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(Mark One)
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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Commission file no.
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001-13831
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Delaware
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74-2851603
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
|
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.00001 par value
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PWR
|
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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March 31,
2020 |
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December 31,
2019 |
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
377,205
|
|
|
$
|
164,798
|
|
Accounts receivable, net of allowances of $14,446 and $9,398
|
|
2,593,285
|
|
|
2,747,911
|
|
||
Contract assets
|
|
569,180
|
|
|
601,268
|
|
||
Inventories
|
|
50,365
|
|
|
55,719
|
|
||
Prepaid expenses and other current assets
|
|
168,565
|
|
|
261,290
|
|
||
Total current assets
|
|
3,758,600
|
|
|
3,830,986
|
|
||
Property and equipment, net of accumulated depreciation of $1,252,001 and $1,250,197
|
|
1,388,436
|
|
|
1,386,654
|
|
||
Operating lease right-of-use assets
|
|
287,157
|
|
|
284,369
|
|
||
Other assets, net
|
|
392,648
|
|
|
393,264
|
|
||
Other intangible assets, net of accumulated amortization of $446,573 and $437,886
|
|
395,638
|
|
|
413,734
|
|
||
Goodwill
|
|
2,006,465
|
|
|
2,022,675
|
|
||
Total assets
|
|
$
|
8,228,944
|
|
|
$
|
8,331,682
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
|
|
||
Current maturities of long-term debt and short-term debt
|
|
$
|
73,426
|
|
|
$
|
74,869
|
|
Current portion of operating lease liabilities
|
|
91,389
|
|
|
92,475
|
|
||
Accounts payable and accrued expenses
|
|
1,360,007
|
|
|
1,489,559
|
|
||
Contract liabilities
|
|
591,087
|
|
|
606,146
|
|
||
Total current liabilities
|
|
2,115,909
|
|
|
2,263,049
|
|
||
Long-term debt, net of current maturities
|
|
1,589,318
|
|
|
1,292,195
|
|
||
Operating lease liabilities, net of current portion
|
|
200,817
|
|
|
196,521
|
|
||
Deferred income taxes
|
|
217,778
|
|
|
214,779
|
|
||
Insurance and other non-current liabilities
|
|
309,944
|
|
|
311,307
|
|
||
Total liabilities
|
|
4,433,766
|
|
|
4,277,851
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
|
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Equity:
|
|
|
|
|
|
|
||
Common stock, $.00001 par value, 600,000,000 shares authorized, 161,289,117 and 159,415,540 shares issued, and 137,645,986 and 142,324,318 shares outstanding
|
|
2
|
|
|
2
|
|
||
Exchangeable shares, no par value, 0 and 36,183 shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
2,040,383
|
|
|
2,024,610
|
|
||
Retained earnings
|
|
2,881,416
|
|
|
2,854,271
|
|
||
Accumulated other comprehensive loss
|
|
(324,786
|
)
|
|
(241,818
|
)
|
||
Treasury stock, 23,643,131 and 17,091,222 common shares
|
|
(806,523
|
)
|
|
(586,773
|
)
|
||
Total stockholders’ equity
|
|
3,790,492
|
|
|
4,050,292
|
|
||
Non-controlling interests
|
|
4,686
|
|
|
3,539
|
|
||
Total equity
|
|
3,795,178
|
|
|
4,053,831
|
|
||
Total liabilities and equity
|
|
$
|
8,228,944
|
|
|
$
|
8,331,682
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Revenues
|
|
$
|
2,764,095
|
|
|
$
|
2,807,259
|
|
Cost of services (including depreciation)
|
|
2,431,899
|
|
|
2,443,278
|
|
||
Gross profit
|
|
332,196
|
|
|
363,981
|
|
||
Selling, general and administrative expenses
|
|
230,793
|
|
|
231,908
|
|
||
Amortization of intangible assets
|
|
17,908
|
|
|
12,670
|
|
||
Change in fair value of contingent consideration liabilities
|
|
2,758
|
|
|
(84
|
)
|
||
Operating income
|
|
80,737
|
|
|
119,487
|
|
||
Interest expense
|
|
(14,006
|
)
|
|
(13,876
|
)
|
||
Interest income
|
|
759
|
|
|
309
|
|
||
Other income (expense), net
|
|
(9,827
|
)
|
|
58,959
|
|
||
Income before income taxes
|
|
57,663
|
|
|
164,879
|
|
||
Provision for income taxes
|
|
16,160
|
|
|
43,844
|
|
||
Net income
|
|
41,503
|
|
|
121,035
|
|
||
Less: Net income attributable to non-controlling interests
|
|
2,817
|
|
|
547
|
|
||
Net income attributable to common stock
|
|
$
|
38,686
|
|
|
$
|
120,488
|
|
|
|
|
|
|
||||
Earnings per share attributable to common stock:
|
|
|
|
|
||||
Basic
|
|
$
|
0.27
|
|
|
$
|
0.83
|
|
Diluted
|
|
$
|
0.26
|
|
|
$
|
0.82
|
|
|
|
|
|
|
||||
Shares used in computing earnings per share:
|
|
|
|
|
||||
Weighted average basic shares outstanding
|
|
144,454
|
|
|
145,110
|
|
||
Weighted average diluted shares outstanding
|
|
146,787
|
|
|
146,458
|
|
||
|
|
|
|
|
||||
Cash dividends declared per common share
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net income
|
|
$
|
41,503
|
|
|
$
|
121,035
|
|
Other comprehensive income (loss), net of tax provision:
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax of $0 and $0
|
|
(82,968
|
)
|
|
18,863
|
|
||
Other, net of tax of $0 and $6
|
|
—
|
|
|
(16
|
)
|
||
Other comprehensive income (loss)
|
|
(82,968
|
)
|
|
18,847
|
|
||
Comprehensive income (loss)
|
|
(41,465
|
)
|
|
139,882
|
|
||
Less: Comprehensive income attributable to non-controlling interests
|
|
2,817
|
|
|
547
|
|
||
Total comprehensive income (loss) attributable to common stock
|
|
$
|
(44,282
|
)
|
|
$
|
139,335
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
41,503
|
|
|
$
|
121,035
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities—
|
|
|
|
|
|
|||
Depreciation
|
|
54,410
|
|
|
52,216
|
|
||
Amortization of intangible assets
|
|
17,908
|
|
|
12,670
|
|
||
Change in fair value of contingent consideration liabilities
|
|
2,758
|
|
|
(84
|
)
|
||
Equity in (earnings) losses of unconsolidated affiliates
|
|
2,683
|
|
|
(60,390
|
)
|
||
Amortization of debt issuance costs
|
|
589
|
|
|
408
|
|
||
Gain on sale of property and equipment
|
|
(814
|
)
|
|
(59
|
)
|
||
Provision for credit losses
|
|
273
|
|
|
2,823
|
|
||
Deferred income tax provision
|
|
4,210
|
|
|
24,558
|
|
||
Non-cash stock-based compensation
|
|
14,912
|
|
|
13,012
|
|
||
Foreign currency and other (gain) loss
|
|
(353
|
)
|
|
1,217
|
|
||
Changes in operating assets and liabilities, net of non-cash transactions
|
|
89,470
|
|
|
(250,156
|
)
|
||
Net cash provided by (used in) operating activities
|
|
227,549
|
|
|
(82,750
|
)
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(68,109
|
)
|
|
(68,626
|
)
|
||
Proceeds from sale of property and equipment
|
|
4,790
|
|
|
10,843
|
|
||
Proceeds from insurance settlements related to property and equipment
|
|
198
|
|
|
8
|
|
||
Cash paid for acquisitions, net of cash, cash equivalents and restricted cash acquired
|
|
(22,794
|
)
|
|
(51,553
|
)
|
||
Proceeds from disposition of business
|
|
2,474
|
|
|
—
|
|
||
Investments in unconsolidated affiliates and other entities
|
|
(5,692
|
)
|
|
(37,803
|
)
|
||
Cash paid for intangible assets
|
|
—
|
|
|
(25
|
)
|
||
Net cash used in investing activities
|
|
(89,133
|
)
|
|
(147,156
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||
Borrowings under credit facility
|
|
1,474,452
|
|
|
1,647,074
|
|
||
Payments under credit facility
|
|
(1,171,059
|
)
|
|
(1,347,442
|
)
|
||
Payments of other long-term debt
|
|
(446
|
)
|
|
(261
|
)
|
||
Net repayments of short-term debt, net of borrowings
|
|
(2,799
|
)
|
|
(23,220
|
)
|
||
