Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'STERLING CONSTRUCTION CO INC | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 18,802,779 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000874238 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $17,000 | $1,872 |
Contracts receivable, including retainage | 105,302 | 77,245 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 31,745 | 11,684 |
Inventories | 6,618 | 6,189 |
Receivables from and equity in construction joint ventures | 10,621 | 6,118 |
Other current assets | 10,153 | 11,377 |
Total current assets | 181,439 | 114,485 |
Property and equipment, net | 90,453 | 93,683 |
Goodwill | 54,820 | 54,820 |
Other assets, net | 8,356 | 10,030 |
Total assets | 335,068 | 273,018 |
Current liabilities: | ' | ' |
Accounts payable | 81,097 | 61,599 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 28,521 | 31,576 |
Current maturities of long-term debt | 964 | 134 |
Income taxes payable | 1,868 | 2,035 |
Accrued compensation | 10,985 | 5,755 |
Current obligation for noncontrolling owners’ interest in subsidiaries and joint ventures | ' | 196 |
Other current liabilities | 4,304 | 4,504 |
Total current liabilities | 127,739 | 105,799 |
Long-term liabilities: | ' | ' |
Long-term debt, net of current maturities | 36,810 | 8,331 |
Member’s interest subject to mandatory redemption and undistributed earnings | 22,837 | 23,989 |
Other long-term liabilities | 734 | 2,105 |
Total long-term liabilities | 60,381 | 34,425 |
Equity: | ' | ' |
Preferred stock, par value $0.01 per share; 1,000,000 shares authorized, none issued | ' | ' |
Common stock, par value $0.01 per share; 28,000,000 shares authorized, 18,802,879 and 16,657,754 shares issued | 188 | 167 |
Additional paid in capital | 205,534 | 190,926 |
Retained deficit | -64,846 | -62,317 |
Accumulated other comprehensive income (loss) | -73 | 117 |
Total Sterling common stockholders’ equity | 140,803 | 128,893 |
Noncontrolling interests | 6,145 | 3,901 |
Total equity | 146,948 | 132,794 |
Total liabilities and equity | $335,068 | $273,018 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred stock par value (in Dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 28,000,000 | ' |
Common stock, shares issued | 18,802,879 | 16,657,754 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues | $189,275 | $185,935 | $518,618 | $430,320 |
Cost of revenues | -180,919 | -177,576 | -489,894 | -437,211 |
Gross profit (loss) | 8,356 | 8,359 | 28,724 | -6,891 |
General and administrative expenses | -9,326 | -8,176 | -27,316 | -27,273 |
Other operating income (expense), net | -603 | 1,514 | -4 | 1,965 |
Operating income (loss) | -1,573 | 1,697 | 1,404 | -32,199 |
Gain (loss) on sale of securities | ' | -11 | ' | 472 |
Interest income | 113 | 335 | 644 | 871 |
Interest expense | -211 | -306 | -766 | -614 |
Income (loss) before income taxes and earnings attributable to noncontrolling interests | -1,671 | 1,715 | 1,282 | -31,470 |
Income tax (expense) benefit | -546 | 380 | -573 | 12,928 |
Net income (loss) | -2,217 | 2,095 | 709 | -18,542 |
Noncontrolling owners’ interests in earnings of subsidiaries and joint ventures | -1,718 | -2,284 | -3,238 | -3,250 |
Net loss attributable to Sterling common stockholders | ($3,935) | ($189) | ($2,529) | ($21,792) |
Net loss per share attributable to Sterling common stockholders: | ' | ' | ' | ' |
Basic (in Dollars per share) | ($0.21) | ($0.06) | ($0.14) | ($1.38) |
Diluted (in Dollars per share) | ($0.21) | ($0.06) | ($0.14) | ($1.38) |
Weighted average number of common shares outstanding used in computing per share amounts: | ' | ' | ' | ' |
Basic (in Shares) | 18,809,401 | 16,652,074 | 17,814,332 | 16,626,118 |
Diluted (in Shares) | 18,809,401 | 16,652,074 | 17,814,332 | 16,626,118 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) - (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Net loss attributable to Sterling common stockholders | ($2,529) | ($21,792) |
Net income attributable to noncontrolling owners’ interests included in equity | 3,238 | 1,563 |
Net income attributable to noncontrolling owners’ interests included in liabilities | ' | 1,687 |
Add /(deduct) other comprehensive income, net of tax: | ' | ' |
Realized gain from sale of available-for-sale securities | ' | -300 |
Change in unrealized holding loss on available-for-sale securities | ' | -588 |
Realized gain from settlement of derivatives | -15 | -30 |
Change in the effective portion of unrealized gain (loss) in fair market value of derivatives | -175 | 31 |
Comprehensive income (loss) | $519 | ($19,429) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Changes in Equity (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] | Total |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2013 | $167 | $190,926 | ($62,317) | $117 | $3,901 | $132,794 |
Balance (in Shares) at Dec. 31, 2013 | 16,658,000 | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | -2,529 | ' | 3,238 | 709 |
Other comprehensive loss | ' | ' | ' | -190 | ' | -190 |
Stock issued upon option exercises | ' | 12 | ' | ' | ' | 12 |
Stock issued upon option exercises (in Shares) | 4,000 | ' | ' | ' | ' | ' |
Issuance and amortization of restricted stock | ' | 592 | ' | ' | ' | 592 |
Issuance and amortization of restricted stock (in Shares) | 41,000 | ' | ' | ' | ' | ' |
Distribution to owners | ' | ' | ' | ' | -994 | -994 |
Stock issued in equity offering, net of expenses | 21 | 14,057 | ' | ' | ' | 14,078 |
Stock issued in equity offering, net of expenses (in Shares) | 2,100,000 | ' | ' | ' | ' | 69,457 |
Other | ' | -53 | ' | ' | ' | -53 |
Balance at Sep. 30, 2014 | $188 | $205,534 | ($64,846) | ($73) | $6,145 | $146,948 |
Balance (in Shares) at Sep. 30, 2014 | 18,803,000 | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Net loss attributable to Sterling common stockholders | ($2,529,000) | ($21,792,000) |
Plus: Noncontrolling owners’ interests in earnings of subsidiaries and joint ventures | 3,238,000 | 3,250,000 |
Net income (loss) | 709,000 | -18,542,000 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 13,809,000 | 14,020,000 |
Gain on disposal of property and equipment | -905,000 | -765,000 |
Deferred tax benefit | 0 | -10,174,000 |
Stock-based compensation expense | 592,000 | 739,000 |
Gain on sale of securities | ' | -472,000 |
Tax impact from exercise of stock options | ' | 17,000 |
Changes in operating assets and liabilities: | ' | ' |
Contracts receivable | -28,057,000 | -19,848,000 |
Costs and estimated earnings in excess of billings on uncompleted contracts | -20,061,000 | -10,889,000 |
Receivables from and equity in construction joint ventures | -4,503,000 | -1,255,000 |
Income tax receivable | 650,000 | -2,714,000 |
Inventories, deposits and other current assets | 1,759,000 | -9,292,000 |
Accounts payable | 19,497,000 | 31,314,000 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -3,055,000 | 12,152,000 |
Accrued compensation and other liabilities | 6,599,000 | 3,871,000 |
Member’s interest subject to mandatory redemption and undistributed earnings | -1,152,000 | ' |
Net cash used in operating activities | -14,118,000 | -11,838,000 |
