RELATED PARTY TRANSACTIONS The Company has limited related party transactions. The most significant transactions relate to the Company’s Ralph L. Wadsworth Construction (“RLW”) subsidiary and its executive management who own or have an ownership interest in certain real estate and other companies. RLW has historically performed construction contracts, leased properties, or has provided professional and other services for entities owned by the executive managers of RLW. The total RLW related party revenue related to construction contracts totaled $0, $6,400 and $15,300 in 2020, 2019 and 2018, respectively. RLW leases its main office and equipment maintenance shop for its Utah operations for an annual cost of approximately $900. The office and shop leases expire in 2022. Additionally, the Company had other individually insignificant miscellaneous transactions with related parties including facility and equipment leases from management who own or have an ownership interest in real estate and equipment companies. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 21. SEGMENT INFORMATION The Company’s internal and public segment reporting are aligned based upon the services offered by its operating segments. The Company’s operations consist of three reportable segments: Heavy Civil, Specialty Services and Residential. The Company’s Chief Operating Decision Maker evaluates the performance of the operating segment based upon revenue and income from operations. Each segment’s income from operations reflects corporate costs, allocated based primarily upon revenue. The following table presents total revenues, depreciation and amortization, and income from operations by reportable segment for the years ended December 31, 2020, 2019 and 2018: Years Ended December 31, 2020 2019 2018 Revenues Heavy Civil $ 753,824 $ 760,325 $ 765,638 Specialty Services 508,894 212,824 120,333 Residential 164,694 153,129 151,696 Total Revenues $ 1,427,412 $ 1,126,278 $ 1,037,667 Depreciation and Amortization Heavy Civil $ 11,191 $ 12,839 $ 13,492 Specialty Services 19,745 6,059 1,439 Residential 1,849 1,842 1,839 Total Depreciation and Amortization $ 32,785 $ 20,740 $ 16,770 Operating Income Heavy Civil $ 4,536 $ 3,316 $ 17,044 Specialty Services 70,583 18,207 4,629 Residential 20,799 20,539 20,938 Subtotal 95,918 42,062 42,611 Acquisition related costs (1,026) (4,311) — Total Operating Income $ 94,892 $ 37,751 $ 42,611 The following table presents total assets by reportable segment at December 31, 2020 and 2019: December 31, December 31, Assets Heavy Civil $ 288,529 $ 270,646 Specialty Services 580,335 577,377 Residential 83,830 86,666 Total Assets $ 952,694 $ 934,689 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Presentation Basis | Presentation Basis— The accompanying Consolidated Financial Statements are presented in accordance with accounting policies generally accepted in the United States (“GAAP”) and reflect all wholly owned subsidiaries and those entities the Company is required to consolidate. See the “Consolidated 50% Owned Subsidiaries” and “Construction Joint Ventures” sections of this Note for further discussion of the Company’s consolidation policy for those entities that are not wholly owned. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Values presented within tables (excluding per share data) are in thousands. Reclassifications have been made to historical financial data in the Consolidated Financial Statements to conform to the current year presentation. |
Estimates and Judgments | Estimates and Judgments— The preparation of the accompanying Consolidated Financial Statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include the recognition of revenue and earnings from construction contracts over time, the valuation of long-lived assets, goodwill, and purchase accounting estimates. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual results could differ from these estimates. |
Revenue Recognition and Contracts in Progress | Revenue Recognition— Our revenue is derived from long-term contracts for customers in our heavy civil and specialty services business segments, as well as short-term projects for customers in our residential business segment. Accounting treatment for these contracts in accordance with Accounting Standards Update (“ASU”) 2014-09 (Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ) , is as follows: • Performance Obligations Satisfied Over Time (Heavy Civil and Specialty Services) Recognition of Performance Obligations— A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Heavy civil projects typically span between 12 to 36 months, and specialty services projects are between 6 to 24 months. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Some contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the project life cycle (design and construction). Revenues are recognized as our obligations are satisfied over time, using the ratio of project costs incurred to estimated total costs for each contract because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. This continuous transfer of control to the customer is further supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit and take control of any work in process. This cost-to-cost measure is used because management considers it to be the best available measure of progress on these contracts. Contract costs include all direct material, labor, subcontract and other costs and those indirect costs determined to relate to contract performance, such as indirect salaries and wages, equipment repairs and depreciation, insurance and payroll taxes. Items Excluded from Cost-to-Cost— Pre-contract costs are generally not material and are charged to expense as incurred, but in certain cases pre-contract recognition may be deferred if specific probability criteria are met. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Remaining Performance Obligations (“RPOs”)— RPOs represent the amount of revenues we expect to recognize in the future from our contract commitments on projects and are hereafter referred to as “Backlog”. Backlog includes the entire expected revenue values for joint ventures we consolidate and our proportionate value for those we proportionately consolidate. Backlog may not be indicative of future operating results, and projects included in Backlog may be canceled, modified or otherwise altered by customers. See Note 4 - Revenue from Customers , for further discussion. Variable Consideration— Contract modifications through change orders, claims and incentives are routine in the performance of the Company’s contracts to account for changes in the contract specifications or requirements. In most instances, contract modifications are not distinct from the existing contract due to the significant integration of services provided in the contract and are accounted for as a modification of the existing contract and performance obligation. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Change orders that are unapproved as to both price and scope are evaluated as claims. The Company considers claims to be amounts in excess of approved contract prices that the Company seeks to collect from its customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. The Company estimates variable consideration for a performance obligation at the most likely amount to which the Company expects to be entitled (or the most likely amount the Company expects to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled (or will incur in the case of liquidated damages). The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. • Performance Obligations Satisfied at a Point-in-Time (Residential) Revenue for our residential contracts is recognized at a point in time and utilizes an output measure for performance based on the completion of a unit of work (e.g., completion of concrete foundation). The time from starting construction to completion is typically two weeks or less. Upon fulfillment of the performance obligation, the customer is provided an invoice (or equivalent) demonstrating transfer of control to the customer. Contracts in Progress— For performance obligations satisfied over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Typically, Sterling bills for advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. However, the Company occasionally bills subsequent to revenue recognition, resulting in contract assets. Many of the contracts under which the Company performs work also contain retainage provisions. Retainage refers to that portion of our billings held for payment by the customer pending satisfactory completion of the project. Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible. At December 31, 2020 and 2019, contract assets included $44,412 and $52,124 of retainage, respectively, and contract liabilities included $33,856 and $27,251 of retainage, respectively. Retainage on active contracts is classified as current regardless of the term of the contract and is generally collected within one year of the completion of a contract. We anticipate collecting approximately 68% of our December 31, 2020 retainage in 2021. These assets and liabilities are reported on the Consolidated Balance Sheet within “Contract Assets” and “Contract Liabilities” on a contract-by-contract basis at the end of each reporting period. Contract assets decreased by $9,704 compared to December 31, 2019, primarily due to a decrease in retainage. Contract liabilities increased by $56,259 compared to December 31, 2019, primarily due to the timing of advance billings and work progression, partly offset by an increase in retainage. Revenue recognized for the year ended December 31, 2020 that was included in the contract liability balance on December 31, 2019 was $444,213. Revenue recognized for the year ended December 31, 2019 that was included in the contract liability balance on December 31, 2018 was $274,341. |