Payments for contingent consideration liabilities
|
|
(989
|
)
|
|
—
|
|
||
Distributions to non-controlling interests
|
|
(1,963
|
)
|
|
(528
|
)
|
||
Payments related to tax withholding for stock-based compensation
|
|
(15,886
|
)
|
|
(13,678
|
)
|
||
Payments of dividends
|
|
(7,384
|
)
|
|
(5,752
|
)
|
||
Repurchase of common stock
|
|
(200,000
|
)
|
|
(19,933
|
)
|
||
Net cash provided by financing activities
|
|
73,926
|
|
|
236,260
|
|
||
|
|
|
|
|
||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
|
(449
|
)
|
|
(118
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
|
211,893
|
|
|
6,236
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
169,745
|
|
|
83,256
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
381,638
|
|
|
$
|
89,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
Exchangeable
|
|
Additional
|
|
|
|
Other
|
|
|
|
Total
|
|
|
|
|
||||||||||||||||||||||
|
Common Stock
|
|
Shares
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
Stockholders’
|
|
Non-controlling
|
|
Total
|
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Stock
|
|
Equity
|
|
Interests
|
|
Equity
|
||||||||||||||||||||
Balance, December 31, 2019
|
142,324,318
|
|
|
$
|
2
|
|
|
36,183
|
|
|
$
|
—
|
|
|
$
|
2,024,610
|
|
|
$
|
2,854,271
|
|
|
$
|
(241,818
|
)
|
|
$
|
(586,773
|
)
|
|
$
|
4,050,292
|
|
|
$
|
3,539
|
|
|
$
|
4,053,831
|
|
Credit loss cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,841
|
)
|
|
—
|
|
|
—
|
|
|
(3,841
|
)
|
|
—
|
|
|
(3,841
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,968
|
)
|
|
—
|
|
|
(82,968
|
)
|
|
—
|
|
|
(82,968
|
)
|
|||||||||
Acquisitions
|
121,089
|
|
|
|
|
|
|
|
|
4,329
|
|
|
|
|
|
|
—
|
|
|
4,329
|
|
|
—
|
|
|
4,329
|
|
||||||||||||||
Stock-based compensation activity
|
1,124,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,444
|
|
|
—
|
|
|
—
|
|
|
(19,750
|
)
|
|
(8,306
|
)
|
|
—
|
|
|
(8,306
|
)
|
|||||||||
Exchange of exchangeable shares
|
36,183
|
|
|
—
|
|
|
(36,183
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Common stock repurchases
|
(5,960,134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|
(200,000
|
)
|
|
—
|
|
|
(200,000
|
)
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,184
|
)
|
|
—
|
|
|
—
|
|
|
(7,184
|
)
|
|
—
|
|
|
(7,184
|
)
|
|||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,963
|
)
|
|
(1,963
|
)
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(516
|
)
|
|
—
|
|
|
—
|
|
|
(516
|
)
|
|
293
|
|
|
(223
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,686
|
|
|
—
|
|
|
—
|
|
|
38,686
|
|
|
2,817
|
|
|
41,503
|
|
|||||||||
Balance, March 31, 2020
|
137,645,986
|
|
|
$
|
2
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,040,383
|
|
|
$
|
2,881,416
|
|
|
$
|
(324,786
|
)
|
|
$
|
(806,523
|
)
|
|
$
|
3,790,492
|
|
|
$
|
4,686
|
|
|
$
|
3,795,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
Exchangeable
|
|
Series G
|
|
Additional
|
|
|
|
Other
|
|
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
Shares
|
|
Preferred Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
Stockholders’
|
|
Non-controlling
|
|
Total
|
|||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Stock
|
|
Equity
|
|
Interests
|
|
Equity
|
|||||||||||||||||||||||
Balance, December 31, 2018
|
141,103,900
|
|
|
$
|
2
|
|
|
486,112
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,967,354
|
|
|
$
|
2,477,291
|
|
|
$
|
(286,048
|
)
|
|
$
|
(554,440
|
)
|
|
$
|
3,604,159
|
|
|
$
|
1,294
|
|
|
$
|
3,605,453
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,847
|
|
|
—
|
|
|
18,847
|
|
|
—
|
|
|
18,847
|
|
||||||||||
Stock-based compensation activity
|
903,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,151
|
|
|
—
|
|
|
—
|
|
|
(19,052
|
)
|
|
(1,901
|
)
|
|
—
|
|
|
(1,901
|
)
|
||||||||||
Exchange of exchangeable shares
|
449,929
|
|
|
—
|
|
|
(449,929
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Retirement of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Common stock repurchases
|
(375,536
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(11,953
|
)
|
|
(11,953
|
)
|
|
—
|
|
|
(11,953
|
)
|
||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,896
|
)
|
|
—
|
|
|
—
|
|
|
(5,896
|
)
|
|
—
|
|
|
(5,896
|
)
|
||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|
(528
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,488
|
|
|
—
|
|
|
—
|
|
|
120,488
|
|
|
547
|
|
|
121,035
|
|
||||||||||
Balance, March 31, 2019
|
142,081,375
|
|
|
$
|
2
|
|
|
36,183
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,984,505
|
|
|
$
|
2,591,883
|
|
|
$
|
(267,201
|
)
|
|
$
|
(585,445
|
)
|
|
$
|
3,723,744
|
|
|
$
|
1,313
|
|
|
$
|
3,725,057
|
|
1.
|
BUSINESS AND ORGANIZATION:
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
By primary geographic location:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2,268,086
|
|
|
82.1
|
%
|
|
$
|
2,200,615
|
|
|
78.4
|
%
|
Canada
|
|
384,225
|
|
|
13.9
|
%
|
|
485,430
|
|
|
17.3
|
%
|
||
Australia
|
|
51,050
|
|
|
1.8
|
%
|
|
41,324
|
|
|
1.5
|
%
|
||
Latin America and Other
|
|
60,734
|
|
|
2.2
|
%
|
|
79,890
|
|
|
2.8
|
%
|
||
Total revenues
|
|
$
|
2,764,095
|
|
|
100.0
|
%
|
|
$
|
2,807,259
|
|
|
100.0
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
By contract type:
|
|
|
|
|
|
|
|
|
||||||
Unit-price contracts
|
|
$
|
974,651
|
|
|
35.3
|
%
|
|
$
|
895,044
|
|
|
31.9
|
%
|
Cost-plus contracts
|
|
688,084
|
|
|
24.9
|
%
|
|
958,355
|
|
|
34.1
|
%
|
||
Fixed price contracts
|
|
1,101,360
|
|
|
39.8
|
%
|
|
953,860
|
|
|
34.0
|
%
|
||
Total revenues
|
|
$
|
2,764,095
|
|
|
100.0
|
%
|
|
$
|
2,807,259
|
|
|
100.0
|
%
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Contract assets
|
|
$
|
569,180
|
|
|
$
|
601,268
|
|
Contract liabilities
|
|
$
|
591,087
|
|
|
$
|
606,146
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Balance at beginning of period
|
|
$
|
9,398
|
|
|
$
|
5,839
|
|
Adoption of new credit loss standard
|
|
5,067
|
|
|
—
|
|
||
Charges to bad debt expense
|
|
273
|
|
|
2,823
|
|
||
Direct write-offs charged against the allowance
|
|
(292
|
)
|
|
(186
|
)
|
||
Balance at end of period
|
|
$
|
14,446
|
|
|
$
|
8,476
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash and cash equivalents held in domestic bank accounts
|
|
$
|
350,393
|
|
|
$
|
130,771
|
|
Cash and cash equivalents held in foreign bank accounts
|
|
26,812
|
|
|
34,027
|
|
||
Total cash and cash equivalents
|
|
$
|
377,205
|
|
|
$
|
164,798
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash and cash equivalents held by domestic joint ventures
|
|
$
|
9,097
|
|
|
$
|
6,518
|
|
Cash and cash equivalents held by foreign joint ventures
|
|
104
|
|
|
16
|
|
||
Total cash and cash equivalents held by joint ventures
|
|
9,201
|
|
|
6,534
|
|
||
Cash and cash equivalents not held by joint ventures
|
|
368,004
|
|
|
158,264
|
|
||
Total cash and cash equivalents
|
|
$
|
377,205
|
|
|
$
|
164,798
|
|
|
|
2020
|
|
2019
|
||||
|
|
Range
|
|
Weighted Average
|
|
Range
|
|
Weighted Average
|
Discount rates
|
|
20% to 23%
|
|
22%
|
|
19% to 24%
|
|
24%
|
Customer attrition rates
|
|
23% to 41%
|
|
29%
|
|
5% to 37%
|
|
6%
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accounts payable and accrued expenses
|
|
$
|
80,947
|
|
|
$
|
77,618
|
|
Insurance and other non-current liabilities
|
|
7,060
|
|
|
6,542
|
|
||
Total contingent consideration liabilities
|
|
$
|
88,007
|
|
|
$
|
84,160
|
|
4.
