Tutor Perini Corporation

Good day, ladies and gentlemen, and welcome to Tudor Perini Corporation third quarter 2022 earnings conference call. My name is Sherry and I will be your coordinator for today. At this time, all participants are in a listen-only mode. Following management's prepared remarks, we will be opening the call for a question and answer session. As a reminder, this conference call is being recorded for replay purposes. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. At this time, I would like to turn the conference over to your host for today, Mr. Jorge Casado, Vice President of Investor Relations. Please proceed.

Hello, everyone, and thank you for your participation today. With us on the call are Ronald Tudor, Chairman and CEO, and Gary Smalley, Executive Vice President and CFO. Before we discuss our results, I will remind everyone that during this call, we will be making forward-looking statements which are based on management's current assessment of existing trends and information. There is an inherent risk that our actual results could differ materially. You can find disclosures about our risk factors that could potentially contribute to such differences in our Form 10-K, which we filed on February 24, 2022, and in the Form 10-Q that we are filing today. The company assumes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise, other than as required by law. Thank you, and I will now turn the call over to Ronald Tudor.

Thanks, Jorge. Good day, and thank you for joining us. Our third quarter 2022 results were once again mixed. On the positive side, we continued to generate strong operating cash of $73 million for the quarter, which combined with the record cash we generated during the first six months of the year totals $251 million of positive cash for the first nine months of 2022. By far the best nine-month operating cash result we have delivered since the merger of Prini Corporation and Tudor Saliba in 2008. Our operating cash was partly driven by the resolution of certain disputes, as well as solid overall collection activities and resolves on major open changes that continue to lag. Also on the positive side, our backlog remained healthy at $8.4 billion compared to the backlog we had at the end of the third quarter of last year and does not yet include either the Raritan Bridge or the Maryland Highway, which should add more than $4.5 billion when they are finally awarded. We booked $885 million of new awards and contract adjustments during the third quarter of this year. Later, I will discuss some of the more significant new awards as several of our major prospective opportunities. Our third quarter earnings, unfortunately, were negatively impacted by continued reduced volume and lower profit margins, of course, from the Newark Terminal project which is completing this month in November, which as a result shuts off a flow of profit from those projects to the various divisions. Consequently, we reported a loss of 63 cents by diluted share for the third quarter. Although disappointed with the various negative impacts to earnings for the quarter and year to date, we continue to make significant progress in resolving the various unapproved change orders and claims which have had and will continue to have a positive impact on cash flow this year and next. Since our last earnings call, we have continued our efforts to settle certain significant disputes on major projects, but while we believe we are making excellent progress, We have not yet concluded these negotiations. As a result, there remains uncertainty with respect to the outcome of these potential settlement discussions, making it still too difficult to reliably predict our expected earnings in both the fourth quarter and, of course, finally, 2022, as settlements can positively or negatively impact earnings, although generating very significant cash. Consequently, we are holding guidance for 2022. We anticipate providing EPS guidance for 2023 when we issue our fourth quarter results in February next year. In today's inflationary and potentially recessionary environment, we are fortunate that once again is repeated many times in the past, the construction industry and particularly infrastructure is largely resilient to the effects of economic downturns. We have not seen nor do we expect to see any notable reduction in the strong level of demand for our services in very large complex civil projects, if anything, even more demand than ever. Our civil business in particular, the core driver of our future growth and profitability, is and has historically been extremely resilient during economic terms where governments over the last 50 years have typically leaned to increasing investments in a U.S.