Accounts Receivables | Accounts Receivable— Receivables are generally based on amounts billed to the customer in accordance with contractual provisions. Receivables increased by $8,552 compared to December 31, 2019, primarily due to timing of receipts and increased revenue. Receivables are written off based on individual credit evaluation and specific circumstances of the customer, when such treatment is warranted. The Company performs a review of outstanding receivables, historical collection information and existing economic conditions to determine if there are potential uncollectible receivables. At December 31, 2020 and 2019, our allowance for our estimate of expected credit losses was zero. As is customary, we have agreed to indemnify our bonding company for all losses incurred by it in connection with bonds that are issued, and we have granted our bonding company a security interest in certain assets, including accounts receivable, as collateral for such obligation. |
Consolidated 50% Owned Subsidiaries and Construction Joint Ventures | Consolidated 50% Owned Subsidiaries— The Company has 50% ownership interests in two subsidiaries that it fully consolidates as a result of its exercise of control of the entities. The results attributable to the 50% portions that the Company does not own are eliminated within “Other operating expense, net” within the Consolidated Statements of Operations and an associated liability is established within “Members’ interest subject to mandatory redemption and undistributed earnings” within the Consolidated Balance Sheets. These subsidiaries also have individual mandatory redemption provisions which, under circumstances that are certain to occur, obligate the Company to purchase the remaining 50% interests. These purchase obligations are also recorded in “Members’ interest subject to mandatory redemption and undistributed earnings” on the Consolidated Balance Sheets. Construction Joint Ventures— In the ordinary course of business, the Company executes specific projects and conducts certain operations through joint venture arrangements (referred to as “joint ventures”). The Company has various ownership interests in these joint ventures, with such ownership typically proportionate to the Company’s decision making and distribution rights. Each joint venture is assessed at inception and on an ongoing basis as to whether it qualifies as a Variable Interest Entity (“VIE”) under the consolidations guidance in ASC Topic 810. If at any time a joint venture qualifies as a VIE, the Company performs a qualitative assessment to determine whether the Company is the primary beneficiary of the VIE and therefore needs to consolidate the VIE. If the Company determines it is not the primary beneficiary of the VIE or only has the ability to significantly influence, rather than control the joint venture, it is not consolidated. The Company accounts for unconsolidated joint ventures using a pro-rata basis in the Consolidated Statements of Operations and as a single line item (“Receivables from and equity in construction joint ventures”) in the Consolidated Balance Sheets. This method is a permissible modification of the equity method of accounting which is a common practice in the construction industry. |
Cash and Restricted Cash | Cash and Restricted Cash— Our cash is comprised of highly liquid investments with maturities of three months or less. Restricted cash of approximately $6,500 and $4,800 is included in “Other current assets” on the Consolidated Balance Sheets at December 31, 2020 and 2019, respectively. This primarily represents cash deposited by the Company into separate accounts and designated as collateral for standby letters of credit in the same amount in accordance with contractual agreements. |
Property and Equipment | Property and Equipment—Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, including buildings and improvements (5 to 39 years) and plant and field equipment (5 to 20 years). Renewals and betterments that substantially extend the useful life of an asset are capitalized and depreciated. Leasehold improvements are depreciated over the lesser of the useful life of the asset or the applicable lease term. |
Leases Arrangements | Lease Arrangements— In the ordinary course of business, the Company enters into a variety of lease arrangements, including operating and finance leases. • Operating & Finance Leases— The Company determines if an arrangement is a lease at inception. The operating lease right-of-use (“ROU”) assets are included within the Company’s non-current assets and lease liabilities are included in current or non-current liabilities on the Company’s Consolidated Balance Sheets. Finance leases are included in “Property and equipment,” “Current maturities of long-term debt,” and “Long-term debt” on the Company’s Consolidated Balance Sheets. ROU assets represent the Company’s right to use, or control the use of, a specified asset for the lease term. Lease liabilities are the Company’s obligation to make lease payments arising from a lease and are measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term on the commencement date. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments continues to be recognized on a straight-line basis over the lease term. |
Goodwill and Intangibles | Goodwill— Goodwill represents the excess of the cost of companies acquired over the fair value of their net assets at the dates of acquisition. Goodwill is not amortized, but instead is reviewed for impairment at least annually at a reporting unit level, absent any interim indicators of impairment. Interim testing for impairment is performed if indicators of potential impairment exist. We perform our annual impairment assessment during the fourth quarter of each year which typically consists of a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its net book value, including goodwill. Factors used in our qualitative assessment include, but are not limited to, macroeconomic conditions, market conditions, cost factors, overall financial performance and Company and reporting unit specific events. If we identify a potential impairment in our qualitative assessment, we perform a quantitative assessment by comparing the fair value of the applicable reporting unit to its net book value, including goodwill. To determine the fair value of our reporting units and test for impairment, we utilize an income approach (discounted cash flow method) as we believe this is the most direct approach to incorporate the specific economic attributes and risk profiles of our reporting units into our valuation model. We generally do not utilize a market approach, given the lack of relevant information generated by market transactions involving comparable businesses. However, to the extent market indicators of fair value become available, we would consider such market indicators in our discounted cash flow analysis and determination of fair value. Refer to Note 8 - Goodwill and Other Intangible Assets for our disclosure regarding goodwill impairment testing. |
Evaluating Impairment of Other Intangible Assets and Other Long-Lived Assets | Evaluating Impairment of Other Intangible Assets and Other Long-Lived Assets—Our finite-lived intangible assets are amortized over their estimated remaining useful economic lives. Our project-related intangible assets are amortized as the applicable projects progress, customer relationships are amortized utilizing an accelerated method based on the pattern of cash flows expected to be realized, taking into consideration expected revenues and customer attrition, and our other intangibles are amortized utilizing a straight-line method. When events or changes in circumstances indicate that finite-lived intangible and other long-lived assets may be impaired, an evaluation is performed. If the asset or asset group fails the recoverability test, we will perform a fair value measurement to determine and record an impairment charge. |
Federal and State Income Taxes | Federal and State Income Taxes—We determine deferred income tax assets and liabilities using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We recognize the financial statement benefit of a tax position only after determining the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As a result of the Company’s analysis, management has determined the Company does not have any material uncertain tax positions. The Company’s policy is to recognize interest related to any underpayment of taxes as interest expense and penalties as administrative expense. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13 to add the guidance in ASC 326 on the impairment of financial instruments. The ASU introduces an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The ASU is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this guidance effective January 1, 2020 and noted no material impact to the Company’s Consolidated Financial Statements. |
Plateau Acquisition (Tables)
Plateau Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Summary of Fair Value Consideration Transferred | Sterling completed the Plateau Acquisition for a purchase price of $427,533, net of cash acquired, detailed as follows: Cash consideration transferred, net of $2,425 of cash acquired $ 375,000 Target working capital adjustment 21,323 Equity consideration transferred (1,245 shares at $13.01 per share (1) ) 16,195 Note payable to seller (See Note 9 - Debt) 10,000 Tax basis election 5,015 Total consideration $ 427,533 (1) Sterling’s closing stock price on October 1, 2019 |