|
ACQUISITIONS:
|
|
|
2020
|
|
2019
|
||||
Consideration:
|
|
|
|
|
||||
Cash paid or payable
|
|
$
|
19,377
|
|
|
$
|
399,279
|
|
Value of Quanta common stock issued
|
|
4,158
|
|
|
1,791
|
|
||
Contingent consideration
|
|
2,250
|
|
|
—
|
|
||
Fair value of total consideration transferred or estimated to be transferred
|
|
$
|
25,785
|
|
|
$
|
401,070
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
4,888
|
|
|
$
|
112,142
|
|
Contract assets
|
|
—
|
|
|
11,869
|
|
||
Other current assets
|
|
1,691
|
|
|
14,290
|
|
||
Property and equipment
|
|
6,233
|
|
|
60,133
|
|
||
Other assets
|
|
—
|
|
|
149
|
|
||
Identifiable intangible assets
|
|
4,561
|
|
|
192,786
|
|
||
Contract liabilities
|
|
—
|
|
|
(11,856
|
)
|
||
Other current liabilities
|
|
(1,174
|
)
|
|
(73,698
|
)
|
||
Deferred tax liabilities, net
|
|
(483
|
)
|
|
(6,398
|
)
|
||
Other long-term liabilities
|
|
—
|
|
|
(5,345
|
)
|
||
Total identifiable net assets
|
|
15,716
|
|
|
294,072
|
|
||
Goodwill
|
|
10,069
|
|
|
110,137
|
|
||
Fair value of net assets acquired
|
|
25,785
|
|
|
404,209
|
|
||
Bargain purchase gain
|
|
—
|
|
|
(3,139
|
)
|
||
Fair value of total consideration transferred or estimated to be transferred
|
|
$
|
25,785
|
|
|
$
|
401,070
|
|
|
|
Estimated Fair Value
|
|
Weighted Average Amortization Period in Years
|
||
Customer relationships
|
|
$
|
3,180
|
|
|
4.4
|
Backlog
|
|
205
|
|
|
1.0
|
|
Trade names
|
|
349
|
|
|
15.0
|
|
Non-compete agreements
|
|
827
|
|
|
5.0
|
|
Total intangible assets subject to amortization related to acquisitions completed in 2020
|
|
$
|
4,561
|
|
|
5.2
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Revenues
|
|
$
|
2,766,950
|
|
|
$
|
2,968,237
|
|
Gross profit
|
|
333,402
|
|
|
397,098
|
|
||
Selling, general and administrative expenses
|
|
231,102
|
|
|
243,857
|
|
||
Amortization of intangible assets
|
|
18,067
|
|
|
22,212
|
|
||
Net income
|
|
42,004
|
|
|
127,083
|
|
||
Net income attributable to common stock
|
|
39,187
|
|
|
126,536
|
|
||
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.27
|
|
|
$
|
0.87
|
|
Diluted
|
|
$
|
0.27
|
|
|
$
|
0.86
|
|
|
|
Electric Power Infrastructure Services
Division
|
|
Pipeline and Industrial Infrastructure Services
Division
|
|
Total
|
||||||
Balance at December 31, 2018:
|
|
|
|
|
|
|
||||||
Goodwill
|
|
$
|
1,313,078
|
|
|
$
|
683,284
|
|
|
$
|
1,996,362
|
|
Accumulated impairment
|
|
—
|
|
|
(96,483
|
)
|
|
(96,483
|
)
|
|||
|
|
1,313,078
|
|
586,801
|
|
1,899,879
|
||||||
|
|
|
|
|
|
|
||||||
Goodwill related to acquisitions completed in 2019
|
|
43,183
|
|
|
67,200
|
|
|
110,383
|
|
|||
Purchase price allocation adjustments
|
|
1,503
|
|
|
—
|
|
|
1,503
|
|
|||
Foreign currency translation adjustments
|
|
7,399
|
|
|
3,511
|
|
|
10,910
|
|
|||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2019:
|
|
|
|
|
|
|
||||||
Goodwill
|
|
1,365,163
|
|
|
753,938
|
|
|
2,119,101
|
|
|||
Accumulated impairment
|
|
—
|
|
|
(96,426
|
)
|
|
(96,426
|
)
|
|||
|
|
1,365,163
|
|
|
657,512
|
|
|
2,022,675
|
|
|||
|
|
|
|
|
|
|
||||||
Goodwill related to acquisitions completed in 2020
|
|
3,768
|
|
|
6,301
|
|
|
10,069
|
|
|||
Purchase price allocation adjustments
|
|
(246
|
)
|
|
—
|
|
|
(246
|
)
|
|||
Foreign currency translation adjustments
|
|
(16,143
|
)
|
|
(9,890
|
)
|
|
(26,033
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance at March 31, 2020:
|
|
|
|
|
|
|
||||||
Goodwill
|
|
1,352,542
|
|
|
748,771
|
|
|
2,101,313
|
|
|||
Accumulated impairment
|
|
—
|
|
|
(94,848
|
)
|
|
(94,848
|
)
|
|||
|
|
$
|
1,352,542
|
|
|
$
|
653,923
|
|
|
$
|
2,006,465
|
|
|
|
As of
|
|
As of
|
||||||||||||||||||||||
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Remaining Weighted Average Amortization Period in Years
|
|
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Intangible
Assets, Net
|
|
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Intangible
Assets, Net
|
||||||||||||
Customer relationships
|
|
6.2
|
|
$
|
527,298
|
|
|
$
|
(223,606
|
)
|
|
$
|
303,692
|
|
|
$
|
532,808
|
|
|
$
|
(213,915
|
)
|
|
$
|
318,893
|
|
Backlog
|
|
2.5
|
|
142,144
|
|
|
(139,330
|
)
|
|
2,814
|
|
|
144,704
|
|
|
(141,580
|
)
|
|
3,124
|
|
||||||
Trade names
|
|
14.5
|
|
92,182
|
|
|
(27,400
|
)
|
|
64,782
|
|
|
93,396
|
|
|
(26,145
|
)
|
|
67,251
|
|
||||||
Non-compete agreements
|
|
3.1
|
|
43,459
|
|
|
(33,234
|
)
|
|
10,225
|
|
|
43,281
|
|
|
(32,868
|
)
|
|
10,413
|
|
||||||
Patented rights and developed technology
|
|
2.1
|
|
22,416
|
|
|
(20,789
|
)
|
|
1,627
|
|
|
22,719
|
|
|
(20,682
|
)
|
|
2,037
|
|
||||||
Curriculum
|
|
8.1
|
|
11,712
|
|
|
(2,214
|
)
|
|
9,498
|
|
|
11,712
|
|
|
(2,696
|
)
|
|
9,016
|
|
||||||
Total intangible assets subject to amortization
|
|
7.5
|
|
839,211
|
|
|
(446,573
|
)
|
|
392,638
|
|
|
848,620
|
|
|
(437,886
|
)
|
|
410,734
|
|
||||||
Engineering license
|
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
||||||
Total intangible assets
|
|
|
|
$
|
842,211
|
|
|
$
|
(446,573
|
)
|
|
$
|
395,638
|
|
|
$
|
851,620
|
|
|
$
|
(437,886
|
)
|
|
$
|
413,734
|
|
Year Ending December 31:
|
|
|
|
|
Remainder of 2020
|
|
$
|
53,001
|
|
2021
|
|
68,083
|
|
|
2022
|
|
63,069
|
|
|
2023
|
|
53,825
|
|
|
2024
|
|
41,438
|
|
|
Thereafter
|
|
113,222
|
|
|
Total
|
|
$
|
392,638
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Amounts attributable to common stock:
|
|
|
|
|
||||
Net income attributable to common stock
|
|
$
|
38,686
|
|
|
$
|
120,488
|
|
|
|
|
|
|
||||
Weighted average shares:
|
|
|
|
|
||||
Weighted average shares outstanding for basic earnings per share attributable to common stock
|
|
144,454
|
|
|
145,110
|
|
||
Effect of dilutive unvested non-participating stock-based awards
|
|
2,333
|
|
|
1,348
|
|
||
Weighted average shares outstanding for diluted earnings per share attributable to common stock
|
|
146,787
|
|
|
146,458
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Borrowings under senior secured credit facility
|
|
$
|
1,635,366
|
|
|
$
|
1,346,290
|
|
Other long-term debt
|
|
22,507
|
|
|
13,275
|
|
||
Finance leases
|
|
1,493
|
|
|
957
|
|
||
Total long-term debt obligations
|
|
1,659,366
|
|
|
1,360,522
|
|
||
Less — Current maturities of long-term debt
|
|
70,048
|
|
|
68,327
|
|
||
Total long-term debt obligations, net of current maturities
|
|
$
|
1,589,318
|
|
|
$
|
1,292,195
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Short-term debt
|
|
$
|
3,378
|
|
|
$
|
6,542
|
|
Current maturities of long-term debt
|
|
70,048
|
|
|
68,327
|
|
||
Current maturities of long-term debt and short-term debt
|
|
$
|
73,426
|
|
|
$
|
74,869
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Maximum amount outstanding under the credit facility during the period
|
|
$
|
2,024,473
|
|
|
$
|
1,453,150
|
|
Average daily amount outstanding under the credit facility
|
|
$
|
1,458,311
|
|
|
$
|
1,264,498
|
|
Weighted-average interest rate
|
|
3.11
|
%
|
|
3.92
|
%
|
|
|
|
Three Months Ended
|
||||||
|
|
|
March 31,
|
||||||
Lease cost
|
Classification
|
|
2020
|
|
2019
|
||||
Finance lease cost:
|
|
|
|
|
|
||||
Amortization of lease assets
|
Depreciation (1)
|
|
$
|
202
|
|
|
$
|
373
|
|
Interest on lease liabilities
|
Interest expense
|
|
17
|
|
|
21
|
|
||
Operating lease cost
|
Cost of services and Selling, general and administrative expenses
|
|
29,737
|
|
|
30,358
|
|
||
Short-term and variable lease cost (2)
|
Cost of services and Selling, general and administrative expenses
|
|
170,365
|
|
|
200,298
|
|
||
Total lease cost
|
|
|
$
|
200,321
|
|
|
$
|
231,050
|
|
(1)
|
Depreciation is included within “Cost of services” and “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of operations.