-wide decaying infrastructure such that those projects support good union and non-union jobs and promote long-term economic growth and benefits. Add to that the fact that there is a $1.2 billion bipartisan infrastructure fund established by law. We have already seen billions of dollars of funding beginning to flow into the jobs we're currently looking at bidding over the next 18 months. which much more expected to flow and the direct benefits proceeding to the infrastructure industry over the next five years. As I mentioned, we booked 80, 885 million of new awards and contract adjustments in the third quarter of 2022. The most significant included $126 million military facility in Puerto Rico, and a $32 million hospitality project in California, both for Perini Management Services. $142 million of additional funding for two educational facilities for Rudolph and Sletten in California, a $56 million funding of a mass transit project for Lunda Construction in the Midwest, and a $48 million mining award for Frontier Camper in Virginia. As I mentioned earlier, our backlog does not yet include the Raritan River Bridge, where we expect to add that to the backlog by the end of the year, and the same Phase I south of the American Legion Bridge, which we anticipate booking into backlog sometime during the second quarter of next year. Collectively, these could increase our backlog to a new record high over the coming month. In addition, Rudolph and Sletten began negotiating a new $300 million healthcare project in Northern California that should be added incrementally to backlog over the next year. In addition, there are two other awards pending gaming projects in California, where we have pre-construction agreements collectively valued at 500 million, which we believe will be awarded by the second quarter next year. Beyond these pending awards, some of our larger near-term bidding opportunities include the Brooklyn and Queens jails, each valued at in excess of $3 billion for the New York City Department of Design and Construction, with Brooklyn proposal being tendered on November 14th and the Queens prison in mid-May 2023. The $1.5 billion East San Fernando Light Rail project was turned in today to Los Angeles MTA. The $1.5 billion JFK Roadways and Ground Transportation Center is due in January of 2023, or 60 days from now. In addition, the $1.5 billion Inglewood Automatic People Mover which is situated 30 minutes from our main office in Southern California. We'll proposal will be tendered in the third quarter of 2023. Last but not least, we have talked to the Hawaii rapid transit district on the heart project that I remind you two years ago, we were low bidder at 2.7 million and it was rejected because it was far over budget. They have reduced the scope by 25%, and although they'll suffer the escalation, they're coming back out to bid by the second quarter next year. So needless to say, these are only some of the best of the major infrastructure, so we are overwhelmed in trying to select those best suited to us in a marketplace where I continue to state there's very little competition. As previously discussed, we're continuing to make excellent progress in resolving disputes and collecting the associated cash and expect these efforts to conclude successfully over the next 18 months. We look forward to substantially growing our backlog in the near term to historically high levels that will set new records providing the solid foundation for our future success. Thank you, and with that, I turn the call over to Gary Smalley.