Cash flows from investing activities: | ' | ' |
Additions to property and equipment | -14,404,000 | -11,333,000 |
Proceeds from sales of property and equipment | 4,874,000 | 4,517,000 |
Purchases of short-term securities, available-for-sale | ' | -1,638,000 |
Sales of short-term securities, available-for-sale | ' | 28,929,000 |
Net cash provided by (used in) investing activities | -9,530,000 | 20,475,000 |
Cash flows from financing activities: | ' | ' |
Cumulative daily drawdowns – Credit Facility | 237,577,000 | 152,798,000 |
Cumulative daily repayments – Credit Facility | -211,242,000 | -156,376,000 |
Distributions to noncontrolling interest owners | -1,190,000 | -3,244,000 |
Net proceeds from stock issued | 14,078,000 | ' |
Tax impact from exercise of stock options | ' | -17,000 |
Other | -447,000 | 74,000 |
Net cash provided by (used in) in financing activities | 38,776,000 | -6,765,000 |
Net increase in cash and cash equivalents | 15,128,000 | 1,872,000 |
Cash and cash equivalents at beginning of period | 1,872,000 | 3,142,000 |
Cash and cash equivalents at end of period | 17,000,000 | 5,014,000 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid during the period for interest | 760,000 | 540,000 |
Cash paid during the period for income taxes | 28,000 | 170,000 |
Non-cash items: | ' | ' |
Revaluation of noncontrolling interest obligations, net of tax | ' | ($1,100,000) |
Note_1_Summary_of_Business_and
Note 1 - Summary of Business and Significant Accounting Policies | 9 Months Ended | ||
Sep. 30, 2014 | |||
Disclosure Text Block [Abstract] | ' | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | ||
1. | Summary of Business and Significant Accounting Policies | ||
Basis of Presentation | |||
Sterling Construction Company, Inc. (“Sterling” or “the Company”), a Delaware corporation, is a leading heavy civil construction company that specializes in the building and reconstruction of transportation and water infrastructure projects in Texas, Utah, Nevada, Arizona, California, Hawaii and other states in which there are construction opportunities. The Company’s transportation infrastructure projects include highways, roads, bridges and light rail, and the Company’s water infrastructure projects include water, wastewater and storm drainage systems. | |||
The accompanying condensed consolidated financial statements include the accounts of subsidiaries and construction joint ventures in which the Company has a greater than 50% ownership interest or otherwise controls such entities, and all significant intercompany accounts and transactions have been eliminated in consolidation. For all periods presented, the Company had no subsidiaries where its ownership interests were less than 50%. | |||
Under accounting principles generally accepted in the United States (“GAAP”), the Company must determine whether each entity, including joint ventures in which it participates, is a variable interest entity. This determination focuses on identifying which owner or joint venture partner, if any, has the power to direct the activities of the entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity disproportionate to its interest in the entity, which could have the effect of requiring the Company to consolidate the entity in which we have a non-majority variable interest. | |||
The Company determined that Myers & Sons Construction, L.P., a Company in which we have a 50% limited partner interest (“Myers”), is a variable interest entity. As discussed further in Note 3 of the Notes to Consolidated Financial Statements included in the annual report on Form 10-K for the year ended December 31, 2013 (“2013 Form 10-K”), the Company determined that it exercises primary control over activities of the partnership and it is exposed to more than 50% of potential losses from the partnership. Therefore, the Company consolidates this partnership in the condensed consolidated financial statements and includes the other partners’ interests in the equity and net income of the partnership in the balance sheet line item “Noncontrolling interests” in “Equity” and the condensed statement of operations line item “Noncontrolling owners’ interests in earnings of subsidiaries and joint ventures,” respectively. | |||
Where the Company is a noncontrolling joint venture partner, its share of the operations of such construction joint venture is accounted for on a pro rata basis in the condensed consolidated statements of operations and as a single line item (“Receivables from and equity in construction joint ventures”) in the condensed consolidated balance sheets. Refer to Note 3 for further information regarding the Company’s construction joint ventures, including those where the Company does not have a controlling ownership interest. | |||
The condensed consolidated financial statements included herein have been prepared by Sterling, without audit, in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the 2013 Form 10-K. Certain information and note disclosures prepared in accordance with GAAP have been either condensed or omitted pursuant to SEC rules and regulations. The condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly the Company’s financial position at September 30, 2014 and the results of operations and cash flows for the periods presented. The December 31, 2013 condensed consolidated balance sheet data was derived from audited financial statements, but as discussed above, does not include all disclosures required by GAAP. Interim results may be subject to significant seasonal variations, and the results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year or subsequent quarters. | |||
Significant Accounting Policies | |||
The Company’s significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements in the 2013 Form 10-K. These accounting policies include, but are not limited to, those related to: | |||
● | contracts receivable, including retainage | ||
● | revenue recognition | ||
● | valuation of property and equipment, goodwill and other long-lived assets | ||
● | construction joint ventures | ||
● | income taxes | ||
● | segment reporting | ||
There have been no material changes to significant accounting policies since December 31, 2013. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Certain of the Company’s accounting policies require higher degrees of judgment than others in their application. These include the recognition of revenue and earnings from construction contracts under the percentage-of-completion method, the valuation of long-term assets (including goodwill), and income taxes. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual amounts could differ from those estimates. | |||
Construction Revenue Recognition | |||
The Company is a general contractor which engages in various types of heavy civil construction projects principally for public (government) owners. Credit risk is minimal with public owners since the Company ascertains that funds have been appropriated by the governmental project owner prior to commencing work on such projects. While most public contracts are subject to termination at the election of the government entity, in the event of termination, the Company is entitled to receive the contract price for completed work and reimbursement of termination-related costs. Credit risk with private owners is minimized because of statutory mechanics liens, which give the Company high priority in the event of lien foreclosures following financial difficulties of private owners. | |||