|
(2)
|
Short-term lease cost includes both leases and rentals with initial terms of one year or less. Variable lease cost is insignificant and primarily relates to real estate leases and consists of common area maintenance charges, real estate taxes, insurance and other variable costs.
|
Lease type
|
Classification
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Assets:
|
|
|
|
|
|
||||
Operating lease right-of-use assets
|
Operating lease right-of-use assets
|
|
$
|
287,157
|
|
|
$
|
284,369
|
|
Finance lease assets
|
Property and equipment, net of accumulated depreciation
|
|
1,295
|
|
|
1,043
|
|
||
Total lease assets
|
|
|
$
|
288,452
|
|
|
$
|
285,412
|
|
Liabilities:
|
|
|
|
|
|
||||
Current:
|
|
|
|
|
|
||||
Operating
|
Current portion of operating lease liabilities
|
|
$
|
91,389
|
|
|
$
|
92,475
|
|
Finance
|
Current maturities of long-term debt and short-term debt
|
|
505
|
|
|
440
|
|
||
|
|
|
|
|
|
||||
Non-current:
|
|
|
|
|
|
||||
Operating
|
Operating lease liabilities, net of current portion
|
|
200,817
|
|
|
196,521
|
|
||
Finance
|
Long-term debt, net of current maturities
|
|
988
|
|
|
517
|
|
||
Total lease liabilities
|
|
|
$
|
293,699
|
|
|
$
|
289,953
|
|
|
|
As of March 31, 2020
|
||||||||||
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
Remainder of 2020
|
|
$
|
78,839
|
|
|
$
|
432
|
|
|
$
|
79,271
|
|
2021
|
|
82,423
|
|
|
495
|
|
|
82,918
|
|
|||
2022
|
|
57,924
|
|
|
307
|
|
|
58,231
|
|
|||
2023
|
|
39,031
|
|
|
240
|
|
|
39,271
|
|
|||
2024
|
|
22,252
|
|
|
120
|
|
|
22,372
|
|
|||
Thereafter
|
|
40,469
|
|
|
8
|
|
|
40,477
|
|
|||
Total future minimum operating and finance lease payments
|
|
$
|
320,938
|
|
|
$
|
1,602
|
|
|
$
|
322,540
|
|
Less imputed interest
|
|
(28,732
|
)
|
|
(109
|
)
|
|
(28,841
|
)
|
|||
Total lease liabilities
|
|
$
|
292,206
|
|
|
$
|
1,493
|
|
|
$
|
293,699
|
|
|
|
As of March 31, 2020
|
|
Weighted average remaining lease term (in years):
|
|
|
|
Operating leases
|
|
4.44
|
|
Finance leases
|
|
3.44
|
|
Weighted average discount rate:
|
|
|
|
Operating leases
|
|
4.2
|
%
|
Finance leases
|
|
4.2
|
%
|
Quarter ended:
|
|
Shares
|
|
Amount
|
|||
March 31, 2020
|
|
5,960
|
|
|
$
|
200,000
|
|
December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
September 30, 2019
|
|
—
|
|
|
$
|
—
|
|
June 30, 2019
|
|
—
|
|
|
$
|
—
|
|
March 31, 2019
|
|
376
|
|
|
$
|
11,954
|
|
Declaration
|
|
Record
|
|
Payment
|
|
Dividend
|
|
Dividends
|
||||
Date
|
|
Date
|
|
Date
|
|
Per Share
|
|
Declared
|
||||
March 26, 2020
|
|
April 6, 2020
|
|
April 15, 2020
|
|
$
|
0.05
|
|
|
$
|
7,184
|
|
December 11, 2019
|
|
January 2, 2020
|
|
January 16, 2020
|
|
$
|
0.05
|
|
|
$
|
7,371
|
|
August 28, 2019
|
|
October 1, 2019
|
|
October 15, 2019
|
|
$
|
0.04
|
|
|
$
|
5,564
|
|
May 24, 2019
|
|
July 1, 2019
|
|
July 15, 2019
|
|
$
|
0.04
|
|
|
$
|
6,233
|
|
March 21, 2019
|
|
April 5, 2019
|
|
April 19, 2019
|
|
$
|
0.04
|
|
|
$
|
5,896
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
|
|
|
||
Electric Power Infrastructure Services
|
|
$
|
1,767,027
|
|
|
$
|
1,664,023
|
|
Pipeline and Industrial Infrastructure Services
|
|
997,068
|
|
|
1,143,236
|
|
||
Consolidated revenues
|
|
$
|
2,764,095
|
|
|
$
|
2,807,259
|
|
Operating income (loss):
|
|
|
|
|
|
|
||
Electric Power Infrastructure Services
|
|
$
|
128,758
|
|
|
$
|
161,617
|
|
Pipeline and Industrial Infrastructure Services
|
|
31,277
|
|
|
40,699
|
|
||
Corporate and non-allocated costs
|
|
(79,298
|
)
|
|
(82,829
|
)
|
||
Consolidated operating income
|
|
$
|
80,737
|
|
|
$
|
119,487
|
|
Depreciation:
|
|
|
|
|
|
|
||
Electric Power Infrastructure Services
|
|
$
|
28,713
|
|
|
$
|
25,251
|
|
Pipeline and Industrial Infrastructure Services
|
|
21,535
|
|
|
22,555
|
|
||
Corporate and non-allocated costs
|
|
4,162
|
|
|
4,410
|
|
||
Consolidated depreciation
|
|
$
|
54,410
|
|
|
$
|
52,216
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Accounts and notes receivable
|
|
$
|
122,330
|
|
|
$
|
(159,469
|
)
|
Contract assets
|
|
16,372
|
|
|
5,267
|
|
||
Inventories
|
|
(4,368
|
)
|
|
28,996
|
|
||
Prepaid expenses and other current assets
|
|
84,078
|
|
|
(29,339
|
)
|
||
Accounts payable and accrued expenses and other non-current liabilities
|
|
(110,394
|
)
|
|
(66,678
|
)
|
||
Contract liabilities
|
|
(12,886
|
)
|
|
(23,380
|
)
|
||
Other, net
|
|
(5,662
|
)
|
|
(5,553
|
)
|
||
Net change in operating assets and liabilities, net of non-cash transactions
|
|
$
|
89,470
|
|
|
$
|
(250,156
|
)
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash and cash equivalents
|
|
$
|
377,205
|
|
|
$
|
85,423
|
|
Restricted cash included in “Prepaid expenses and other current assets”
|
|
3,514
|
|
|
3,038
|
|
||
Restricted cash included in “Other assets, net”
|
|
919
|
|
|
1,031
|
|
||
Total cash, cash equivalents, and restricted cash reported in the statements of cash flows
|
|
$
|
381,638
|
|
|
$
|
89,492
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
|
$
|
164,798
|
|
|
$
|
78,687
|
|
Restricted cash included in “Prepaid expenses and other current assets”
|
|
4,026
|
|
|
3,286
|
|
||
Restricted cash included in “Other assets, net”
|
|
921
|
|
|
1,283
|
|
||
Total cash, cash equivalents, and restricted cash reported in the statements of cash flows
|
|
$
|
169,745
|
|
|
$
|
83,256
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
||||
Operating cash flows from operating leases
|
|
$
|
(29,482
|
)
|
|
$
|
(29,447
|
)
|
Operating cash flows from finance leases
|
|
$
|
(17
|
)
|
|
$
|
(21
|
)
|
Financing cash flows from finance leases
|
|
$
|
(201
|
)
|
|
$
|
(630
|
)
|
Lease assets obtained in exchange for lease liabilities:
|
|
|
|
|
||||
Operating leases
|
|
$
|
29,693
|
|
|
$
|
15,939
|
|
Finance leases
|
|
$
|
866
|
|
|
$
|
401
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash (paid) received during the period for —
|
|
|
|
|
||||
Interest paid
|
|
$
|
(13,272
|
)
|
|
$
|
(13,432
|
)
|
Income taxes paid
|
|
$
|
(54,221
|
)
|
|
$
|
(8,193
|
)
|
Income tax refunds
|
|
$
|
2,339
|
|
|
$
|
1,278