Thank you, Ron, and hello, everyone. I'll start by discussing our strong operating cash results, then I will review our other financial results, including some factors that negatively impacted our earnings during the quarter, and finally move on to provide some commentary on our balance sheet. Operating cash flow was once again the major highlight of our quarterly results. As Ron mentioned, we generated $73 million of operating cash during the quarter compared to usage of $21 million for the same quarter last year. The current year third quarter operating cash flow was among our best operating cash results of any third quarter since the merger in 2008. And over the past 13 years since the merger prior to this year, our third quarter operating cash flow has averaged approximately $26 million So a $73 million result for this year's third quarter was excellent. More importantly, our year-to-date operating cash flow through the first nine months of 2022 was $251 million, nearly double the best operating cash result we have had for the first nine months of any year, and 45% greater than the highest full-year operating cash we have generated. Our strong cash generation has been driven by solid collection activities, including the resolution of certain claims and unapproved change orders. We continue to anticipate operating cash generation for the fourth quarter of 2022, as well as strong cash flow next year as a result of projected cash collections, both from project execution activities and the resolution of various other outstanding disputes. Now let's discuss our revenue and the factors that impacted our earnings. Revenue for the third quarter of 2022 was $1.1 billion down 9% compared to $1.2 billion for the same quarter of last year. Civil segment revenue was $501 million compared to $546 million for the comparable quarter in 2021. Building segment revenue was $318 million compared to $361 million for the third quarter of last year. Specially contractors revenue was $252 million compared to $271 million. Like last quarter, the revenue decline in all three segments was attributable to reduce project execution activities on various projects, most of which are completed or nearing completion, and partly due to the follow-on impact of the COVID-19 pandemic, which as I discussed last quarter, delayed bidding activities and awards of certain new projects during 2020 and much of 2021. The decline was partially offset by increased activities on certain newer civil and building segment projects in California and the Midwest. We reported a loss from construction operations of $7 million for the third quarter of this year compared to income from construction operations of $52 million for the same quarter in 2021. The civil segment reported income from construction operations of $23 million. The building segment was essentially at break even. and the specialty contractor segment reported a loss from construction operations of $12 million for the quarter. And finally, we reported corporate GNA of $18 million for the quarter. The decrease in operating income compared to the third quarter last year was primarily due to reduced project execution activities at Newark, which impacted all three segments, as well as an unfavorable adjustment of $14.3 million on a completed civil segment highway project in the northeast due to an unexpected reversal on appeal of a previously favorable lower court ruling. The decrease was also driven by an unfavorable adjustment on a building segment hospitality project in Florida that resulted from an adverse legal ruling, as well as the absence of a prior year favorable adjustment on a mass transit project in California. Our earnings for the third quarter of 2022 were also negatively impacted by lower profits associated with the lower revenue with much of the lower volume due to the follow-on impacts of COVID that impacted bidding and board activity in 2021, as I just mentioned. Moving on, interest expense for the third quarter of 2022 was $17 million, comparable to last year's third quarter. We had a small income tax expense of about half a million dollars for the third quarter of 2022, compared to $8.7 million of expense for the prior year third quarter and the corresponding effective tax rate was 2.4% for the third quarter this year compared to 24.9% for the comparable quarter of last year. Normally, a quarter with a reported pre-tax loss, such as what we experienced this quarter, would have produced a tax benefit rather than a tax expense. The minor tax expense this quarter was from a change in estimate due to a year-to-date catch-up adjustment in our tax provision resulting from a change in forecasted earnings for 2022. Due to the various factors I mentioned, net loss attributable to Tudor Peroni for the third quarter of 2022 was $32 million or a loss of 63 cents per share compared to net income attributable to Tudor Peroni of $15 million or 30 cents of earnings per share for the same quarter of last year. As for our balance sheet, our net debt as of September 30, 2022 was $638 million, down 19% compared to $791 million at December 31, 2021. The decline was due to a lower level of debt and a higher level of cash on hand. With regard to our credit agreement, we have just completed an amendment that temporarily increases our maximum allowable net leverage ratio to 2.75 to 1 from 2.25 to 1 through the first quarter of 2023. The limit will then step back down to 2.25 to 1 in the second quarter of next year. Our reported net leverage ratio for the third quarter of 2022 was 2.1, so we were in compliance even without the amendment. But since much of the cushion we have had with this covenant has eroded with the poor earnings for this year, we thought it was prudent to request covenant relief regardless. We really look at this as being rather affordable insurance to provide some extra cushion in meeting this covenant over the short term. We anticipate that we will continue to be in compliance with this covenant and our other credit agreement restrictions in the foreseeable future. As we noted today in our earnings release, debt reduction remains our primary near-term focus for the use of cash. We also indicated that on or before April 7th of next year, we plan to make a significant excess cash pay down on the outstanding balance of our term loan B, which is required by the terms of the debt agreement. We currently estimate this pay down will be approximately $100 million. So managing our cash for this upcoming debt repayment is currently our top priority. However, once we get through the term loan B pay down, depending on conditions at that time, we may consider other capital optimization strategies, the timing of which will be dependent on how quickly and to what extent we generate excess cash. We have been somewhat confounded by our low share price, as well as the significant discount at which our senior notes have been trading this year, particularly considering our record operating cash generation, our outlook for continued strong cash collections next year, and a strong backlog that we expect to grow to a record high in 2023. We still believe, as I mentioned last quarter, that over the next year or so, we will continue to resolve other claims and unapproved changes that have been delayed by COVID. the amount of cash that we collect could exceed and should exceed the amount of our current market cap. Thank you. And with that, I'll turn the call back over to Ron.