Summary of Preliminary Purchase Price Allocation | The following table summarizes our purchase price allocation at the acquisition closing date, net of cash acquired: Net tangible assets: Accounts receivable $ 61,110 Contract assets 13,035 Other current assets 249 Property and equipment, net 65,492 Other non-current assets, net 10 Accounts payable (22,039) Contract liabilities (7,790) Other current and non-current liabilities (7,918) Total net tangible assets 102,149 Identifiable intangible assets 218,600 Goodwill 106,784 Total consideration transferred $ 427,533 |
Schedule of Identifiable Intangible Assets Acquired | Weighted Average Life (Years) October 2, 2019 Customer relationships 25 $ 191,800 Trade name 25 24,800 Non-compete agreements 5 2,000 Total $ 218,600 |
Summary of Proforma Information | Years Ended December 31, 2019 2018 Pro forma revenue $ 1,358,736 $ 1,326,854 Pro forma net income attributable to Sterling (1) $ 90,408 $ 54,282 (1) Pro forma net income attributable to Sterling does not include any non-cash income tax expense, as we had a valuation allowance in 2018 and 2019. Additionally, in 2019 we had a reversal of the valuation allowance on our net deferred tax assets. See Note 13 - Income Taxes for a further discussion of the reversal. |
Revenue from Customers (Tables)
Revenue from Customers (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Backlog By Segment | The following table presents the Company’s backlog, by segment: December 31, 2020 2019 Heavy Civil Backlog $ 898,183 $ 834,049 Specialty Services Backlog 277,205 233,976 Total Heavy Civil and Specialty Services Backlog $ 1,175,388 $ 1,068,025 |
Disaggregation of Revenue | The following tables present the Company’s revenues disaggregated by major end market and contract type: Years Ended December 31, Revenues by major end market 2020 2019 2018 Heavy Highway $ 526,561 $ 483,175 $ 513,376 Aviation 109,894 141,371 111,824 Water Containment and Treatment 69,922 65,795 66,928 Other 47,447 69,984 73,510 Heavy Civil Revenues 753,824 760,325 765,638 Land Development 397,253 84,637 — Commercial 111,641 128,187 120,333 Specialty Services Revenues 508,894 212,824 120,333 Residential Revenues 164,694 153,129 151,696 Total Revenues $ 1,427,412 $ 1,126,278 $ 1,037,667 Revenues by contract type Fixed-Unit Price $ 843,401 $ 708,638 $ 733,047 Lump Sum 389,045 262,237 146,874 Residential and Other 194,966 155,403 157,746 Total Revenues $ 1,427,412 $ 1,126,278 $ 1,037,667 |
Consolidated 50% Owned Subsid_2
Consolidated 50% Owned Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Schedule of Components of Agreement Obligation | The liability consists of the following: As of December 31, 2020 2019 Members’ interest subject to mandatory redemption $ 40,000 $ 40,000 Net accumulated earnings 11,290 9,003 Total liability $ 51,290 $ 49,003 |
Condensed Income Statement | Summary financial information for Myers is as follows: Years Ended December 31, 2020 2019 2018 Revenues $ 200,674 $ 205,615 $ 193,677 Operating income $ 4,796 $ 6,372 $ 8,819 Net income $ 2,382 $ 3,196 $ 4,415 Summary financial information for this construction joint venture is as follows: Years Ended December 31, 2020 2019 Revenues $ 15,800 $ 6,903 Operating income $ 1,271 $ 467 Net income $ 1,278 $ 471 Years Ended December 31, 2020 2019 2018 Revenues $ 198,497 $ 158,291 $ 115,441 Income before tax $ 22,517 $ 20,449 $ 8,097 Sterling’s noncontrolling interest: Revenues $ 88,825 $ 76,419 $ 55,134 Income before tax $ 10,061 $ 8,170 $ 4,104 |
Construction Joint Ventures (Ta
Construction Joint Ventures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Condensed Income Statement | Summary financial information for Myers is as follows: Years Ended December 31, 2020 2019 2018 Revenues $ 200,674 $ 205,615 $ 193,677 Operating income $ 4,796 $ 6,372 $ 8,819 Net income $ 2,382 $ 3,196 $ 4,415 Summary financial information for this construction joint venture is as follows: Years Ended December 31, 2020 2019 Revenues $ 15,800 $ 6,903 Operating income $ 1,271 $ 467 Net income $ 1,278 $ 471 Years Ended December 31, 2020 2019 2018 Revenues $ 198,497 $ 158,291 $ 115,441 Income before tax $ 22,517 $ 20,449 $ 8,097 Sterling’s noncontrolling interest: Revenues $ 88,825 $ 76,419 $ 55,134 Income before tax $ 10,061 $ 8,170 $ 4,104 |
Condensed Balance Sheet | Combined financial amounts of joint ventures in which the Company has a noncontrolling interest and the Company’s share of such amounts which are included in the Company’s Consolidated Financial Statements are shown below: As of December 31, 2020 2019 Current assets $ 143,608 $ 92,710 Current liabilities $ (141,295) $ (86,705) Sterling’s receivables from and equity in construction joint ventures $ 16,653 $ 9,196 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment are summarized as follows: As of December 31, 2020 2019 Construction and transportation equipment $ 231,799 $ 217,945 Buildings and improvements 21,025 14,641 Land 3,891 3,891 Office equipment 3,012 2,767 Total property and equipment 259,727 239,244 Less accumulated depreciation (133,059) (123,214) Total property and equipment, net $ 126,668 $ 116,030 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents goodwill by reportable segment: December 31, December 31, Goodwill Heavy Civil $ 54,806 $ 54,806 Specialty Services 106,783 106,661 Residential 30,425 30,425 Total Goodwill $ 192,014 $ 191,892 |
Schedule of Finite-Lived Intangible Assets | The following table presents our acquired finite-lived intangible assets, including the weighted-average useful lives for each major intangible asset category and in total: December 31, 2020 December 31, 2019 Weighted Gross Gross Customer relationships 25 $ 232,623 $ (16,360) $ 232,623 $ (6,911) Trade name 23 30,107 (3,209) 30,107 (1,692) Non-compete agreements 5 2,487 (761) 2,487 (291) Total 24 $ 265,217 $ (20,330) $ 265,217 $ (8,894) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s outstanding debt was as follows: As of December 31, 2020 2019 Term Loan Facility $ 355,000 $ 400,000 Revolving Credit Facility — 20,000 Credit Facility 355,000 420,000 Note payable to seller, Plateau Acquisition 10,000 10,000 Notes and deferred payments to sellers, Tealstone Acquisition — 12,230 Other debt 10,397 805 Total debt 375,397 443,035 Less - Current maturities of long-term debt (77,434) (42,473) Less - Unamortized debt issuance costs (6,714) (9,935) Total long-term debt $ 291,249 $ 390,627 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The following table presents the fair value of the interest rate derivative by valuation hierarchy and balance sheet classification: December 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Assets Other current assets $ — $ — $ — $ — $ — $ 216 $ — $ 216 Other non-current assets — — — — — — — — Total assets at fair value $ — $ — $ — $ — $ — $ 216 $ — $ 216 Derivative Liabilities Other current liabilities $ — $ (4,427) $ — $ (4,427) $ — $ (61) $ — $ (61) Other non-current liabilities — (2,629) — (2,629) — (398) — (398) Total liabilities at fair value $ — $ (7,056) $ — $ (7,056) $ — $ (459) $ — $ (459) |
Schedule of Derivative Assets at Fair Value | The following table presents the fair value of the interest rate derivative by valuation hierarchy and balance sheet classification: December 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Assets Other current assets $ — $ — $ — $ — $ — $ 216 $ — $ 216 Other non-current assets — — — — — — — — Total assets at fair value $ — $ — $ — $ — $ — $ 216 $ — $ 216 Derivative Liabilities Other current liabilities $ — $ (4,427) $ — $ (4,427) $ — $ (61) $ — $ (61) Other non-current liabilities — (2,629) — (2,629) — (398) — (398) Total liabilities at fair value $ — $ (7,056) $ — $ (7,056) $ — $ (459) $ — $ (459) |
Schedule of Changes in AOCI | The following table presents the total value recognized in OCI and reclassified from AOCI into earnings during the years ending December 31, 2020 and 2019 for derivatives designated as cash flow hedges: Year Ended Year Ended Before Tax Amount Tax Net of Tax Before Tax Amount Tax Net of Tax Net gain (loss) recognized in OCI $ (10,103) $ 2,273 $ (7,830) $ (243) $ 57 $ (186) Net amount reclassified from AOCI into earnings (1) 3,555 (780) 2,775 (30) 7 (23) Change in other comprehensive income $ (6,548) $ 1,493 $ (5,055) $ (273) $ 64 $ (209) (1) Net unrealized losses totaling $4,192 are anticipated to be reclassified from AOCI into interest expense during the next 12 months due to settlement of the associated underlying obligations. |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Costs | The components of lease expense is as follows: Years Ended December 31, 2020 2019 Operating lease cost $ 8,541 $ 8,594 Short-term lease cost $ 13,109 $ 18,032 Finance lease cost: Amortization of right-of-use assets $ 204 $ 213 Interest on lease liabilities 28 20 Total finance lease cost $ 232 $ 233 Supplemental cash flow information related to leases is as follows: Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,296 $ 8,127 Operating cash flows from finance leases $ 28 $ 20 Financing cash flows from finance leases $ 204 $ 213 Right-of-use assets obtained in exchange for lease obligations (noncash): Operating leases $ 8,450 $ 8,955 Finance leases $ — $ 816 Supplemental balance sheet information related to leases is as follows: December 31, December 31, Operating Leases Operating lease right-of-use assets $ 16,515 $ 13,979 Current portion of long-term lease obligations $ 7,588 $ 7,095 Long-term lease obligations 8,958 6,976 Total operating lease liabilities $ 16,546 $ 14,071 Finance Leases Property and equipment, at cost $ 1,479 $ 1,479 Accumulated depreciation (702) (482) Property and equipment, net $ 777 $ 997 Current maturities of long-term debt $ 188 $ 204 Long-term debt 372 560 Total finance lease liabilities $ 560 $ 764 Weighted Average Remaining Lease Term Operating leases 3.2 2.5 Finance leases 3.2 4.0 Weighted Average Discount Rate Operating leases 5.7 % 6.0 % Finance leases 4.2 % 4.2 % |