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Consolidated revenues decreased 1.5% to $2.76 billion as compared to $2.81 billion for the three months ended March 31, 2019, of which 63.9% was attributable to the Electric Power Infrastructure Services segment and 36.1% was attributable to the Pipeline and Industrial Infrastructure Services segment;
|
•
|
Operating income decreased 32.4%, or $38.8 million, to $80.7 million as compared to $119.5 million for the three months ended March 31, 2019, primarily attributable to higher earnings related to successful execution and completion of a larger electric transmission project in Canada during the three months ended March 31, 2019;
|
•
|
Net income attributable to common stock decreased 67.9%, or $81.8 million, to $38.7 million as compared to $120.5 million for the three months ended March 31, 2019, primarily attributable to the project earnings referenced above as well as the recognition of $60.3 million of previously deferred earnings associated with an investment in the larger electric transmission project in Canada during the three months ended March 31, 2019;
|
•
|
Diluted earnings per share decreased 68.1%, or $0.56, to $0.26 as compared to $0.82 for the three months ended March 31, 2019, primarily attributable to the project earnings and recognition of $60.3 million (or $0.30 per diluted share) of previously deferred earnings during the three months ended March 31, 2019 referenced above;
|
•
|
Net cash provided by operating activities increased by $310.3 million, to $227.5 million as compared to $82.8 million of net cash used in operating activities for the three months ended March 31, 2019;
|
•
|
Remaining performance obligations increased 1.3%, or $69.7 million, to $5.37 billion as of March 31, 2020 as compared to $5.30 billion as of December 31, 2019; and
|
•
|
Total backlog (a non-GAAP measure) decreased 1.8%, or $272.5 million, to $14.73 billion as of March 31, 2020 as compared to $15.00 billion as of December 31, 2019. For a reconciliation of backlog to remaining performance obligations, its most comparable GAAP measure, see Remaining Performance Obligations and Backlog below.
|
•
|
Increased customer spending on smaller electric transmission and distribution services projects, which are services we generally consider to be base business operations;
|
•
|
Decreased revenues on larger transmission projects primarily due to the completion of the larger transmission project in Canada in the first quarter of 2019 referenced above; and
|
•
|
Delays on other larger transmission projects in Canada, which shifted expected revenues to later in 2020 and beyond.
|
•
|
Decreased revenues from larger pipeline projects as compared to the three months ended March 31, 2019, the timing of which is highly variable due to potential permitting delays, worksite access limitations related to environmental regulations and seasonal weather patterns;
|
•
|
Increased revenues from pipeline distribution services, which we generally consider to be base business operations;
|
•
|
Increased revenues of approximately $100 million from acquired businesses;
|
•
|
Negative impacts from adverse weather across our Canadian pipeline operations, including an $11.4 million loss associated with production issues as well as severe weather conditions on a larger gas transmission project in Canada; and
|
•
|
Certain adverse impacts due to restrictions on our ability to perform services in certain locations as a result of the novel coronavirus disease 2019 (COVID-19) pandemic, as discussed further below in COVID-19 Pandemic - Response and Impact.
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||||||||
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||||||||
Revenues
|
|
$
|
2,764,095
|
|
|
100.0
|
%
|
|
$
|
2,807,259
|
|
|
100.0
|
%
|
|
$
|
(43,164
|
)
|
|
(1.5
|
)%
|
Cost of services (including depreciation)
|
|
2,431,899
|
|
|
88.0
|
|
|
2,443,278
|
|
|
87.0
|
|
|
(11,379
|
)
|
|
(0.5
|
)%
|
|||
Gross profit
|
|
332,196
|
|
|
12.0
|
|
|
363,981
|
|
|
13.0
|
|
|
(31,785
|
)
|
|
(8.7
|
)%
|
|||
Selling, general and administrative expenses
|
|
230,793
|
|
|
8.3
|
|
|
231,908
|
|
|
8.3
|
|
|
(1,115
|
)
|
|
(0.5
|
)%
|
|||
Amortization of intangible assets
|
|
17,908
|
|
|
0.7
|
|
|
12,670
|
|
|
0.4
|
|
|
5,238
|
|
|
41.3
|
%
|
|||
Change in fair value of contingent consideration liabilities
|
|
2,758
|
|
|
0.1
|
|
|
(84
|
)
|
|
—
|
|
|
2,842
|
|
|
*
|
|
|||
Operating income
|
|
80,737
|
|
|
2.9
|
|
|
119,487
|
|
|
4.3
|
|
|
(38,750
|
)
|
|
(32.4
|
)%
|
|||
Interest expense
|
|
(14,006
|
)
|
|
(0.4
|
)
|
|
(13,876
|
)
|
|
(0.5
|
)
|
|
(130
|
)
|
|
0.9
|
%
|
|||
Interest income
|
|
759
|
|
|
—
|
|
|
309
|
|
|
—
|
|
|
450
|
|
|
145.6
|
%
|
|||
Other income (expense), net
|
|
(9,827
|
)
|
|
(0.4
|
)
|
|
58,959
|
|
|
2.1
|
|
|
(68,786
|
)
|
|
*
|
|
|||
Income before income taxes
|
|
57,663
|
|
|
2.1
|
|
|
164,879
|
|
|
5.9
|
|
|
(107,216
|
)
|
|
(65.0
|
)%
|
|||
Provision for income taxes
|
|
16,160
|
|
|
0.6
|
|
|
43,844
|
|
|
1.6
|
|
|
(27,684
|
)
|
|
(63.1
|
)%
|
|||
Net income
|
|
41,503
|
|
|
1.5
|
|
|
121,035
|
|
|
4.3
|
|
|
(79,532
|
)
|
|
(65.7
|
)%
|
|||
Less: Net income attributable to non-controlling interests
|
|
2,817
|
|
|
0.1
|
|
|
547
|
|
|
—
|
|
|
2,270
|
|
|
415.0
|
%
|
|||
Net income attributable to common stock
|
|
$
|
38,686
|
|
|
1.4
|
%
|
|
$
|
120,488
|
|
|
4.3
|
%
|
|
$
|
(81,802
|
)
|
|
(67.9
|
)%
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||||||||
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Electric Power Infrastructure Services excluding Latin America
|
|
$
|
1,762,346
|
|
|
63.8
|
%
|
|
$
|
1,636,188
|
|
|
58.3
|
%
|
|
$
|
126,158
|
|
|
7.7
|
%
|
Latin America
|
|
4,681
|
|
|
0.2
|
|
|
27,835
|
|
|
1.0
|
|
|
(23,154
|
)
|
|
(83.2
|
)%
|
|||
Electric Power Infrastructure Services
|
|
$
|
1,767,027
|
|
|
63.9
|
%
|
|
$
|
1,664,023
|
|
|
59.3
|
%
|
|
$
|
103,004
|
|
|
6.2
|
%
|
Pipeline and Industrial Infrastructure Services
|
|
997,068
|
|
|
36.1
|
|
|
1,143,236
|
|
|
40.7
|
|
|
(146,168
|
)
|
|
(12.8
|
)%
|
|||