Thanks, Gary. To summarize, we generated very strong operating cash of $73 million for the quarter and $251 million plus for the first nine months. We expect significant cash generation in the fourth quarter, as well as throughout next year, as the timing of litigation, mediations, and simply settlements of long overdue issues that were delayed for years thanks to the pandemic and the shutdown of the court system is finally coming to the forefront. And it's a significant reason we are able to generate and will continue to generate the cash that we are. Our backlog obviously remains very healthy, and if you look at what's pending in awards, we feel confident by next summer we'll have by far the largest backlog ever generated by the company without even adding any more of the new work bidding between now and then. More importantly, we continue to look forward. to return to more consistent and solid earnings per share results next year. This year has been a focus almost entirely on new work and the collection of monies owed to us, whether through litigation claims or open changes. So as these resolve and the cash flow mounts, we will continue to add to the backlog and we think next year will be the beginning of a run of very successful earnings as we still continue to collect the enormity of cash we're owed. Thank you. And with that, I turn the call over to the operator for any questions.

Thank you. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the start keys. Our first question is from Brent Seelman with DA Davidson. Please proceed.

Great. Thanks. Good evening. Ron, the large pending Maryland work, could you just talk about what needs to be finalized in order for you to book that in the backlog and when you ultimately think that can occur?

We're meeting with the state of Maryland and a joint venture of Transurban and McQuarrie literally every week, virtually full-time, going through scope, right-of-ways, what Maryland has to do, what they have to do, so that when this is awarded, and we're confident it will be, that there'll be a clear path to success. And we're spending time now trying to plug all areas of the open items and resolve all issues, such that when we get financial close, which should be approximately April next year, the job will immediately take off. As you've probably read, the governor is very supportive of the project. The state has gone to the federal government for infrastructure funds to help fund the gap between their budget and our price. And in all our meetings with the Maryland DOT and the two developers of the P3 project, everybody is optimistic that it will go ahead. But my guess is it won't get awarded until probably second quarter of 2023. Okay. That's helpful. Needless to say, it's the biggest contract ever awarded in the U.S. infrastructure, even larger than the

than the tappan zee bridge that we bid some seven eight years ago absolutely congratulations on that look forward to seeing that in the bookings um i guess ron and i know we're not talking about 2023 yet but i'm just curious any initial thoughts i mean i appreciate the commentary on you know recovery and earnings per share but thoughts on how this sort of growing backlog converts or how quickly you sort of expect to see a recovery in revenue as you begin to kind of convert on all this new work being added?

Well, if the new work gets added the way we expect, it is a tremendous influx on revenue, and it's at very high levels of margins. However, the Raritan Bridge, if we're awarded in November, which we would hope, or December, The first year is really planning, layout, and mobilization. So I don't see a great deal of costs expended. So as far as the earnings and costs associated, it will be limited next year, as would Maryland. Maryland, however, has a very large cash component in mobilization and setup that we would be paid next year. So it has a lot of positive aspects. But I don't believe we'll see any significant revenue and costs and earnings in the Maryland job before 2024. There will be some level in 23 because there will be obvious startup costs, insurance, bonds, and the like, which are significant. But the major impetus and impacts will be in 24 going forward. Having said that, we expect next year to be a good year. We have a significant level of revenue yet to earn on high-speed rail. And even though it's been delayed for years, it appears it will be back on track by the second quarter next year to where we'll be able to generate substantial costs at the level of margin we've been earning. All our Purple Line projects in Los Angeles are doing very well on the ramping up from design into construction. So we are looking forward to a good year next year, but an even better one the following.

Okay, very helpful. Just last one for me, Ron. I mean, any sort of fuel quantitatively for the scale of some of these ongoing disputes you're attempting to resolve by year end? I imagine things slow down closer to the holidays, so any progress to date or anything you can speak to?

Well, we're in the midst of trying to settle two right now. And we will either settle agree in the next three weeks on what equates to 200 million in claims or we won't. So it could have a significant impact cash wise and overall impact wise, or we could say what I'd like to say, go to hell. We'll see in court in four years. So we'll have to wait and see, but it's that eminent. And as one of the many reasons we're reluctant to predict for the fourth quarter, Because this year, as you can see, has generated tremendous cash flow. And we continue to resolve claims and collect monies. But it's hard to tell what will result in a resolve and what will continue in a litigation. But it's week-to-week, day-to-day. And as soon as it takes place, if it takes place, we'll announce. Okay.

Very good. Thank you.

Our next question is from Stephen Fisher with UBS. Please proceed.

Thanks. Good afternoon. Just want to clarify, was there new adverse legal rulings here in the quarter that can reverse some prior positive rulings? I know that was an issue last quarter. So are these related or are these new ones?

Yeah, it's not related to last quarter, but there was Of the two ones that we talked about, one of the two was a reversal of a positive ruling that we had previously. So different from last quarter, but similar circumstances that we had one in the lower court and then it was lost on appeal.

Okay. And any sense for kind of what the risk that you have for more of these reversals? And are these for things that you've already, I guess the cash hadn't been resolved yet, so It's not like cash is going back out, but it's just a reversal of a ruling.