Maturities of Finance Lease Liabilities | Maturities of lease liabilities are as follows: Operating Finance Year Ending December 31, 2021 $ 7,085 $ 208 2022 5,492 161 2023 2,969 154 2024 1,270 77 2025 542 — Thereafter 1,014 — Total lease payments $ 18,372 $ 600 Less imputed interest (1,826) (40) Total $ 16,546 $ 560 |
Maturities of Operating Lease Liabilities | Maturities of lease liabilities are as follows: Operating Finance Year Ending December 31, 2021 $ 7,085 $ 208 2022 5,492 161 2023 2,969 154 2024 1,270 77 2025 542 — Thereafter 1,014 — Total lease payments $ 18,372 $ 600 Less imputed interest (1,826) (40) Total $ 16,546 $ 560 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company and its subsidiaries are based in the U.S. and file federal and various state income tax returns. The components of the provision for income taxes were as follows: Years Ended December 31, 2020 2019 2018 Current tax expense $ 3,032 $ 1,182 $ 288 Deferred tax (benefit) expense 19,439 (27,398) 1,450 Income tax (benefit) expense $ 22,471 $ (26,216) $ 1,738 |
Schedule of Effective Income Tax Rate Reconciliation | The items comprising the difference between income taxes computed at the U.S. federal statutory rates in effect for 2020, 2019 and 2018 and our effective tax rates were as follows: Years Ended December 31, 2020 2019 2018 Amount % Amount % Amount % Tax expense at the U.S. federal statutory rate $ 13,729 21.0 % $ 3,041 21.0 % $ 6,568 21.0 % State income taxes, net of federal benefits 5,149 7.9 % 1,670 11.5 % 364 1.2 % Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling interests owners (141) (0.2) % (2,241) (15.5) % (4,097) (13.1) % Valuation allowance — — % (29,375) (202.9) % (1,013) (3.2) % Executive compensation, including stock incentives 1,881 2.9 % 805 5.6 % 26 0.1 % Other permanent differences 1,853 2.8 % (116) (0.8) % (110) (0.4) % Income tax (benefit) expense $ 22,471 34.4 % $ (26,216) (181.1) % $ 1,738 5.6 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities were as follows: Long Term As of December 31, 2020 2019 Assets related to: Accrued compensation and other $ 4,743 $ 3,981 Noncontrolling interests 1,860 1,812 Deferred revenue — 922 Members interest liabilities 9,131 11,328 Right of use liabilities 3,687 3,253 Derivative Liability 1,557 — Deferred Payments 2,223 — Net operating loss carryforwards 14,316 19,801 Total deferred tax assets 37,517 41,097 Liabilities related to: Depreciation of property and equipment (16,490) (7,911) Right of use assets (3,680) (3,232) Amortization of tax basis goodwill (7,099) (3,091) Other (2,431) (851) Total deferred tax liabilities $ (29,700) $ (15,085) Net total deferred tax asset $ 7,817 $ 26,012 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table presents RSA activity: Number of Shares Weighted Average RSAs Balance at December 31, 2019 83 11.91 Granted 51 8.73 Vested (71) 11.22 Forfeited (8) 15.50 Balance at December 31, 2020 55 9.26 Number of Shares Weighted Average RSUs Balance at December 31, 2019 344 13.78 Granted 169 13.52 Vested (213) 13.72 Forfeited (13) 11.67 Balance at December 31, 2020 287 13.77 |
Schedule of Fair Value Assumptions And Fair Value Output of Warrants | The Company valued these Warrants using the Black-Scholes model, which is a type 3 fair value measurement. The key assumptions used in the Black-Scholes Model and fair value output are summarized in the table below: April 3, 2017 Stock price at grant date $ 8.88 Exercise option price $ 10.25 Expected term of warrants (in years) 5 Expected volatility rate 48.29 % Risk-free rate 1.88 % Expected dividend yield — % Total fair value $ 3,500 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles the numerators and denominators of the basic and diluted per common share computations for net income attributable to Sterling common stockholders: Years Ended December 31, 2020 2019 2018 Numerator: Net income attributable to Sterling common stockholders $ 42,306 $ 39,901 $ 25,187 Denominator: Weighted average common shares outstanding — basic 27,859 26,671 26,903 Shares for dilutive unvested stock and warrants 336 448 291 Weighted average common shares outstanding — diluted 28,195 27,119 27,194 Basic net income per share attributable to Sterling common stockholders $ 1.52 $ 1.50 $ 0.94 Diluted net income per share attributable to Sterling common stockholders $ 1.50 $ 1.47 $ 0.93 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of Defined Contribution Plan | The following table presents our participation in these plans: Pension Trust Pension Plan Employer Identification Number Pension Protection Act (“PPA”) Certified Zone Status (1) FIP / RP Status Pending/Implemented (2) Contributions Surcharge Expiration Date of Collective Bargaining Agreement (3) 2020 2019 2020 2019 2018 Pension Trust Fund for Operating Engineers Pension Plan 94-6090764 Yellow Yellow Yes $ 2,278 $ 2,314 $ 1,932 No Various Carpenter Funds Administrative Office 94-6050970 Red Red Yes 915 547 748 No Various Laborers Pension Trust for Northern California 94-6277608 Green Green Yes 787 857 880 No Various Cement Mason Pension Trust Fund For Northern California 94-6277669 Yellow Yellow Yes 426 320 504 No Various All other funds (4) 7,571 7,144 7,283 Total Contributions: $ 11,977 $ 11,182 $ 11,347 (1) The most recent PPA zone status available in 2020 and 2019 is for the plan’s year-end during 2019 and 2018, respectively. The zone status is based on information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded and plans in the green zone are at least 80 percent funded. (2) Indicates whether the plan has a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) which is either pending or has been implemented. (3) Lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. (4) These funds include multi-employer plans for pensions and other employee benefits. The total individually insignificant multi-employer pension costs contributed were $1,252, $829 and $1,300 for 2020, 2019 and 2018, respectively, and are included in the contributions to all other funds along with contributions to other types of benefit plans. Other employee benefits include certain coverage for medical, prescription drug, dental, vision, life and accidental death and dismemberment, disability and other benefit costs. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow | The following table summarizes the changes in the components of operating assets and liabilities: Years Ended December 31, 2020 2019 2018 Accounts receivable $ (8,552) $ (10,089) $ (7,203) Contracts in progress, net 65,963 (5,188) (8,288) Receivables from and equity in construction joint ventures (7,457) 1,524 659 Other current and non-current assets (7,861) 43 924 Accounts payable (42,392) 10,987 1,969 Accrued compensation and other liabilities 8,260 (839) (4,038) Members' interest subject to mandatory redemption and undistributed earnings 2,287 (340) 1,957 Changes in operating assets and liabilities $ 10,248 $ (3,902) $ (14,020) |
Concentration of Risk and Ent_2
Concentration of Risk and Enterprise Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | The following table shows contract revenues generated from customers that accounted for more than 10% of the Company’s consolidated revenues: Years Ended December 31, 2020 2019 2018 Amount % Amount % Amount % Utah Department of Transportation (“UDOT”) * * $ 135,496 12.0 % $ 153,276 14.8 % *Represents less than 10% of revenues |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents total revenues, depreciation and amortization, and income from operations by reportable segment for the years ended December 31, 2020, 2019 and 2018: Years Ended December 31, 2020 2019 2018 Revenues Heavy Civil $ 753,824 $ 760,325 $ 765,638 Specialty Services 508,894 212,824 120,333 Residential 164,694 153,129 151,696 Total Revenues $ 1,427,412 $ 1,126,278 $ 1,037,667 Depreciation and Amortization Heavy Civil $ 11,191 $ 12,839 $ 13,492 Specialty Services 19,745 6,059 1,439 Residential 1,849 1,842 1,839 Total Depreciation and Amortization $ 32,785 $ 20,740 $ 16,770 Operating Income Heavy Civil $ 4,536 $ 3,316 $ 17,044 Specialty Services 70,583 18,207 4,629 Residential 20,799 20,539 20,938 Subtotal 95,918 42,062 42,611 Acquisition related costs (1,026) (4,311) — Total Operating Income $ 94,892 $ 37,751 $ 42,611 The following table presents total assets by reportable segment at December 31, 2020 and 2019: December 31, December 31, Assets Heavy Civil $ 288,529 $ 270,646 Specialty Services 580,335 577,377 Residential 83,830 86,666 Total Assets $ 952,694 $ 934,689 |
Nature of Operations (Details)
Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Financing Receivable, Impaired [Line Items] | |||
Increase in accounts receivable | $ 8,552,000 | ||
Allowance for credit loss | 0 | $ 0 | |
Contract asset retainage | 44,412,000 | 52,124,000 | |
Contract liability retainage | 33,856,000 | 27,251,000 | |
Decrease in contract asset retainage | 9,704,000 | ||
Increase in contract liability retainage | 56,259,000 | ||
Contract liability recognized during the period | $ 444,213,000 | ||
Contract liability revenue recognized | 274,341,000 | ||
Retainage rate | 68.00% | ||
Consolidated ownership percentage | 50.00% | 50.00% | |
Other Current Assets | |||
Financing Receivable, Impaired [Line Items] | |||
Restricted cash | $ 6,500,000 | $ 4,800,000 | |
Building and improvements | Minimum | |||
Financing Receivable, Impaired [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Building and improvements | Maximum | |||