Revenues are recognized on the percentage-of-completion method, measured by the ratio of costs incurred up to a given date to estimated total costs for each contract. The Company’s contracts generally take 12 to 36 months to complete. | |||
Contract costs include all direct material, labor, subcontract and other costs and those indirect costs related to contract performance, such as indirect salaries and wages, equipment repairs and depreciation, insurance and payroll taxes. Administrative and general expenses are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements may result in revisions to estimated costs, costs and income and are recognized in the period in which the revisions are determined. Changes in estimated revenues and gross margin during the three and nine months ended September 30, 2014 resulted in a net loss of $4.5 million and a net gain of $0.4 million, respectively, included in the operating results, or a loss of $0.24 and a gain of $0.02, respectively, per diluted share attributable to Sterling common stockholders. | |||
Financial Instruments | |||
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The Company’s financial instruments are cash and cash equivalents, short-term investments, short-term and long-term contracts receivable, derivatives, accounts payable, mortgage and notes payable, a credit facility with Comerica Bank (“Credit Facility”), the buy/sell agreement related to certain noncontrolling owners’ interests in subsidiaries which was converted to a mandatorily redeemable long-term liability on December 30, 2013 and an earn-out liability related to the acquisition of J. Banicki Construction, Inc. (“JBC”). | |||
The recorded values of cash and cash equivalents, short-term investments, short-term contracts receivable and accounts payable approximate their fair values based on their short-term nature. The Company currently has one long-term contract receivable which is discounted at 4.25% and recorded at fair value. Interest earned related to the long-term contract receivable was $0.1 and $0.3 million for the three and nine months ended September 30, 2014, respectively. We consider the credit quality of the borrower to assess the appropriate discount rate to apply and continuously monitor the borrower’s credit quality. | |||
The recorded value of the Credit Facility debt approximates its fair value, as interest approximates market rates. Refer to Note 5 regarding the fair value of derivatives and Note 9 regarding the fair value of the earn-out liability, the change to the mandatorily redeemable long-term liability and the change in noncontrolling owners’ interests in subsidiaries. The Company had one mortgage outstanding at September 30, 2014 and December 31, 2013 with a remaining balance of $0.1 million and $0.2 million, respectively, for the periods. The mortgage was accruing interest at 3.50% at both September 30, 2014 and December 31, 2013 and contains pre-payment penalties. At September 30, 2014 and December 31, 2013, the fair value of the mortgage approximated book value. The Company also has long-term notes payable of $2.6 million related to machinery and equipment purchased which have payment terms ranging from 3 to 5 years and associated interest rates ranging from 3.12% to 6.29%. The fair value of the notes payable approximates their book value. The Company does not have any off-balance sheet financial instruments other than operating leases (refer to Note 14 of the Notes to Consolidated Financial Statements in the 2013 Form 10-K). | |||
In order to assess the fair value of the Company’s financial instruments, the Company uses the fair value hierarchy established by GAAP which prioritizes the inputs used in valuation techniques into the following three levels: | |||
Level 1 Inputs – Based upon quoted prices for identical assets in active markets that the Company has the ability to access at the measurement date. | |||
Level 2 Inputs – Based upon quoted prices (other than Level 1) in active markets for similar assets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset such as interest rates, yield curves, volatilities and default rates and inputs that are derived principally from or corroborated by observable market data. | |||
Level 3 Inputs – Based on unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset based on the best information available. | |||
For each financial instrument, the Company uses the highest priority level input that is available in order to appropriately value that particular instrument. In certain instances, Level 1 inputs are not available and the Company must use Level 2 or Level 3 inputs. In these cases, the Company provides a description of the valuation techniques used and the inputs used in the fair value measurement. | |||
Recent Accounting Pronouncements | |||
In August 2014, the Financial Accounting Standards Board issued ASU 2014-14, “Presentation of Financial Statement – Going Concern.” The guidance, which is effective for annual reporting periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and to provide related footnote disclosures. Early adoption is permitted. Although early adoption is permitted, the Company expects to adopt this guidance as required and does not expect a material impact to our financial statements. | |||
In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, “Revenue from Contracts with Customers.” The guidance, which is effective for annual reporting periods beginning after December 15, 2016, defines the steps to recognize revenue for entities that have contracts with customers. Early adoption is not permitted. The Company has not determined the effect of this new guidance. | |||
Note_2_Cash_and_Cash_Equivalen
Note 2 - Cash and Cash Equivalents and Short-term Investments | 9 Months Ended | |
Sep. 30, 2014 | ||
Disclosure Text Block Supplement [Abstract] | ' | |
Cash, Cash Equivalents, and Short-term Investments [Text Block] | ' | |
2. | Cash and Cash Equivalents and Short-term Investments | |
The Company considers all highly liquid investments with original or remaining maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents include cash balances held by our wholly-owned subsidiaries as well as the Company’s variable interest entity (VIE). Refer to Note 11 for more information regarding the Company’s consolidated VIE. | ||
At September 30, 2014 and December 31, 2013, the Company had no short-term investments. | ||