Consolidated revenues from external customers
|
|
$
|
2,764,095
|
|
|
100.0
|
%
|
|
$
|
2,807,259
|
|
|
100.0
|
%
|
|
$
|
(43,164
|
)
|
|
(1.5
|
)%
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Electric Power Infrastructure Services excluding Latin America
|
|
$
|
145,073
|
|
|
8.2
|
%
|
|
$
|
162,229
|
|
|
9.9
|
%
|
|
$
|
(17,156
|
)
|
|
(10.6
|
)%
|
Latin America
|
|
(16,315
|
)
|
|
(348.5
|
)%
|
|
(612
|
)
|
|
(2.2
|
)%
|
|
(15,703
|
)
|
|
*
|
|
|||
Electric Power Infrastructure Services
|
|
$
|
128,758
|
|
|
7.3
|
%
|
|
$
|
161,617
|
|
|
9.7
|
%
|
|
$
|
(32,859
|
)
|
|
(20.3
|
)%
|
Pipeline and Industrial Infrastructure Services
|
|
31,277
|
|
|
3.1
|
%
|
|
40,699
|
|
|
3.6
|
%
|
|
(9,422
|
)
|
|
(23.2
|
)%
|
|||
Corporate and non-allocated costs
|
|
(79,298
|
)
|
|
N/A
|
|
(82,829
|
)
|
|
N/A
|
|
3,531
|
|
|
(4.3
|
)%
|
|||||
Consolidated operating income
|
|
$
|
80,737
|
|
|
2.9
|
%
|
|
$
|
119,487
|
|
|
4.3
|
%
|
|
$
|
(38,750
|
)
|
|
(32.4
|
)%
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
12 Month
|
|
Total
|
|
12 Month
|
|
Total
|
||||||||
Electric Power Infrastructure Services
|
|
|
|
|
|
|
|
|
||||||||
Remaining performance obligations
|
|
$
|
2,696,812
|
|
|
$
|
3,987,063
|
|
|
$
|
2,483,109
|
|
|
$
|
3,957,710
|
|
Estimated orders under MSAs and short-term, non-fixed price contracts
|
|
2,555,765
|
|
|
5,666,724
|
|
|
2,873,446
|
|
|
5,864,527
|
|
||||
Backlog
|
|
5,252,577
|
|
|
9,653,787
|
|
|
5,356,555
|
|
|
9,822,237
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Pipeline and Industrial Infrastructure Services
|
|
|
|
|
|
|
|
|
||||||||
Remaining performance obligations
|
|
719,497
|
|
|
1,385,102
|
|
|
670,707
|
|
|
1,344,741
|
|
||||
Estimated orders under MSAs and short-term, non-fixed price contracts
|
|
1,622,418
|
|
|
3,693,494
|
|
|
1,919,791
|
|
|
3,837,923
|
|
||||
Backlog
|
|
2,341,915
|
|
|
5,078,596
|
|
|
2,590,498
|
|
|
5,182,664
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
|
|
|
||||||||
Remaining performance obligations
|
|
3,416,309
|
|
|
5,372,165
|
|
|
3,153,816
|
|
|
5,302,451
|
|
||||
Estimated orders under MSAs and short-term, non-fixed price contracts
|
|
4,178,183
|
|
|
9,360,218
|
|
|
4,793,237
|
|
|
9,702,450
|
|
||||
Backlog
|
|
$
|
7,594,492
|
|
|
$
|
14,732,383
|
|
|
$
|
7,947,053
|
|
|
$
|
15,004,901
|
|
|
|
March 31, 2020
|
||
Total capacity available for revolving loans and letters of credit
|
|
$
|
2,135,000
|
|
Less:
|
|
|
||
Borrowings of revolving loans under our senior secured credit facility
|
|
410,052
|
|
|
Letters of credit outstanding under our senior secured credit facility
|
|
373,900
|
|
|
Available commitments under senior secured credit facility for issuing revolving loans or new letters of credit
|
|
1,351,048
|
|
|
Plus:
|
|
|
||
Cash and cash equivalents
|
|
377,205
|
|
|
Total available commitments under senior secured credit facility and cash and cash equivalents
|
|
$
|
1,728,253
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
227,549
|
|
|
$
|
(82,750
|
)
|
Net cash used in investing activities
|
|
$
|
(89,133
|
)
|
|
$
|
(147,156
|
)
|
Net cash provided by financing activities
|
|
$
|
73,926
|
|
|
$
|
236,260
|
|
Quarter ended:
|
|
Shares
|
|
Amount
|
|||
March 31, 2020
|
|
5,960
|
|
|
$
|
200,000
|
|
December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
September 30, 2019
|
|
—
|
|
|
$
|
—
|
|
June 30, 2019
|
|
—
|
|
|
$
|
—
|
|
March 31, 2019
|
|
376
|
|
|
$
|
11,953
|
|
Declaration
|
|
Record
|
|
Payment
|
|
Dividend
|
|
Dividends
|
||||
Date
|
|
Date
|
|
Date
|
|
Per Share
|
|
Declared
|
||||
March 26, 2020
|
|
April 6, 2020
|
|
April 15, 2020
|
|
$
|
0.05
|
|
|
$
|
7,184
|
|
December 11, 2019
|
|
January 2, 2020
|
|
January 16, 2020
|
|
$
|
0.05
|
|
|
$
|
7,371
|
|
August 28, 2019
|
|
October 1, 2019
|
|
October 15, 2019
|
|
$
|
0.04
|
|
|
$
|
5,564
|
|
May 24, 2019
|
|
July 1, 2019
|
|
July 15, 2019
|
|
$
|
0.04
|
|
|
$
|
6,233
|
|
March 21, 2019
|
|
April 5, 2019
|
|
April 19, 2019
|
|
$
|
0.04
|
|
|
$
|
5,896
|
|
|
|
Total
|
|
Remainder of 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Long-term debt - principal (1)
|
|
$
|
1,657,873
|
|
|
$
|
53,449
|
|
|
$
|
68,317
|
|
|
$
|
1,526,649
|
|
|
$
|
3,941
|
|
|
$
|
3,941
|
|
|
$
|
1,576
|
|
Long-term debt - cash interest (2)
|
|
2,615
|
|
|
832
|
|
|
668
|
|
|
516
|
|
|
364
|
|
|
212
|
|
|
23
|
|
|||||||
Short-term debt (3)
|
|
3,378
|
|
|
3,378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating lease obligations (4)
|
|
320,938
|
|
|
78,839
|
|
|
82,423
|
|
|
57,924
|
|
|
39,031
|
|
|
22,252
|
|
|
40,469
|
|
|||||||
Operating lease obligations that have not yet commenced (5)
|
|
6,040
|
|
|
442
|
|
|
1,077
|
|
|
1,014
|
|
|
973
|
|
|
1,000
|
|
|
1,534
|
|
|||||||
Finance lease obligations (6)
|
|
1,602
|
|
|
432
|
|
|
495
|
|
|
307
|
|
|
240
|
|
|
120
|
|
|
8
|
|
|||||||
Short-term lease obligations (7)
|
|
27,563
|
|
|
26,177
|
|
|
1,386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Equipment purchase commitments (8)
|
|
42,347
|
|
|
42,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Capital commitment related to investments in unconsolidated affiliates (9)
|
|
2,628
|
|
|
2,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
2,064,984
|
|
|
$
|
208,524
|
|
|
$
|
154,366
|
|
|
$
|
1,586,410
|
|
|
$
|
44,549
|
|
|
$
|
27,525
|
|
|
$
|
43,610
|
|
(1)
|
We had $1.64 billion of outstanding borrowings under our senior secured credit facility, which included $1.23 billion borrowed under the term loan facility and $410.1 million of outstanding revolving loans, both of which bear interest at variable market rates. Assuming the principal amount outstanding at March 31, 2020 remained outstanding and the interest rate in effect at March 31, 2020 remained the same, the annual cash interest expense would be approximately $34.6 million, payable until October 31, 2022, the maturity date of the facility. Additionally, in connection with the term loan facility, we are required to make quarterly principal payments of $16.1 million and pay the remaining balance on the maturity date for the facility.