Financing Receivable, Impaired [Line Items] | |||
Property, plant and equipment, useful life | 39 years | ||
Plant and field equipment | Minimum | |||
Financing Receivable, Impaired [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Plant and field equipment | Maximum | |||
Financing Receivable, Impaired [Line Items] | |||
Property, plant and equipment, useful life | 20 years | ||
Heavy Civil Construction | Minimum | |||
Financing Receivable, Impaired [Line Items] | |||
Revenue recognition, percentage of completion range | 12 months | ||
Heavy Civil Construction | Maximum | |||
Financing Receivable, Impaired [Line Items] | |||
Revenue recognition, percentage of completion range | 36 months | ||
Specialty Service | Minimum | |||
Financing Receivable, Impaired [Line Items] | |||
Revenue recognition, percentage of completion range | 6 months | ||
Specialty Service | Maximum | |||
Financing Receivable, Impaired [Line Items] | |||
Revenue recognition, percentage of completion range | 24 months |
Plateau Acquisition - Narrative
Plateau Acquisition - Narrative (Details) - USD ($) $ in Thousands | Oct. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 192,014 | $ 191,892 | |
Plateau | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 427,533 | ||
Goodwill | $ 106,784 |
Plateau Acquisition - Considera
Plateau Acquisition - Consideration Transferred and Purchase Price Allocation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combination, Consideration Transferred [Abstract] | ||||
Share consideration given for acquisitions | $ 0 | $ 16,195 | $ 0 | |
Tax basis election | 0 | 5,015 | $ 0 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||
Goodwill | $ 192,014 | $ 191,892 | ||
Plateau | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Cash consideration transferred, net of $2,425 of cash acquired | $ 375,000 | |||
Target working capital adjustment | 21,323 | |||
Share consideration given for acquisitions | 16,195 | |||
Sellers Note | 10,000 | |||
Tax basis election | 5,015 | |||
Total consideration | 427,533 | |||
Cash acquired | $ 2,425 | |||
Shares issued in acquisition of business (in shares) | 1,245 | |||
Business acquisition share price | $ 13.01 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||
Accounts receivable | $ 61,110 | |||
Contract assets | 13,035 | |||
Other current assets | 249 | |||
Property and equipment, net | 65,492 | |||
Other non-current assets, net | 10 | |||
Accounts payable | (22,039) | |||
Contract liabilities | (7,790) | |||
Other current and non-current liabilities | (7,918) | |||
Total net tangible assets | 102,149 | |||
Identifiable intangible assets | 218,600 | |||
Goodwill | 106,784 | |||
Total consideration transferred | $ 427,533 |
Plateau Acquisition Plateau Acq
Plateau Acquisition Plateau Acquisition - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 02, 2019 | Dec. 31, 2020 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 24 years | |
Plateau | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
October 2, 2019 Fair Value | $ 218,600 | |
Customer relationships | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 25 years | |
Customer relationships | Plateau | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 25 years | |
October 2, 2019 Fair Value | $ 191,800 | |
Trade name | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 23 years | |
Trade name | Plateau | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 25 years | |
October 2, 2019 Fair Value | $ 24,800 | |
Non-compete agreements | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 5 years | |
Non-compete agreements | Plateau | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 5 years | |
October 2, 2019 Fair Value | $ 2,000 |
Plateau Acquisition - Supplemen
Plateau Acquisition - Supplemental Pro Forma Information (Details) - Plateau - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Pro forma revenue | $ 1,358,736 | $ 1,326,854 |
Pro forma net loss attributable to Sterling | $ 90,408 | $ 54,282 |
Revenue from Customers Revenue
Revenue from Customers Revenue from Customers - Backlog By Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Backlog | $ 1,175,388 | $ 1,068,025 |
Heavy Civil Construction | ||
Segment Reporting Information [Line Items] | ||
Backlog | 898,183 | 834,049 |
Specialty Service | ||
Segment Reporting Information [Line Items] | ||
Backlog | $ 277,205 | $ 233,976 |
Revenue from Customers - Additi
Revenue from Customers - Additional Information (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation, percentage | 64.00% |
Expected timing of satisfaction | 12 months |
Revenue from Customers - Revenu
Revenue from Customers - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,427,412 | $ 1,126,278 | $ 1,037,667 |
Heavy Civil Construction | Heavy Highway | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 526,561 | 483,175 | 513,376 |
Heavy Civil Construction | Aviation | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 109,894 | 141,371 | 111,824 |
Heavy Civil Construction | Water Containment and Treatment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 69,922 | 65,795 | 66,928 |
Heavy Civil Construction | Other Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 47,447 | 69,984 | 73,510 |
Specialty Service | Land Development | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 397,253 | 84,637 | 0 |
Specialty Service | Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 111,641 | 128,187 | 120,333 |
Fixed Unit Price | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 843,401 | 708,638 | 733,047 |
Lump Sum | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 389,045 | 262,237 | 146,874 |
Residential And Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 194,966 | $ 155,403 | $ 157,746 |
Revenue from Customers - Narrat
Revenue from Customers - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating income (Loss) | |||
Disaggregation of Revenue [Line Items] | |||
Estimated construction gain (loss) before tax | $ 7,439 | $ (9,044) | $ 7,098 |
Costs and Estimated Earnings in Excess of Billings | |||
Disaggregation of Revenue [Line Items] | |||
Provision for estimated loss on uncompleted contracts | $ 7,142 | $ 3,000 |
Consolidated 50% Owned Subsid_3
Consolidated 50% Owned Subsidiaries - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2020entity | |
Noncontrolling Interest [Line Items] | ||||
Consolidated ownership percentage | 50.00% | 50.00% | ||
Consolidated 50% owned subsidiaries, number of entities | entity | 2 | |||
Members’ interest subject to mandatory redemption | $ 40,000 | $ 40,000 | ||
Death and permanent total disability insurance policies, per policy | 20,000 | |||
Myers | ||||
Noncontrolling Interest [Line Items] | ||||
Earnings from consolidated 50% owned subsidiaries | 11,100 | $ 9,800 | $ 15,100 | |
Myers | Variable Interest Entity, Primary Beneficiary | ||||
Noncontrolling Interest [Line Items] | ||||
Members’ interest subject to mandatory redemption | $ 20,000 |
Consolidated 50% Owned Subsid_4
Consolidated 50% Owned Subsidiaries - Components of Noncontrolling Interest Subject to Mandatory Redemption (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Noncontrolling Interest [Abstract] | ||
Members’ interest subject to mandatory redemption | $ 40,000 | $ 40,000 |
Net accumulated earnings | 11,290 | 9,003 |
Total liability | $ 51,290 | $ 49,003 |
Consolidated 50% Owned Subsid_5
Consolidated 50% Owned Subsidiaries - Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Variable Interest Entity [Line Items] | |||
Operating income | $ 94,892 | $ 37,751 | $ 42,611 |
Net income | 42,306 | 39,901 | 25,187 |
Variable Interest Entity, Primary Beneficiary | Myers | |||
Variable Interest Entity [Line Items] | |||
Revenues | 200,674 | 205,615 | 193,677 |
Operating income | 4,796 | 6,372 | 8,819 |
Net income | $ 2,382 | $ 3,196 | $ 4,415 |
Construction Joint Ventures - S
Construction Joint Ventures - SEMA Financials (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Operating income | $ 94,892 | $ 37,751 | $ 42,611 |
Net income attributable to Sterling common stockholders | 42,306 | 39,901 | $ 25,187 |
Joint Ventures | Variable Interest Entity, Primary Beneficiary | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenues | 15,800 | 6,903 | |
Operating income | 1,271 | 467 | |
Net income attributable to Sterling common stockholders | $ 1,278 | $ 471 | |
RLW | Joint Ventures | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 51.00% |
Construction Joint Ventures - C
Construction Joint Ventures - Construction Joint Ventures, Partner Share (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Current assets | $ 361,543 | $ 330,270 |
Current liabilities | (321,884) | (266,253) |
Receivables from and equity in construction joint ventures | 16,653 | 9,196 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Schedule of Equity Method Investments [Line Items] | ||
Receivables from and equity in construction joint ventures | 16,653 | |
Joint Ventures | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Schedule of Equity Method Investments [Line Items] | ||
Current assets | 143,608 | 92,710 |
Current liabilities | $ (141,295) | (86,705) |
Receivables from and equity in construction joint ventures | $ 9,196 |
Construction Joint Ventures -_2
Construction Joint Ventures - Construction Joint Ventures, Partner Income (Details) - Joint Ventures - Equity Method Investment, Nonconsolidated Investee or Group of Investees - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Revenues | $ 198,497 | $ 158,291 | $ 115,441 |
Income before tax | 22,517 | 20,449 | 8,097 |
Sterling’s noncontrolling interest: | |||
Revenues | 88,825 | 76,419 | 55,134 |