At September 30, 2013, gains and losses realized on short-term investment securities were included in “Gain on sale of securities” in the accompanying condensed consolidated statements of operations. Unrealized gains (losses) on short-term investments were included in accumulated other comprehensive income in stockholders’ equity, net of tax, as the gains and losses were considered temporary. For the three and nine months ended September 30, 2013, total proceeds from sales of short-term investments were $0.3 million and $28.9 million, respectively, with no gross realized gains and $0.5 million gross realized gains for the three and nine month period, respectively. There were immaterial gross realized losses during both periods. Accumulated other comprehensive income (loss) at September 30, 2013 included unrealized losses on short-term investments of $0.3 million less the associated tax benefit of less than $0.1 million. | ||
Upon the sale of short-term investments, the cost basis used to determine the gain or loss is based on the specific security sold. All items included in accumulated other comprehensive income are at the corporate level, and no portion is attributable to noncontrolling interests. | ||
The Company earned interest income of $0.2 million and $0.7 million for the three and nine months ended September 30, 2013, respectively, on its cash, cash equivalents and short-term investments. These amounts were included in interest income in the Company’s condensed consolidated statement of operations. | ||
Note_3_Construction_Joint_Vent
Note 3 - Construction Joint Ventures | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||||||
Equity Method Investments and Joint Ventures Disclosure [Text Block] | ' | ||||||||||||||||
3. | Construction Joint Ventures | ||||||||||||||||
The Company participates in various construction joint venture partnerships. Generally, each construction joint venture is formed to construct a specific project and is jointly controlled by the joint venture partners. Refer to Note 6 of the Notes to Consolidated Financial Statements in the 2013 Form 10-K for further information about our joint ventures. Condensed combined financial amounts of joint ventures in which the Company has a noncontrolling interest and the Company’s share of such amounts which are included in the Company’s condensed consolidated financial statements are shown below (amounts in thousands): | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total combined: | |||||||||||||||||
Current assets | $ | 30,360 | $ | 51,329 | |||||||||||||
Less current liabilities | (50,834 | ) | (64,531 | ) | |||||||||||||
Net assets | $ | (20,474 | ) | $ | (13,202 | ) | |||||||||||
Backlog | $ | 60,999 | $ | 101,014 | |||||||||||||
Sterling’s noncontrolling interest in backlog | $ | 17,679 | $ | 30,652 | |||||||||||||
Sterling’s receivables from and equity in construction joint ventures | $ | 10,621 | $ | 6,118 | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total combined: | |||||||||||||||||
Revenues | $ | 7,734 | $ | 39,085 | $ | 44,959 | $ | 97,961 | |||||||||
Income (loss) before tax | 922 | (175 | ) | 3,047 | (8,578 | ) | |||||||||||
Sterling’s proportionate share: | |||||||||||||||||
Revenues | $ | 2,747 | $ | 16,447 | $ | 18,371 | $ | 39,842 | |||||||||
Income (loss) before tax | 453 | (23 | ) | 1,885 | (4,116 | ) | |||||||||||
Approximately $18 million of the Company’s backlog at September 30, 2014 was attributable to projects performed by joint ventures. The majority of this amount is attributable to the Company’s joint venture with Shimmick Construction Company, where the Company has a 30% interest. | |||||||||||||||||
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
4. | Property and Equipment | ||||||||
Property and equipment are summarized as follows (amounts in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Construction equipment | $ | 130,412 | $ | 127,199 | |||||
Transportation equipment | 18,461 | 19,132 | |||||||
Buildings | 10,512 | 10,512 | |||||||
Office equipment | 2,780 | 2,025 | |||||||
Leasehold improvement | 867 | 816 | |||||||
Construction in progress | 424 | - | |||||||
Land | 5,517 | 5,309 | |||||||
Water rights | 200 | 200 | |||||||
169,173 | 165,193 | ||||||||
Less accumulated depreciation | (78,720 | ) | (71,510 | ) | |||||
$ | 90,453 | $ | 93,683 | ||||||
Note_5_Derivative_Financial_In
Note 5 - Derivative Financial Instruments | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||||||
5. | Derivative Financial Instruments | ||||||||
The Company enters into various fixed rate commodity swap contracts in an effort to manage its exposure to price volatility of diesel fuel. Historically, fuel prices have been volatile because of supply and demand factors, worldwide political factors and general economic conditions. The objective of the Company in executing the hedge is to mitigate the fuel price volatility that could adversely affect forecasted cash flows and earnings related to construction contracts. Swaps are designed so that the Company receives or makes payments based on a differential between fixed and variable prices for off-road ultra-low sulfur diesel (“ULSD”). The Company has designated its commodity derivative contracts as cash flow hedges designed to achieve more predictable cash flows, as well as to reduce its exposure to price volatility. While the use of derivative instruments limits the downside risk of adverse price movements, they also limit future benefits from reductions in costs as a result of favorable market price movements. | |||||||||
All of the Company’s outstanding derivative financial instruments are recognized on the balance sheet at their fair values. The Company has a master netting arrangement with the counterparty; however, the gross amounts are recorded on the balance sheet. All changes in the fair value of outstanding derivatives, except any ineffective portion, are included in accumulated other comprehensive income until earnings are impacted by the hedged transaction. Amounts in accumulated other comprehensive income are reclassified to earnings when the related hedged items affect earnings or the anticipated transactions are no longer probable. All items included in accumulated other comprehensive income are at the corporate level, and no portion is attributable to noncontrolling interests. | |||||||||
At September 30, 2014, accumulated other comprehensive income included unrecognized losses of $73,000, representing the unrealized change in fair value of the effective portion of the Company’s commodity contracts, designated as cash flow hedges, as of the balance sheet date. For the nine months ended September 30, 2014, the Company recognized a pre-tax net realized cash settlement gain on commodity contracts of $15,000. | |||||||||
At September 30, 2014, the Company had hedged its exposure to the variability in future cash flows from forecasted diesel fuel purchases totaling 0.3 million gallons. The swap monthly volumes hedged range from 10,000 gallons to 50,000 gallons over the period from October 2014 to August 2015 at fixed prices per gallon ranging from $2.75 to $2.88. | |||||||||
The derivative instruments are included on the condensed consolidated balance sheet at fair value as follows (amounts in thousands): | |||||||||
Balance Sheet Location | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Derivative assets: | |||||||||
Other current assets | $ | - | $ | 109 | |||||