|
(2)
|
Amount represents cash interest expense on our fixed-rate long-term debt, which excludes our senior secured credit facility.
|
(3)
|
Amount represents short-term borrowings recorded on our March 31, 2020 condensed consolidated balance sheet.
|
(4)
|
Amounts represent undiscounted operating lease obligations at March 31, 2020. The operating lease obligations recorded on our March 31, 2020 condensed consolidated balance sheet represent the present value of these amounts.
|
(5)
|
Amounts represent undiscounted operating leases obligations that have not commenced as of March 31, 2020. The operating leases obligations will be recorded on our March 31, 2020 condensed consolidated balance sheet beginning on the commencement date of each lease.
|
(6)
|
Amounts represent undiscounted finance lease obligations at March 31, 2020. The finance lease obligations recorded on our March 31, 2020 condensed consolidated balance sheet represent the present value of these amounts.
|
(7)
|
Amounts represent short-term lease obligations that are not recorded on our March 31, 2020 condensed consolidated balance sheet due to our accounting policy election. Month-to-month rental expense associated primarily with certain equipment rentals is excluded from these amounts because we are unable to accurately predict future rental amounts.
|
(8)
|
Amount represents capital committed for the expansion of our vehicle fleet. Although we have committed to the purchase of these vehicles at the time of their delivery, we expect that these orders will be assigned to third-party leasing companies and made available to us under certain of our master equipment lease agreements.
|
(9)
|
Amount represents outstanding capital commitments associated with investments in unconsolidated affiliates. As of March 31, 2020, we had outstanding capital commitments associated with investments in unconsolidated affiliates.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accounts payable and accrued expenses
|
|
$
|
80,947
|
|
|
$
|
77,618
|
|
Insurance and other non-current liabilities
|
|
7,060
|
|
|
6,542
|
|
||
Total contingent consideration liabilities
|
|
$
|
88,007
|
|
|
$
|
84,160
|
|
•
|
Projected revenues, net income, earnings per share, margins, cash flows, liquidity, weighted average shares outstanding, capital expenditures, tax rates and other projections of operating or financial results;
|
•
|
Expectations regarding our business or financial outlook and opportunities, trends or economic and regulatory conditions in particular markets or industries;
|
•
|
Expectations regarding the COVID-19 pandemic, including the potential impact of the COVID-19 pandemic and of governmental responses to the pandemic on our business, operations, supply chain and personnel, financial condition, results of operations, cash flows and liquidity;
|
•
|
Expectations regarding our plans and strategies, including plans, effects and other matters relating to the COVID-19 pandemic and our exit, through potential sale or otherwise, from our Latin American operations;
|
•
|
The business plans or financial condition of our customers, including with respect to or as a result of the COVID-19 pandemic;
|
•
|
The potential impact of the recent decrease in commodity prices and volatility in commodity production volumes on our business, financial condition, results of operations and cash flows and demand for our services;
|
•
|
Beliefs and assumptions about the collectability of receivables;
|
•
|
The expected value of contracts or intended contracts with customers, as well as the scope, services, term or results of any awarded or expected projects;
|
•
|
The development of larger electric transmission and pipeline projects, as well as the level of oil, natural gas and natural gas liquids prices and their impact on our business or demand for our services;
|
•
|
Future capital allocation initiatives, including the amount, timing and strategies with respect to any future stock repurchases, and expectations regarding the declaration, amount and timing of any future cash dividends;
|
•
|
The impact of existing or potential legislation or regulation;
|
•
|
Potential opportunities that may be indicated by bidding activity or similar discussions with customers;
|
•
|
The future demand for and availability of labor resources in the industries we serve;
|
•
|
The expected realization of remaining performance obligations or backlog;
|
•
|
The potential benefits from investments or acquisitions;
|
•
|
The expected outcome of pending or threatened legal proceedings; and
|
•
|
Possible recovery of pending or contemplated insurance claims, change orders and claims asserted against customers or third parties.
|
•
|
Market, industry, economic, financial or political conditions outside our control, including weakness in the capital markets or the ongoing and potential impact to financial markets and worldwide economic activity resulting from the COVID-19 pandemic and related governmental actions;
|
•
|
Quarterly variations in our operating and financial results, liquidity, financial condition, cash flows, capital requirements, and reinvestment opportunities, including the ongoing and potential impact to our business, operations and supply chains resulting from the COVID-19 pandemic and related governmental actions;
|
•
|
The severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of business and governmental responses to the pandemic (e.g., shelter-in-place and other mobility restrictions, business closures) on our operations, personnel and supply chains, and on commercial activity and demand across our and our customers’ businesses;
|
•
|
Our inability to predict the extent to which the COVID-19 pandemic and related impacts will adversely impact our business, financial performance, results of operations, financial position, the prices of our securities and the achievement of our strategic objectives, including with respect to governmental restrictions on our ability to operate, workforce and key personnel availability, regulatory and permitting delays, and future demand for energy and the resulting impact on demand for our services;
|
•
|
Trends and growth opportunities in relevant markets, including our ability to obtain future project awards;
|
•
|
The time and costs required to exit our Latin American operations and our ability to effect related transactions on acceptable terms, as well as the business and political climate in Latin America;
|
•
|
Delays, deferrals, reductions in scope or cancellations of anticipated, pending or existing projects as a result of, among other things, the COVID-19 pandemic, weather, regulatory or permitting issues (including the recent court ruling vacating the U.S. Army Corps of Engineers’ Nationwide Permit 12), environmental processes, project performance issues, claimed force majeure events, protests or other political activity, legal challenges or customer capital constraints;
|
•
|
The effect of natural gas, natural gas liquids and oil prices and commodity production volumes on our operations and growth opportunities and on our customers’ capital programs and demand for our services, including as a result of the recent significant decrease in commodity prices;
|
•
|
The successful negotiation, execution, performance and completion of anticipated, pending and existing contracts;
|
•
|
Risks associated with operational hazards that arise due to the nature of the services we provide and the conditions in which we operate, including, among others, wildfires and explosions;
|
•
|
Unexpected costs, liabilities, fines or penalties that may arise from legal proceedings, indemnity obligations, reimbursement obligations associated with letters of credit or bonds, multiemployer pension plans (e.g., underfunding of liabilities, termination or withdrawal liability) or other claims or actions asserted against us, including amounts that are not covered by, or are in excess of, our third-party insurance;
|
•
|
Potential unavailability or cancellation of third-party insurance coverage, as well as the exclusion of coverage for certain losses, potential increases in premiums for coverage deemed beneficial to us, or the unavailability of coverage deemed beneficial to us at reasonable and competitive rates;
|
•
|
Damage to our brands or reputation arising as a result of cyber-security breaches, environmental and occupational health and safety matters, corporate scandal, failure to successfully perform a high-profile project, involvement in a catastrophic event (e.g., fire, explosion) or other negative incidents;
|
•
|
Our dependence on suppliers, subcontractors, equipment manufacturers and other third-party contractors and the impact of the COVID-19 pandemic on these service providers;
|
•
|
Estimates and assumptions related to our financial results, remaining performance obligations and backlog;
|
•
|
Our ability to attract and the potential shortage of skilled employees and our ability to retain key personnel and qualified employees and the impact of the COVID-19 pandemic on the availability and performance of our workforce and key personnel;
|
•
|
Our dependence on fixed price contracts and the potential to incur losses with respect to these contracts;
|
•
|
Adverse weather conditions, natural disasters and other emergencies, including wildfires, pandemics (including the ongoing COVID-19 pandemic), hurricanes, tropical storms, floods, earthquakes and other geological- and weather-related hazards;
|
•
|
Our ability to generate internal growth;
|
•
|
Competition in our business, including our ability to effectively compete for new projects and market share
|
•
|
The future development of natural resources;