Income before tax | $ 10,061 | $ 8,170 | $ 4,104 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 259,727 | $ 239,244 |
Less accumulated depreciation | (133,059) | (123,214) |
Property and equipment, net | 126,668 | 116,030 |
Construction and transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 231,799 | 217,945 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21,025 | 14,641 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,891 | 3,891 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,012 | $ 2,767 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 21,300 | $ 16,000 | $ 14,400 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 192,014 | $ 191,892 | |
Amortization of intangible assets | 11,436 | $ 4,695 | $ 2,400 |
Amortization, 2021 | 11,500 | ||
Amortization, 2022 | 11,300 | ||
Amortization, 2023 | 11,200 | ||
Amortization, 2024 | 11,100 | ||
Amortization, 2025 | $ 10,700 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Goodwill By Segments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||
Goodwill | $ 192,014 | $ 191,892 |
Heavy Civil Construction | ||
Goodwill [Line Items] | ||
Goodwill | 54,806 | 54,806 |
Specialty Service | ||
Goodwill [Line Items] | ||
Goodwill | 106,783 | 106,661 |
Residential | ||
Goodwill [Line Items] | ||
Goodwill | $ 30,425 | $ 30,425 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 24 years | |
Gross Carrying Amount | $ 265,217 | $ 265,217 |
Accumulated Amortization | $ (20,330) | (8,894) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 25 years | |
Gross Carrying Amount | $ 232,623 | 232,623 |
Accumulated Amortization | $ (16,360) | (6,911) |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 23 years | |
Gross Carrying Amount | $ 30,107 | 30,107 |
Accumulated Amortization | $ (3,209) | (1,692) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 5 years | |
Gross Carrying Amount | $ 2,487 | 2,487 |
Accumulated Amortization | $ (761) | $ (291) |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 375,397,000 | $ 443,035,000 |
Less - Current maturities of long-term debt | (77,434,000) | (42,473,000) |
Less - Unamortized debt issuance costs | (6,714,000) | (9,935,000) |
Long-term debt | 291,249,000 | 390,627,000 |
Other debt | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 10,397,000 | 805,000 |
Secured Debt | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 355,000,000 | 400,000,000 |
Secured Debt | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 0 | 20,000,000 |
Secured Debt | Credit Facility | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 355,000,000 | 420,000,000 |
Notes Payable | Plateau | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 10,000,000 | $ 10,000,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 31, 2020USD ($) | Oct. 02, 2019USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2024USD ($) | Dec. 31, 2023USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 02, 2024USD ($) | Jun. 30, 2020USD ($)entity |
Debt Instrument [Line Items] | |||||||||||||
Gross long-term debt | $ 375,397,000 | $ 375,397,000 | $ 375,397,000 | $ 443,035,000 | |||||||||
Amortization of debt issuance costs and non-cash interest | 2,920,000 | 2,307,000 | $ 2,073,000 | ||||||||||
Loss on extinguishment of debt | $ 301,000 | $ 301,000 | 7,728,000 | 0 | |||||||||
Consolidated 50% owned subsidiaries, number of entities | entity | 2 | ||||||||||||
Consolidated ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||
CARES Act PPP loan | $ 9,800,000 | ||||||||||||
Plateau | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Liabilities incurred | $ 10,000,000 | ||||||||||||
Tealstone | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Promissory notes issued to the sellers | $ 5,000,000 | ||||||||||||
Deferred cash payments due | $ 7,500,000 | $ 7,500,000 | 7,500,000 | ||||||||||
Accretion expense | $ 273,000 | 1,086,000 | $ 1,177,000 | ||||||||||
Credit Agreement | Greater than or equal to 2.50 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 2.50 | ||||||||||||
Excess cash flow prepayment percent | 75.00% | ||||||||||||
Credit Agreement | Greater than or equal to 2.00 but less than 2.50 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Excess cash flow prepayment percent | 50.00% | ||||||||||||
Credit Agreement | Greater than or equal to 2.00 but less than 2.50 | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 2 | ||||||||||||
Credit Agreement | Greater than or equal to 2.00 but less than 2.50 | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 2.50 | ||||||||||||
Credit Agreement | Greater than or equal to 1.50 but less than 2.00 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Excess cash flow prepayment percent | 25.00% | ||||||||||||
Credit Agreement | Greater than or equal to 1.50 but less than 2.00 | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 1.50 | ||||||||||||
Credit Agreement | Greater than or equal to 1.50 but less than 2.00 | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 2 | ||||||||||||
Credit Agreement | Less than 1.50 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 1.50 | ||||||||||||
Excess cash flow prepayment percent | 0.00% | ||||||||||||
Cash flow prepayment term | 5 days | ||||||||||||
Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fixed charge ratio minimum | 1.20 | ||||||||||||
Secured Debt | Interest Rate Swap | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative notional amount | 350,000,000 | 350,000,000 | $ 350,000,000 | ||||||||||
Secured Debt | Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Gross long-term debt | 355,000,000 | 355,000,000 | $ 355,000,000 | 420,000,000 | |||||||||
Secured Debt | Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | 475,000,000 | ||||||||||||
Secured Debt | Credit Agreement | October 1, 2019 - June 30, 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 4 | ||||||||||||
Secured Debt | Credit Agreement | July 1, 2020 - September 30, 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 3.75 | ||||||||||||
Secured Debt | Credit Agreement | October 1, 2020 - March 31, 2021 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 3.50 | ||||||||||||
Secured Debt | Credit Agreement | April 1, 2021 - June 30, 2021 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 3.25 | ||||||||||||
Secured Debt | Credit Agreement | October 1, 2021 - December 31, 2021 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 3 | ||||||||||||
Secured Debt | Term Loan Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Gross long-term debt | $ 355,000,000 | $ 355,000,000 | $ 355,000,000 | 400,000,000 | |||||||||
Weighted average interest rate | 5.74% | 5.74% | 5.74% | ||||||||||
Periodic payments | $ 30,000,000 | ||||||||||||
Excess cash flow payment | 32,700,000 | ||||||||||||
Repayments of debt | $ 15,000,000 | ||||||||||||
Secured Debt | Term Loan Facility | Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Gross long-term debt | $ 172,500,000 | ||||||||||||
Periodic payments | $ 15,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||||||
Repayments of debt | $ 17,700,000 | ||||||||||||
Secured Debt | Term Loan Facility | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | 400,000,000 | ||||||||||||
Line of Credit | the Revolving Credit Facility | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit, maximum borrowing capacity | 75,000,000 | ||||||||||||
Debt instrument, LIBOR interest rate | 0.15% | ||||||||||||
Line of credit, remaining borrowing capacity | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||||
Weighted average interest rate | 6.68% | 6.68% | 6.68% | ||||||||||
Line of Credit | the Revolving Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 4.50% | ||||||||||||
Line of Credit | the Revolving Credit Facility | Swing Line Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit, maximum borrowing capacity | $ 15,000,000 | ||||||||||||
Notes Payable | Plateau | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 8.00% | ||||||||||||
Notes Payable | Tealstone | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Gross long-term debt | $ 0 | $ 0 | $ 0 | $ 12,230,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | ||
Gross long-term debt | $ 375,397,000 | $ 443,035,000 |
Unrealized gain (loss) on derivatives | (6,548,000) | (273,000) |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Unrealized gain (loss) on derivatives | 6,821,000 | |
Secured Debt | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative notional amount | 350,000,000 | |
Term Loan Facility | Secured Debt | ||
Derivative [Line Items] | ||
Gross long-term debt | $ 355,000,000 | $ 400,000,000 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value of the Interest Rate Derivative (Details) - Fair Value, Recurring - Interest Rate Swap - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Assets | ||
Other current assets | $ 0 | $ 216 |
Other non-current assets | 0 | 0 |
Total assets at fair value | 0 | 216 |
Derivative Liability [Abstract] | ||
Other current liabilities | (4,427) | (61) |
Other non-current liabilities | (2,629) | (398) |
Total liabilities at fair value | (7,056) | (459) |
Level 1 | ||
Derivative Assets | ||
Other current assets | 0 | 0 |
Other non-current assets | 0 | 0 |
Total assets at fair value | 0 | 0 |
Derivative Liability [Abstract] | ||
Other current liabilities | 0 | 0 |
Other non-current liabilities | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 2 | ||
Derivative Assets | ||
Other current assets | 0 | 216 |
Other non-current assets | 0 | 0 |
Total assets at fair value | 0 | 216 |
Derivative Liability [Abstract] | ||
Other current liabilities | (4,427) | (61) |
Other non-current liabilities | (2,629) | (398) |
Total liabilities at fair value | (7,056) | (459) |
Level 3 | ||