Other assets, net | - | 8 | |||||||
$ | - | $ | 117 | ||||||
Derivative liabilities: | |||||||||
Other current liabilities | $ | 73 | $ | - | |||||
Other long-term liabilities | - | - | |||||||
$ | 73 | $ | - | ||||||
The following table summarizes the effects of commodity derivative instruments on the condensed consolidated statements of operations and comprehensive income for the nine months ended September 30, 2014 and 2013 (amounts in thousands): | |||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Increase (decrease) in fair value of derivatives included in other comprehensive income - effective portion | $ | (190 | ) | $ | 1 | ||||
Realized gain included in cost of revenues - effective portion | 15 | 47 | |||||||
Increase (decrease) in fair value of derivatives included in cost of revenues - ineffective portion | - | - | |||||||
The Company’s derivative instruments contain certain credit-risk-related contingent features which apply both to the Company and to the counterparties. The counterparty to the Company’s derivative contracts is a high credit quality financial institution. | |||||||||
Fair Value | |||||||||
The Company’s swaps are valued based on a discounted future cash flow model. The primary input for the model is the forecasted prices for ULSD. The Company’s model is validated by the counterparty’s mark-to-market statements. The swaps are designated as Level 2 within the valuation hierarchy. Refer to Note 1 for a description of the inputs used to value the information shown above. | |||||||||
At September 30, 2014 and December 31, 2013, the Company did not have any derivative assets or liabilities measured at fair value on a recurring basis that meet the definition of Level 1 or Level 3. | |||||||||
Note_6_Changes_in_Accumulated_
Note 6 - Changes in Accumulated Other Comprehensive Income (Loss) by Component | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Disclosure Text Block [Abstract] | ' | |||||||||||||||||
Comprehensive Income (Loss) Note [Text Block] | ' | |||||||||||||||||
6. | Changes in Accumulated Other Comprehensive Income (loss) by Component | |||||||||||||||||
The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, which is included as a component of stockholders’ equity, are as follows (amounts in thousands): | ||||||||||||||||||
Nine Months | ||||||||||||||||||
Ended | ||||||||||||||||||
September 30, | ||||||||||||||||||
2014 (*) | ||||||||||||||||||
Unrealized | ||||||||||||||||||
Gain and Loss | ||||||||||||||||||
on Cash Flow | ||||||||||||||||||
Hedges | ||||||||||||||||||
Beginning Balance | $ | 117 | ||||||||||||||||
Other comprehensive loss before reclassification | (175 | ) | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (15 | ) | ||||||||||||||||
Net current-period other comprehensive loss | (190 | ) | ||||||||||||||||
Ending Balance | $ | (73 | ) | |||||||||||||||
(*) Amounts in parentheses represent reductions to accumulated other comprehensive income (loss). | ||||||||||||||||||
The significant amounts reclassified out of each component of accumulated other comprehensive income (loss) are as follows (amounts in thousands): | ||||||||||||||||||
Amount Reclassified From Accumulated | ||||||||||||||||||
Other Comprehensive Income (loss) (*) | ||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
Details About Accumulated Other Comprehensive Income (loss) Components | 2014 | 2013 | 2014 | 2013 | Statement of | |||||||||||||
Operations | ||||||||||||||||||
Classification | ||||||||||||||||||
Realized gains (losses) on available-for sale securities | $ | - | $ | (11 | ) | $ | - | $ | 472 | Gain on sale of securities | ||||||||
Less: Income tax (expense) benefit | - | 4 | - | (172 | ) | Income tax | ||||||||||||
(expense) benefit | ||||||||||||||||||
Total reclassification related to available-for-sale securities | $ | - | $ | (7 | ) | $ | - | $ | 300 | Net income (loss) | ||||||||
Realized gains and (losses) on cash flow hedges | $ | (14 | ) | $ | 44 | $ | 15 | $ | 47 | Cost of revenues | ||||||||
Less: Income tax expense | - | (16 | ) | - | (17 | ) | Income tax | |||||||||||
(expense) benefit | ||||||||||||||||||
Total reclassification related to cash flow hedges | $ | (14 | ) | $ | 28 | $ | 15 | $ | 30 | Net income (loss) | ||||||||
(*) Amounts in parentheses represent reductions to earnings in the statement of operations. | ||||||||||||||||||
Note_7_Income_Taxes
Note 7 - Income Taxes | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||||||||||
7. | Income Taxes | ||||||||||||||||
The Company and its subsidiaries file U.S. federal and various U.S. state income tax returns. Current income tax expense or benefit represents federal and state taxes based on tax paid or expected to be payable or receivable for the periods shown in the condensed consolidated statement of operations. The income tax expense (benefit) in the accompanying condensed consolidated financial statements consists of the following (amounts in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Current tax expense (benefit) | $ | 546 | $ | 513 | $ | 573 | $ | (2,754 | ) | ||||||||
Deferred tax benefit | - | (893 | ) | - | (10,174 | ) | |||||||||||
Total tax expense (benefit) | $ | 546 | $ | (380 | ) | $ | 573 | $ | (12,928 | ) | |||||||
The Company is not expecting a federal current tax liability for 2014. The Company does expect a state tax liability for 2014. Therefore, a current tax expense has been recorded for those states for the three and nine months ended September 30, 2014. Additionally, the Company has recorded a current tax expense for the reduction of its net tax receivable. | |||||||||||||||||
The Company’s deferred tax expense or benefit reflects the change in deferred tax assets or liabilities. The Company performs an analysis at the end of each reporting period to determine whether it is more likely than not the deferred tax asset is expected to be realized in future years. Based upon this analysis, a valuation allowance has been applied to our net deferred tax assets as of September 30, 2014 and December 31, 2013. Therefore, there has been no change in net deferred taxes for the three and nine months ended September 30, 2014. | |||||||||||||||||
The deferred tax benefit in the three and nine months ended September 30, 2013 reflects, among other temporary timing differences, the impact of the current quarter job charges from revisions to estimated profitability on construction projects which resulted in a net operating loss. | |||||||||||||||||
On September 13, 2013, the U.S. Treasury Department and the I.R.S. issued the final regulations that address costs incurred in acquiring, producing, or improving tangible property (the “tangible property regulations”). The tangible property regulations are generally effective for tax years beginning on or after January 1, 2014. The Company intends to adopt the tax treatment of expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property for tax years on or after January 1, 2014. The tangible property regulations may require the Company to make additional tax accounting method changes for tax years beginning on or after January 1, 2014; however, management does not anticipate the impact of these changes to be material to the Company’s consolidated financial position, its results of operations, or both. | |||||||||||||||||