Yeah, that's right. These are, you know, the charges that we took are non-cash. You know, look, it's rare to have something reversed on appeal. We thought that the facts were totally on our side, and quite frankly, we were shocked to have the result both last quarter and this quarter that you mentioned. So, you know, what's the likelihood of that happening? It's always possible. But we think it's low likelihood. We think that when we went at the lower court, especially when the facts are on our side, we think, and usually history has shown, that the appeals fail in that case.

Okay, that's helpful. Then on the specialty segment, can you just kind of give us a little more color on that? What's still on the specialty backlog that has maybe compromised margins, and what's the timeframe for getting those projects completed?

The only thing of consequence remaining in, let's say, the two major specialty units that create all of these issues and losses are WDF and Five Star in New York. I would say the balance of our specialty group continues to meet its budgets very close to or does. But WDF took a write down on their subcontract at New York, as did Five Star. WDF has no major other work ongoing that we feel could have a significant impact in the near future. They have a tremendous amount of cost reimbursable funding for all the city agencies, which is pretty much established, although slow pay because of its cost reimbursable nature, we don't see that we're exposed to any more significant write downs from WDF unless it was an adverse ruling for any litigation. And since there are no trials pending in at least the next six months, I don't see WDF as having anything significant at issue. Five Star Electric is very similar. They took a major write down on Newark. The balance of their issues are such that the ongoing work they have, very little to any significant claims, and it's finishing up over the next year or two. We have probably a dozen lawsuits pending with Five Star Electric, one of which is being currently litigated in arbitration against the UN as we speak. But that won't conclude until next April or May. But overall, although there still continues to be major litigation, when I timeline it, many of them came to fruition this year. We think a lot of potential settlements will come up next year. But I don't believe we have any significant lawsuits that could hit us hard in the earnings category. Not like this year.

Okay. So then as we look out to the fourth quarter, how should we think about the potential for returning to profitability in that segment? Is that what your base case is for the fourth quarter? And how... close to normalized like that quarter D?

It won't be normal because we have two major claims with very large monies associated. We're in the final stages of negotiation where our beloved New York owner keeps telling us he owes us and they're going to make us a significant offer. But depending on that offer, it may hold the balance sheet. It may be reduced. It may be acceptable. It may not. That's why we're very reluctant to make a fourth quarter commitment because these two significant claims have a very large impact on both cash and on profitability. So if, if we resolve them, it'll happen in the fourth quarter. If we don't, we'll take, we'll go straight to litigation. It'll be three to five years down the road. So it's there's significant ongoing negotiations. that should result in a settlement. Whether they do or not remains to be seen, but we'll know in the next few weeks.

And Steve, if those two large projects that Ron mentioned do not settle in the fourth quarter, we're looking at specialty to come in with a small profit. So break even to a small profit.

Okay. Thanks, Gary. And then maybe just lastly, made reference to capital optimization strategies. Can you just give a little bit more color there? Is that just basically referring to doing buybacks or is there some other broader plan that you have in mind?

Well, without getting specific, we're projecting very significant cash flow from next year that we would hope would be significantly more than even this year. And as a result, we will be in a position to where we will be reducing debt significantly. And once we reduce debt significantly, two of the options discussed were a stock buyback because the stock is so horrifically depressed that with the reduction of debt, we think we're free to buy back stock. And secondly, to encourage investment, we're seriously considering dividends. Because we think after next year, our earnings will be much more stabilized and significant. And we think an appropriate dividend would be in order. But we won't address any of those probably until mid-year next year. And, of course, it will depend on the significance of our collections and the success of all of the cash flow.

And, Steve, also it depends on what our stock price is at the time, too. and just the timing, the pace of collections, the extent that we make the progress that we're talking about. So really all options are on the table, Ron, as Ron outlined.

Well, as we sit and talk and we realize we're talking about honestly believing we're going to collect more cash next year than the market cap of the company, you begin to think buying back stock may be something you can't avoid.

Very interesting. Best of luck, and thanks a lot.

Thanks, Steve. Thank you.

We have reached the end of our question and answer session. I would like to turn the conference back over to Ron for closing comments.

Thank you once again. Fourth quarter's next. We'll talk to you then.

Thank you. This concludes today's call. You may disconnect your lines at this time, and thank you for your participation.