Derivative Assets | ||
Other current assets | 0 | 0 |
Other non-current assets | 0 | 0 |
Total assets at fair value | 0 | 0 |
Derivative Liability [Abstract] | ||
Other current liabilities | 0 | 0 |
Other non-current liabilities | 0 | 0 |
Total liabilities at fair value | $ 0 | $ 0 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Total Value Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Net gain (loss) recognized in OCI, before tax amount | $ (10,103) | $ (243) | |
Net gain (loss) recognized in OCI, tax amount | 2,273 | 57 | |
Net gain (loss) recognized in OCI, net of tax amount | (7,830) | (186) | |
Net amount reclassified from AOCI into earnings, before tax amount | 3,555 | (30) | |
Net amount reclassified from AOCI into earnings, tax amount | (780) | 7 | |
Net amount reclassified from AOCI into earnings, net of tax amount | 2,775 | (23) | |
Change in other comprehensive income, before tax amount | (6,548) | (273) | |
Change in other comprehensive income, tax amount | 1,493 | 64 | |
Change in other comprehensive income, net of tax amount | (5,055) | $ (209) | $ 0 |
Interest Rate Swap | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Change in other comprehensive income, before tax amount | 6,821 | ||
Interest Expense | Interest Rate Swap | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Net unrealized gains anticipated to be reclassified within twelve months | $ 4,192 |
Lease Obligations (Details)
Lease Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Lease termination period | 10 years | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 8,541 | $ 8,594 |
Short-term lease cost | 13,109 | 18,032 |
Finance lease cost: | ||
Amortization of right-of-use assets | 204 | 213 |
Interest on lease liabilities | 28 | 20 |
Total finance lease cost | 232 | 233 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 8,296 | 8,127 |
Operating cash flows from finance leases | 28 | 20 |
Financing cash flows from finance leases | 204 | 213 |
Right-of-use assets obtained in exchange for lease obligations (noncash): | ||
Operating leases | 8,450 | 8,955 |
Finance leases | 0 | 816 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease right-of-use assets | 16,515 | 13,979 |
Current portion of long-term lease obligations | 7,588 | 7,095 |
Long-term lease obligations | 8,958 | 6,976 |
Total operating lease liabilities | 16,546 | 14,071 |
Property and equipment, at cost | 1,479 | 1,479 |
Accumulated depreciation | (702) | (482) |
Property and equipment, net | $ 777 | $ 997 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtCurrent | us-gaap:LongTermDebtCurrent |
Current maturities of long-term debt | $ 188 | $ 204 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtNoncurrent | us-gaap:LongTermDebtNoncurrent |
Long-term debt | $ 372 | $ 560 |
Total finance lease liabilities | $ 560 | $ 764 |
Weighted average remaining lease term, operating leases | 3 years 2 months 12 days | 2 years 6 months |
Weighted average remaining lease term, finance leases | 3 years 2 months 12 days | 4 years |
Weighted average discount rate, operating leases | 5.70% | 6.00% |
Weighted average discount rate, finance leases | 4.20% | 4.20% |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | $ 7,085 | |
2022 | 5,492 | |
2023 | 2,969 | |
2024 | 1,270 | |
2025 | 542 | |
Thereafter | 1,014 | |
Total lease payments | 18,372 | |
Less imputed interest | (1,826) | |
Total operating lease liabilities | 16,546 | $ 14,071 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2021 | 208 | |
2022 | 161 | |
2023 | 154 | |
2024 | 77 | |
2025 | 0 | |
Thereafter | 0 | |
Total lease payments | 600 | |
Less imputed interest | (40) | |
Total finance lease liabilities | $ 560 | $ 764 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease renewal term | 1 month | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease renewal term | 8 years |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | |
Loss Contingencies [Line Items] | ||||
Claim amounts that affect ultimate liability | $ 100 | |||
Payments for general liability per occurrence | 350 | |||
Maximum liability | 4,000 | |||
Commercial insurance coverage | $ 75,000 | |||
Consolidated ownership percentage | 50.00% | 50.00% | ||
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Payments for workers compensation per occurrence | $ 2 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Payments for workers compensation per occurrence | 250 | |||
Tealstone | ||||
Loss Contingencies [Line Items] | ||||
Earn-out expense | 1,500 | $ 2,000 | $ 1,900 | |
Tealstone | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Earn-out expense | $ 15,000 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Current tax expense | $ 3,032 | $ 1,182 | $ 288 |
Deferred tax (benefit) expense | 19,439 | (27,398) | 1,450 |
Income tax (benefit) expense | $ 22,471 | $ (26,216) | $ 1,738 |
Income Taxes - Summary Reconcil
Income Taxes - Summary Reconciliation Reported Amount of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Tax expense at the U.S. federal statutory rate | $ 13,729 | $ 3,041 | $ 6,568 |
State income taxes, net of federal benefits | 5,149 | 1,670 | 364 |
Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling interests owners | (141) | (2,241) | (4,097) |
Valuation allowance | 0 | (29,375) | (1,013) |
Executive compensation, including stock incentives | 1,881 | 805 | 26 |
Other permanent differences | 1,853 | (116) | (110) |
Income tax (benefit) expense | $ 22,471 | $ (26,216) | $ 1,738 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Tax expense at the U.S. federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefits | 7.90% | 11.50% | 1.20% |
Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling interests owners | (0.20%) | (15.50%) | (13.10%) |
Valuation allowance | 0.00% | (202.90%) | (3.20%) |
Executive compensation, including stock incentives | 2.90% | 5.60% | 0.10% |
Other permanent differences | 2.80% | (0.80%) | (0.40%) |
Effective income rate, percent | 34.40% | (181.10%) | 5.60% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets related to: | ||
Accrued compensation and other | $ 4,743 | $ 3,981 |
Noncontrolling interests | 1,860 | 1,812 |
Deferred revenue | 0 | 922 |
Members interest liabilities | 9,131 | 11,328 |
Right of use liabilities | 3,687 | 3,253 |
Derivative Liability | 1,557 | 0 |
Deferred Payments | 2,223 | 0 |
Net operating loss carryforwards | 14,316 | 19,801 |
Total deferred tax assets | 37,517 | 41,097 |
Liabilities related to: | ||
Depreciation of property and equipment | (16,490) | (7,911) |
Right of use assets | (3,680) | (3,232) |
Amortization of tax basis goodwill | (7,099) | (3,091) |
Other | (2,431) | (851) |
Total deferred tax liabilities | (29,700) | (15,085) |
Net total deferred tax asset | $ 7,817 | $ 26,012 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Domestic Tax Authority | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 58,719 |
Operating loss carryforward, expiration period | 18 years |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 36,381 |
Minimum | State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward, expiration period | 8 years |
Maximum | State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward, expiration period | 18 years |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ in Thousands | Oct. 02, 2019USD ($)shares | Dec. 31, 2020USD ($)voteshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Nov. 02, 2018shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share consideration given for acquisitions | $ | $ 0 | $ 16,195 | $ 0 | ||
Common Stock | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, votes entitled per share | vote | 1 | ||||
Number of shares authorized to be repurchased (in shares) | 2,000,000 | ||||
Purchase of treasury stock (in shares) | 0 | 250,000 | 467,000 | ||
Plateau | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Shares issued in acquisition of business (in shares) | 1,245,000 | ||||
Share consideration given for acquisitions | $ | $ 16,195 |
Stock Incentive Plan - Narrativ
Stock Incentive Plan - Narrative (Details) - USD ($) | Apr. 03, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||||
Value of shares withheld for taxes | $ 1,985,000 | $ 1,109,000 | $ 452,000 | |
Stock issued during period (in shares) | 110,000 | |||
Warrants exercised (in shares) | 470,000 | |||
Stock issued related to warrants exercised | $ 1,477,000 | $ 0 | $ 0 | |
RSAs | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Total compensation cost attributable to shares awarded | $ 653,000 | |||
Share vesting period | 3 years | |||
Grants in the period (in shares) | 51,000 | 52,000 | 49,000 | |
Grants in the period (USD per share) | $ 8.73 | $ 12.06 | $ 11.64 | |
Fair value of shares vested in period | $ 799,000 | $ 1,261,000 | $ 1,107,000 | |
Vested (in shares) | 71,000 | |||
Vested (in usd per share) | $ 11.22 | |||
Shares withheld for taxes (in shares) | 11,000 | 17,000 | 28,000 | |
Value of shares withheld for taxes | $ 140,000 | $ 255,000 | $ 361,000 | |
RSUs | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Total compensation cost attributable to shares awarded | $ 2,614,000 | |||
Share vesting period | 3 years | |||
Grants in the period (in shares) | 169,000 | 261,000 | 248,000 | |
Grants in the period (USD per share) | $ 13.52 | $ 12.14 | $ 16.08 | |
Fair value of shares vested in period | $ 2,918,000 | $ 1,709,000 | $ 392,000 | |
Vested (in shares) | 213,000 | |||
Vested (in usd per share) | $ 13.72 | |||
PSUs | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Total compensation cost attributable to shares awarded | $ 8,305,000 | |||
Share vesting period | 3 years | |||
Grants in the period (in shares) | 176,000 | 310,000 | 890,000 | |