|
•
|
The failure of existing or potential legislative actions and initiatives to result in increased demand for our services;
|
•
|
Fluctuations of prices of certain materials used in our and our customers’ businesses, including as a result of the imposition of tariffs, governmental regulations affecting the sourcing of certain materials and equipment and other changes in U.S. trade relationships with other countries;
|
•
|
Cancellation provisions within our contracts and the risk that contracts expire and are not renewed or are replaced on less favorable terms;
|
•
|
Loss of customers with whom we have long-standing or significant relationships;
|
•
|
The potential that participation in joint ventures or similar structures exposes us to liability and/or harm to our reputation for acts or omissions by our partners;
|
•
|
Our inability or failure to comply with the terms of our contracts, which may result in additional costs, unexcused delays, warranty claims, failure to meet performance guarantees, damages or contract terminations;
|
•
|
The inability or refusal of our customers or third-party contractors to pay for services, which could be attributable to, among other things, the COVID-19 pandemic or the recent decrease in commodity prices and which could include the failure to collect our outstanding receivables, failure to recover amounts billed to customers in bankruptcy, or failure to recover on change orders or contract claims;
|
•
|
Budgetary or other constraints that may reduce or eliminate tax incentives or government funding for projects, which may result in project delays or cancellations;
|
•
|
Our ability to successfully complete our remaining performance obligations or realize our backlog;
|
•
|
Risks associated with operating in international markets, including instability of foreign governments, currency exchange fluctuations, and compliance with unfamiliar foreign legal systems and cultural practices, the U.S. Foreign Corrupt Practices Act and other applicable anti-bribery and anti-corruption laws, and complex U.S. and foreign tax regulations and international treaties;
|
•
|
Our ability to successfully identify, complete, integrate and realize synergies from acquisitions, including the ability to retain key personnel from acquired businesses;
|
•
|
The potential adverse impact resulting from uncertainty surrounding acquisitions and investments, including the potential increase in risks already existing in our operations and poor performance or decline in value of our investments;
|
•
|
The adverse impact of impairments of goodwill, other intangible assets, receivables, long-lived assets or investments;
|
•
|
Our growth outpacing our decentralized management and infrastructure;
|
•
|
Inability to enforce our intellectual property rights or the obsolescence of such rights;
|
•
|
The impact of our unionized workforce on our operations, including labor stoppages or interruptions due to strikes or lockouts;
|
•
|
The ability to access sufficient funding to finance desired growth and operations, including our ability to access capital markets on favorable terms, as well as fluctuations in the price and volume of our common stock, debt covenant compliance, interest rate fluctuations and other factors affecting our financing and investing activities;
|
•
|
Our ability to obtain performance bonds and other project security;
|
•
|
Our ability to meet the regulatory requirements applicable to us and our subsidiaries, including the Sarbanes-Oxley Act of 2002 and the U.S. Investment Advisers Act of 1940;
|
•
|
Rapid technological and other structural changes that could reduce the demand for our services;
|
•
|
Risks related to the implementation of new information technology systems;
|
•
|
New or changed tax laws, treaties or regulations;
|
•
|
Our ability to realize deferred tax assets;
|
•
|
Legislative or regulatory changes that result in increased costs, including with respect of labor and healthcare costs;
|
•
|
Significant fluctuations in foreign currency exchange rates; and
|
•
|
The other risks and uncertainties described elsewhere herein and in Item 1A. Risk Factors of Part II of this Quarterly Report, Item 1A. Risk Factors of Part I of our 2019 Annual Report and as may be detailed from time to time in our other public filings with the SEC.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
•
|
evolving governmental guidance or requirements, including travel and movement restrictions, that continue to impact our ability to perform services or complete projects in accordance with required delivery schedules, which could result in additional costs or penalties (e.g., liquidated damages);
|
•
|
additional delays with respect to permitting and regulatory matters;
|
•
|
additional project deferrals, delays, and cancellations and changes in customer spending patterns and strategic plans as a result of, among other things, prolonged decreases in energy demand, lack of available financing for our customers' businesses or termination of, or force majeure events arising under, existing customer agreements;
|
•
|
governmental guidance or requirements, including work-from-home policies, or potential illness that negatively impact the availability or productivity of our key personnel or a significant number of employees or cause other disruptions to our business, corporate governance or financial reporting processes;
|
•
|
increased payment risk associated with customers experiencing financial difficulties (including bankruptcy) and an increase in disputes with customers relating to billing and payment under contracts and change orders;
|
•
|
potential liabilities and reputational harm related to occupational health and safety matters associated with COVID-19;
|
•
|
our inability to execute our business strategy, including with respect to certain capital investments such as acquisitions, investments and service offering expansions;
|
•
|
limitations on the ability of our suppliers, vendors and subcontractors to perform;
|
•
|
asset impairment charges related to property and equipment, goodwill, other intangible assets, other long-lived assets and investments;
|
•
|
additional costs associated with restructuring, severance and related matters, potential mandated increases in pay for critical infrastructure workers or other increased employment-related costs (e.g., workers' compensation insurance claims); and
|
•
|
an increase in cyber-attacks and attempted intrusions into our information technology systems as a result of, among other things, increased reliance on such systems.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
|
Total Number of Shares Purchased (1)(2)
|
|
Average Price Paid per Share
|
|
Total Number
of Shares Purchased
as Part of Publicly
Announced Plans or Programs
|
|
Maximum
Number (or Approximate
Dollar Value) of Shares
that may yet be
Purchased Under
the Plans or Programs (1)
|
||||||
January 1 - 31, 2020
|
|
|
|
|
|
|
|
|
||||||
Open Market Stock Repurchases (1)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
286,756,122
|
|
Tax Withholdings (2)
|
|
49,962
|
|
|
$
|
36.53
|
|
|
—
|
|
|
|
||
February 1 - 29, 2020
|
|
|
|
|
|
|
|
|
||||||
Open Market Stock Repurchases (1)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
286,756,122
|
|
Tax Withholdings (2)
|
|
351,869
|
|
|
$
|
39.96
|
|
|
—
|
|
|
|
||
March 1 - 31, 2020
|
|
|
|
|
|
|
|
|
||||||
Open Market Stock Repurchases (1)
|
|
5,960,134
|
|
|
$
|
33.56
|
|
|
5,960,134
|
|
|
$
|
86,756,136
|
|
Tax Withholdings (2)
|
|
189,944
|
|
|
$
|
38.54
|
|
|
—
|
|
|
|
||
Total
|
|
6,551,909
|
|
|
|
|
5,960,134
|
|
|
$
|
86,756,136
|
|
(1)
|
Includes shares repurchased as of the trade date of such repurchases. On September 4, 2018, we issued a press release announcing that our Board of Directors approved a stock repurchase program that authorizes us to purchase, from time to time through June 30, 2021, up to $500.0 million of our outstanding common stock. Repurchases under this program can be made in open market and privately negotiated transactions, at our discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. This program does not obligate us to acquire any specific amount of common stock and may be modified or terminated by our Board of Directors at any time at its sole discretion and without notice.
|
(2)
|
Includes shares purchased from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock unit and performance unit awards or the settlement of previously vested but deferred restricted stock unit awards.
|
Item 6.
|
Exhibits.
|
Exhibit
No.
|
|
Description
|
||
3.1
|
|
|
|
|
3.2
|
|
|
|
|
10.1
|
|
^*
|
|
|
10.2
|
|
^
|
|
|
31.1
|
|
*
|
|
|
31.2
|
|
*
|
|
|
32.1
|
|
*
|
|
|
101
|
|
*
|
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Equity and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and with detailed tags
|
104
|
|
*
|
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL (included as Exhibit 101)
|
^
|
Management contracts or compensatory plans or arrangements
|
*
|
Filed or furnished herewith
|
|
By:
|
/s/ JERRY K. LEMON
|
|
|
Jerry K. Lemon
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
Dated: May 8, 2020
|
By:
|
/s/ EARL C. AUSTIN, JR.
|
|
|
|
Earl C. Austin, Jr.
|
|
|
|
President, Chief Executive Officer and Chief Operating Officer
|
|
|
|
(Principal Executive Officer)
|
|
Dated: May 8, 2020
|
By:
|
/s/ DERRICK A. JENSEN
|
|
|
|
Derrick A. Jensen
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
/s/ EARL C. AUSTIN, JR.
|
|
|
Earl C. Austin, Jr.
|
|
|
President, Chief Executive Officer and Chief Operating Officer
|
|
|
/s/ DERRICK A. JENSEN
|
|
|
Derrick A. Jensen
|
|
|
Chief Financial Officer
|
|