The income tax expense (benefit) differs from the amounts using the statutory federal income tax rate of 35% for the following reasons (amounts in thousands, except for percentages): | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Amount | % | Amount | % | ||||||||||||||
Tax expense (benefit) at the U.S. federal statutory rate | $ | 449 | 35 | % | $ | (11,014 | ) | 35 | % | ||||||||
State franchise and income tax based on income, net of refunds and federal benefits | (53 | ) | (4.1 | ) | (625 | ) | 2 | ||||||||||
Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling ownership interests | (1,906 | ) | (148.8 | ) | (1,187 | ) | 3.8 | ||||||||||
Valuation allowance | 1,529 | 119.4 | - | - | |||||||||||||
Reduction of tax receivable | 524 | 40.9 | - | - | |||||||||||||
Non-taxable interest income | - | - | (231 | ) | 0.7 | ||||||||||||
Other permanent differences | 30 | 2.4 | 129 | (0.4 | ) | ||||||||||||
Income tax expense (benefit) | $ | 573 | 44.7 | % | $ | (12,928 | ) | 41.1 | % | ||||||||
As a result of the Company’s analysis, management has determined that the Company does not have any material, uncertain tax positions. | |||||||||||||||||
Note_8_Contingencies_Related_t
Note 8 - Contingencies Related to Litigation and Guarantees | 9 Months Ended | |
Sep. 30, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies Disclosure [Text Block] | ' | |
8. | Contingencies Related to Litigation | |
The Company is the subject of certain claims and lawsuits occurring in the normal course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions will have a material impact on the financial statements of the Company. | ||
The Company typically indemnifies contract owners for claims arising during the construction process and carries insurance coverage for such claims, which in the past have not been material. | ||
The Company’s Certificate of Incorporation provides for indemnification of its officers and directors. The Company has a directors and officers liability insurance policy that limits their exposure to litigation against them in their capacities as such. | ||
Note_9_Acquisitions_and_Subsid
Note 9 - Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners' Interests | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Noncontrolling Interest [Abstract] | ' | ||||||||
Noncontrolling Interest Disclosure [Text Block] | ' | ||||||||
9. | Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners’ Interests | ||||||||
In January 2012, Road and Highway Builders, LLC (“RHB”), a wholly-owned subsidiary, assumed six construction contracts with $25.0 million of unearned revenues from Aggregate Industries – SWR, Inc. (“AI”), an unrelated third party. In addition, Aggregate South West Holdings, LLC (“ASWH”) and RHB Properties, LLC (“RHBP”), newly formed entities owned by Richard Buenting, the President and Chief Executive Officer of RHB, acquired construction related machinery and equipment and land with quarries from AI. AI entered into a two-year non-compete agreement with respect to Utah, Idaho and Montana as well as certain areas of Nevada. On April 27, 2012, RHB merged with ASWH and acquired RHBP. In exchange, RHB granted Mr. Buenting a 50% membership interest in RHB. These transactions allowed RHB to expand its operations in Nevada. | |||||||||
On February 1, 2012, the Company also agreed with Mr. Buenting to amend and restate the operating and management agreement for RHB. The amended agreement provides that the Company is the Manager of RHB and retains full, exclusive and complete power, authority and discretion to manage, supervise, operate and control RHB; therefore, the Company consolidates RHB with its other subsidiaries. Under the amendments, the Company will provide RHB with access to a $5 million line of credit. The Company also entered into a buy/sell and management agreement with Mr. Buenting. Under this agreement, the Company or Mr. Buenting may annually elect to make offers to buy the other owner’s 50% interest in RHB and sell their 50% interest in RHB at a price which they specify. Upon receipt of the offers, the other owner must elect either to sell their interest or purchase the interest from the owner making the offers. The agreement also requires that the Company acquire Mr. Buenting’s interest in the event of his termination without cause, death, or disability. To the extent that the redemption value under the buy/sell and management agreement exceeds the initial valuation of Mr. Buenting’s noncontrolling interest, the Company records a charge to retained earnings, or in the absence of retained earnings, additional paid-in capital (“APIC”). Any related benefit as a result of a lower valuation of Mr. Buenting’s noncontrolling interest compared to previous valuations will be offset to retained earnings up to the amounts previously charged to retained earnings. The calculation used in the buy/sell and management agreement is the higher of the trailing twelve months of earnings before interest, taxes and depreciation and amortization (“EBITDA”) times a multiple of 4.5 or the orderly liquidation value of RHB. The valuation of the orderly liquidation value is classified as a Level 2 fair value measurement. These values have been updated based on recent sales and dispositions of assets and liabilities to obtain a current estimate of the orderly liquidation value at September 30, 2013. Based on the Company’s calculation, the trailing twelve months EBITDA times the multiple of 4.5 provided the higher result of the two methods. As such, a pre-tax charge of $1.2 million, $0.8 million net of tax, was recorded for the periodic revaluation of Mr. Buenting’s noncontrolling interest during the three months ended September 30, 2013. The total charge resulted in a net pre-tax charge of $1.9 million, $1.2 million net of tax, for the nine months ended September 30, 2013. | |||||||||
On December 30, 2013, the Company and Mr. Buenting revised the Second Amended and Restated Operating Agreement entered into on April 27, 2012 and their Management Agreement entered into on February 1, 2012. The Third Amended and Restated Operating Agreement and the amended Management Agreement eliminated the buy/sell option and instead included the obligation for the Company to purchase Mr. Buenting’s interest upon his death or permanent disability for $20 million or $18 million, respectively. In the event of Mr. Buenting’s death or permanent disability, his estate representative, trustee or designee will become the selling representative and sell his 50% interest to the Company. In order to fund the purchase of Mr. Buenting’s interest, the Company has purchased term life insurance with a payout of $20 million in the event of Mr. Buenting’s death. The Company will be the beneficiary and will also pay the premiums related to this life insurance contract. The life insurance proceeds of $20 million will be used as full payment for Mr. Buenting’s interest in the occurrence of his death. In the event of Mr. Buenting’s permanent disability, the $18 million payment will be made by using the Company’s available cash on hand, and/or to the extent necessary, the Company’s line of credit. No other transfer of a member’s interest is permitted other than to the selling representative in the event of Mr. Buenting’s death or permanent disability. In the event that Mr. Buenting resigns or is terminated without cause (i.e., termination other than through permanent disability or death), RHB will be dissolved unless both members agree otherwise. The amended agreements were entered into in order to eliminate the earnings-per-share volatility caused by the buy/sell option. | |||||||||