Grants in the period (USD per share) | $ 14.06 | $ 11.81 | $ 11.64 | |
Fair value of shares vested in period | $ 1,620,000 | $ 948,000 | ||
Vested (in shares) | 133,000 | 0 | ||
Vested (in usd per share) | $ 12.20 | |||
RSUs and PSUs | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares withheld for taxes (in shares) | 123,000 | 74,000 | 8,000 | |
Value of shares withheld for taxes | $ 1,845,000 | $ 964,000 | $ 92,000 | |
Warrants to the Lenders Under the Loan Agreement | Loan and Security Agreement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants, term | 5 years | |||
Number of warrants (in shares) | 1,000,000 | |||
Warrant exercise price (USD per share) | $ 10.25 | |||
Stock Incentive Plan & ESPP | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Total compensation cost attributable to shares awarded | $ 11,643,000 | 3,788,000 | $ 3,064,000 | |
Stock Incentive Plan | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares authorized to issue (in shares) | 1,800,000 | |||
Number of shares available for grant (in shares) | 0 | |||
Unrecognized compensation cost | $ 10,800,000 | |||
Weighted-average recognition period | 2 years 3 months 18 days | |||
Stock Incentive Plan | RSAs, RSUs and PSUs | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Total compensation cost attributable to shares awarded | $ 11,572,000 | 3,761,000 | $ 3,064,000 | |
ESPP | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares available for grant (in shares) | 748,000 | |||
ESPP | Employee Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Total compensation cost attributable to shares awarded | $ 71,000 | $ 27,000 | ||
Maximum annual contribution per employee | 15.00% | |||
Maximum annual contribution amount | $ 25,000 | |||
Purchase price of common stock percent | 85.00% |
Stock Incentive Plan - Summary
Stock Incentive Plan - Summary of Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
RSAs | |||
Number of Shares | |||
Nonvested (in shares) | 83 | ||
Granted (in shares) | 51 | 52 | 49 |
Vested (in shares) | (71) | ||
Forfeited (in shares) | (8) | ||
Nonvested (in shares) | 55 | 83 | |
Weighted Average Fair Value Per Share | |||
Nonvested (in usd per share) | $ 11.91 | ||
Granted (in usd per share) | 8.73 | $ 12.06 | $ 11.64 |
Vested (in usd per share) | 11.22 | ||
Forfeited (in usd per share) | 15.50 | ||
Nonvested (in usd per share) | $ 9.26 | $ 11.91 | |
RSUs | |||
Number of Shares | |||
Nonvested (in shares) | 344 | ||
Granted (in shares) | 169 | 261 | 248 |
Vested (in shares) | (213) | ||
Forfeited (in shares) | (13) | ||
Nonvested (in shares) | 287 | 344 | |
Weighted Average Fair Value Per Share | |||
Nonvested (in usd per share) | $ 13.78 | ||
Granted (in usd per share) | 13.52 | $ 12.14 | $ 16.08 |
Vested (in usd per share) | 13.72 | ||
Forfeited (in usd per share) | 11.67 | ||
Nonvested (in usd per share) | $ 13.77 | $ 13.78 |
Stock Incentive Plan - Fair Val
Stock Incentive Plan - Fair Value Assumptions (Details) - Level 3 - Fair Value, Recurring - Warrants to the Lenders Under the Loan Agreement | Apr. 03, 2017USD ($)$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term of warrants (in years) | 5 years |
Total fair value | $ | $ 3,500,000 |
Stock price at grant date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 8.88 |
Exercise option price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 10.25 |
Expected volatility rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 0.4829 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 0.0188 |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Net income attributable to Sterling common stockholders | $ 42,306 | $ 39,901 | $ 25,187 |
Weighted average common shares outstanding — basic (in shares) | 27,859 | 26,671 | 26,903 |
Shares for dilutive unvested stock and warrants (in shares) | 336 | 448 | 291 |
Weighted average common shares outstanding — diluted (in shares) | 28,195 | 27,119 | 27,194 |
Basic net income (loss) per share attributable to Sterling common stockholders (in usd per share) | $ 1.52 | $ 1.50 | $ 0.94 |
Diluted net income (loss) per share attributable to Sterling common stockholders (in usd per share) | $ 1.50 | $ 1.47 | $ 0.93 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)employee | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contributions | $ | $ 3,250 | $ 2,842 | $ 2,700 |
Number of employees | 2,600 | ||
Entity number of employees, field personnel | 2,200 | ||
Union Members | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Number of employees | 300 | ||
Number of employees, percent | 13.00% |
Retirement Benefits - Participa
Retirement Benefits - Participation in Multiemployer Defined Benefit Pension Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | $ 1,252 | $ 829 | $ 1,300 |
Red Zone | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Multiemployer plan, collective-bargaining arrangement, percentage of contributions required for multiple collective-bargaining arrangements | 65.00% | ||
Orange Zone | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Multiemployer plan, collective-bargaining arrangement, percentage of contributions required for multiple collective-bargaining arrangements | 80.00% | ||
Yellow Zone | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Multiemployer plan, collective-bargaining arrangement, percentage of contributions required for multiple collective-bargaining arrangements | 80.00% | ||
Green Zone | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Multiemployer plan, collective-bargaining arrangement, percentage of contributions required for multiple collective-bargaining arrangements | 80.00% | ||
Multiemployer Plans, Pension | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | $ 11,977 | 11,182 | 11,347 |
Multiemployer Plans, Pension | Pension Trust Fund for Operating Engineers Pension Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | 2,278 | 2,314 | 1,932 |
Multiemployer Plans, Pension | Carpenter Funds Administrative Office | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | 915 | 547 | 748 |
Multiemployer Plans, Pension | Laborers Pension Trust for Northern California | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | 787 | 857 | 880 |
Multiemployer Plans, Pension | Cement Mason Pension Trust Fund For Northern California | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | 426 | 320 | 504 |
Multiemployer Plans, Pension | All other funds | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | $ 7,571 | $ 7,144 | $ 7,283 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |||
Accounts receivable | $ (8,552) | $ (10,089) | $ (7,203) |
Contracts in progress, net | 65,963 | (5,188) | (8,288) |
Receivables from and equity in construction joint ventures | (7,457) | 1,524 | 659 |
Other current and non-current assets | (7,861) | 43 | 924 |
Accounts payable | (42,392) | 10,987 | 1,969 |
Accrued compensation and other liabilities | 8,260 | (839) | (4,038) |
Members' interest subject to mandatory redemption and undistributed earnings | 2,287 | (340) | 1,957 |
Changes in operating assets and liabilities | $ (10,248) | $ 3,902 | $ 14,020 |
Concentration of Risk and Ent_3
Concentration of Risk and Enterprise Wide Disclosures - Contract Revenues by Customer (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue, Major Customer [Line Items] | |||
Contract revenues | $ 1,236,043 | $ 1,018,484 | $ 927,335 |
Contract receivable | $ 19,807 | $ 18,700 | |
Customer Concentration Risk | Contract Receivables | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 11.00% | 11.00% | |
Utah Department of Transportation (“UDOT”) | Customer Concentration Risk | |||
Revenue, Major Customer [Line Items] | |||
Contract revenues | $ 135,496 | $ 153,276 | |
Utah Department of Transportation (“UDOT”) | Customer Concentration Risk | Revenue from Contract with Customer | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 12.00% | 14.80% |
Related Party Transactions (Det
Related Party Transactions (Details) - RLW - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 0 | $ 6,400,000 | $ 15,300,000 |
Main Office | |||
Related Party Transaction [Line Items] | |||
Lease expense | $ 900,000 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Revenue,
Segment Information - Revenue, Operating Income, and Assets, By Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,427,412 | $ 1,126,278 | $ 1,037,667 |
Depreciation and amortization | 32,785 | 20,740 | 16,770 |
Operating Income | 94,892 | 37,751 | 42,611 |
Acquisition related costs | (1,026) | (4,311) | 0 |
Assets | 952,694 | 934,689 | |
Heavy Civil | |||
Segment Reporting Information [Line Items] | |||
Assets | 288,529 | 270,646 | |
Specialty Services | |||
Segment Reporting Information [Line Items] | |||
Assets | 580,335 | 577,377 | |
Residential | |||
Segment Reporting Information [Line Items] | |||
Assets | 83,830 | 86,666 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,427,412 | 1,126,278 | 1,037,667 |
Depreciation and amortization | 32,785 | 20,740 | 16,770 |
Operating Income | 95,918 | 42,062 | 42,611 |
Operating Segments | Heavy Civil | |||
Segment Reporting Information [Line Items] | |||
Revenues | 753,824 | 760,325 | 765,638 |
Depreciation and amortization | 11,191 | 12,839 | 13,492 |
Operating Income | 4,536 | 3,316 | 17,044 |
Operating Segments | Specialty Services | |||
Segment Reporting Information [Line Items] | |||
Revenues | 508,894 | 212,824 | 120,333 |
Depreciation and amortization | 19,745 | 6,059 | 1,439 |
Operating Income | 70,583 | 18,207 | 4,629 |
Operating Segments | Residential | |||
Segment Reporting Information [Line Items] | |||
Revenues | 164,694 | 153,129 | 151,696 |
Depreciation and amortization | 1,849 | 1,842 | 1,839 |
Operating Income | $ 20,799 | $ 20,539 | $ 20,938 |