Because the amended agreements result in an obligation to acquire Mr. Buenting’s 50% member’s interest that the Company is certain to incur, either through Mr. Buenting’s permanent disability or death, the Company has classified the noncontrolling interest as mandatorily redeemable and has recorded a liability in “Member’s interest subject to mandatory redemption and undistributed earnings” on the condensed consolidated balance sheet. The liability consists of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Member’s interest subject to mandatory redemption | $ | 20,000 | $ | 20,000 | |||||
Undistributed earnings attributable to this interest | 6,037 | 3,989 | |||||||
Earnings distributed | (3,200 | ) | - | ||||||
Total liability | $ | 22,837 | $ | 23,989 | |||||
Undistributed earnings increased by $0.5 million and $2.0 million for the three and nine months ended September 30, 2014, respectively, and were included in “Other operating income (expense), net” on the Company’s condensed consolidated statement of operations. Distributions for the three and nine months ended September 30, 2014 were $2.0 million and $3.2 million, respectively. | |||||||||
On June 20, 2014, the Company sold to Mr. Buenting a 50% interest in RHB Inc. RHB Inc. is currently an ancillary company that provides certain services for RHB LLC. RHB Inc. is run as a cost center with a financial goal to break-even, and has an immaterial amount of assets. The purchase price and the accounting effects of the total transaction were immaterial to the Company. | |||||||||
In connection with the August 1, 2011, acquisition of J. Banicki Construction, Inc. (“JBC”) by Ralph L. Wadsworth Construction Company, LLC (“RLW”), RLW agreed to additional purchase price payments of up to $5 million to be paid over a five-year period. The additional purchase price is in the form of an earn-out which is classified as a Level 3 fair value measurement. In making this valuation, the unobservable input consisted of forecasted EBITDA for the periods after the period being reported on through July 31, 2016. The additional purchase price is calculated generally as 50% of the amount by which EBITDA exceeds $2.0 million for each of the calendar years 2011 through 2015 and exceeds $1.2 million for the seven months ended July 31, 2016. | |||||||||
On January 23, 2014, RLW, the former owner of JBC and the Company agreed to amend the above-mentioned earn-out agreement in order to reduce the Company’s currently recorded liability while providing the former owner, who at the time was the chief executive officer of JBC, a greater incentive to meet earnings benchmarks. The amendment resulted in a reduction of $0.6 million in the Company’s earn-out liability, thereby reducing the total earn-out liability to $1.4 million on December 31, 2013. As part of the amendment, a payment of $0.8 million was made during the first quarter of 2014. The amendment increases the total available earn-out from $5.0 million to $10.0 million if certain EBITDA benchmarks are met. The amendment extends the earn-out period through December 31, 2017 and reduces the benchmark EBITDA for 2014 and 2015 to $1.5 million and increases it to $2.0 million in 2016 and 2017. This earn-out liability continues to be classified as a Level 3 fair value measurement and the unobservable inputs continue to be the forecasted EBITDA for the periods after the period being reported on through December 31, 2017. The yearly excess forecasted EBITDA in our calculation at September 30, 2014 ranged from 0% to 22% of the minimum EBITDA benchmarks for the years 2014 through 2017. The discounted present value of the additional purchase price was estimated to be $0.3 million as of September 30, 2014 which included a revaluation benefit of $0.3 million that was included in interest income on the condensed consolidated statement of operations. The undiscounted earn-out liability at September 30, 2014 is estimated at $0.3 million and could increase by $9.0 million if EBITDA during the earn-out period increases $17.9 million or more, and could decrease by the full amount of the liability for the year if EBITDA does not exceed the minimum threshold for that year. Each year is considered a discrete earnings period, and future losses by JBC, if any, would not reduce the Company’s liability in years in which JBC has exceeded its earnings benchmark. Any significant increase or decrease in actual EBITDA compared to the forecasted amounts would result in a significantly higher or lower fair value measurement of the additional purchase price. This liability is included in other long-term liabilities on the accompanying condensed consolidated balance sheets. | |||||||||
Changes in Noncontrolling Interests | |||||||||
The following table summarizes the changes in the obligation for noncontrolling owners’ interests in subsidiaries and joint ventures (amounts in thousands): | |||||||||
Nine Months Ended | |||||||||
September 30, | |||||||||
2014 | 2013 | ||||||||
Balance, beginning of period | $ | 4,097 | $ | 20,046 | |||||
Net income attributable to noncontrolling interest included in liabilities | - | 1,687 | |||||||
Net income attributable to noncontrolling interest included in equity | 3,238 | 1,563 | |||||||
Change in fair value of RLW put/call | - | (59 | ) | ||||||
Change in fair value of RHB obligation | - | 1,875 | |||||||
Distributions to noncontrolling interest owners | (1,190 | ) | (2,735 | ) | |||||
RLW Put/Call Payout | - | (509 | ) | ||||||
Balance, end of period | $ | 6,145 | $ | 21,868 | |||||
The “noncontrolling owners’ interest in earnings of subsidiaries and joint ventures” for the nine months ended September 30, 2014, shown in the accompanying condensed consolidated statement of operations, was $3.2 million, which the Company includes in “Equity”, “Noncontrolling interests” in the accompanying condensed consolidated balance sheet. There were no distributions and distributions of $1.2 million to certain noncontrolling interest members during the three and nine months ended September 30, 2014, respectively. | |||||||||
Note_10_Stockholders_Equity
Note 10 - Stockholders' Equity | 9 Months Ended | |
Sep. 30, 2014 | ||
Stockholders' Equity Note [Abstract] | ' | |
Stockholders' Equity Note Disclosure [Text Block] | ' | |
10. | Stockholders’ Equity | |
Stock-Based Compensation Plan and Warrants | ||
The Company has a stock-based incentive plan which is administered by the Compensation Committee of the Board of Directors. Refer to Note 15 of the Notes to Consolidated Financial Statements included in the 2013 Form 10-K for further information. The Company recorded stock-based compensation expense of $0.2 million and $0.6 million for the three and nine months ended September 30, 2014, respectively, and $0.3 million and $0.7 million for the three and nine months ended September 30, 2013, respectively. | ||
In addition, the Company has shares outstanding that are subject to the completion of certain performance conditions. In order to recognize the compensation expense related to these shares, the Company must assess at each reporting period whether it is probable that the performance conditions will be met. These shares must also be re-valued at each reporting period until they vest. At September 30, 2014, the Company determined that it would not be probable that the performance conditions would be met for these shares and has not recorded any expense for the three and nine months ended September 30, 2014. | ||
The Company issued 600 and 69,457 shares of unvested common stock during the three and nine months ended September 30, 2014, respectively. Of this amount, 43,421 shares of unvested common stock were issued in May 2014 to the non-employee members of the Company’s Board of Directors in accordance with the Company’s standard compensation arrangements for non-employee directors. | ||
At September 30, 2014, total unrecognized compensation cost related to unvested common stock awards was $0.7 million. This cost is expected to be recognized over a weighted average period of 1.2 years. There was no unrecognized compensation expense related to stock options at September 30, 2014 and 2013. Proceeds received by the Company from the exercise of stock options for the three and nine months ended September 30, 2014 and 2013 were immaterial for both periods. No stock options were granted in the three or nine months ended September 30, 2014 or 2013. At September 30, 2014, there were 257,171 shares of common stock covered by outstanding unvested common stock. | ||
Stock Offering | ||
On April 29, 2014, an amended “shelf” registration statement filed by the Company with the SEC became effective. Under the amended shelf registration statement, the Company may offer from time to time any combination of securities described in the prospectus in one or more offerings up to a total of $80 million. The securities described in the prospectus include common and preferred stock, depository shares, debt securities, warrants entitling the holders to purchase one or more classes or series of these securities or units consisting of two or more of these issuances, classes or series of securities. Net proceeds from the sales of the offered securities may be used for working capital needs, capital expenditures and other expenditures related to general corporate purposes, including future acquisitions. | ||
On May 6, 2014, the Company closed a public offering with D.A. Davidson & Co. as sole underwriter (the “Underwriter”), pursuant to which the Underwriter purchased from the Company 2,100,000 shares of the Company’s common stock at a price of $6.90 per share. The net proceeds of $14.1 million from the offering, after deducting underwriting discounts and offering expenses, was used to repay a portion of the indebtedness outstanding under our $40 million revolving credit facility in accordance with the Fifth Amendment mentioned in Note 13. | ||
Note_11_Variable_Interest_Enti
Note 11 - Variable Interest Entities | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Variable Interest Entity Disclosure [Text Block] | ' | ||||||||||||||||
11. | Variable Interest Entities | ||||||||||||||||
The Company owns a 50% interest in Myers of which it is the primary beneficiary and has consolidated Myers into the Company’s financial statements. Because the Company exercises primary control over activities of the partnership and it is exposed to the majority of potential losses of the partnership, the Company has consolidated Myers within the Company’s financial statements since August 1, 2011, the date of acquisition. Refer to Note 3 of the Notes to Consolidated Financial Statements included in the 2013 Form 10-K for additional information on the acquisition of this limited partnership. | |||||||||||||||||
The condensed financial information of Myers which is reflected in the Company’s condensed consolidated balance sheets and statements of operations is as follows (amounts in thousands): | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Assets: | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 283 | $ | 566 | |||||||||||||
Contracts receivable, including retainage | 25,808 | 6,475 | |||||||||||||||
Other current assets | 3,865 | 7,964 | |||||||||||||||
Total current assets | 29,956 | 15,005 | |||||||||||||||
Property and equipment, net | 8,985 | 6,869 | |||||||||||||||
Other assets, net | - | 5 | |||||||||||||||
Goodwill | 1,501 | 1,501 | |||||||||||||||
Total assets | $ | 40,442 | $ | 23,380 | |||||||||||||
Liabilities: | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | 14,777 | $ | 8,361 | |||||||||||||
Other current liabilities | 13,061 | 7,080 | |||||||||||||||
Total current liabilities | 27,838 | 15,441 | |||||||||||||||
Long-term liabilities: | |||||||||||||||||
Other long-term liabilities | 38 | 137 | |||||||||||||||
Total liabilities | $ | 27,876 | $ | 15,578 | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues | $ | 40,159 | $ | 23,240 | $ | 101,953 | $ | 59,377 | |||||||||
Operating income | 3,461 | 1,772 | 6,760 | 3,130 | |||||||||||||
Net income attributable to Sterling common stockholders | 1,728 | 575 | 3,376 | 1,016 | |||||||||||||
Note_12_Net_Income_Loss_Per_Sh
Note 12 - Net Income (Loss) Per Share Attributable to Sterling Common Stockholders | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
12. | Net Loss per Share Attributable to Sterling Common Stockholders | ||||||||||||||||
Basic net loss per share attributable to Sterling common stockholders is computed by dividing net loss attributable to Sterling common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share attributable to Sterling common stockholders is the same as basic net loss per share attributable to Sterling common stockholders but includes dilutive unvested common stock and stock options using the treasury stock method. The following table reconciles the numerators and denominators of the basic and diluted per common share computations for the net loss attributable to Sterling common stockholders (amounts in thousands, except per share data): | |||||||||||||||||
Three Months | Nine Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss attributable to Sterling common stockholders | $ | (3,935 | ) | $ | (189 | ) | $ | (2,529 | ) | $ | (21,792 | ) | |||||
Revaluation of the noncontrolling interest obligations reflected in retained earnings, net of tax | - | (766 | ) | - | (1,100 | ) | |||||||||||
$ | (3,935 | ) | $ | (955 | ) | $ | (2,529 | ) | $ | (22,892 | ) | ||||||
Denominator: | |||||||||||||||||
Weighted average common shares outstanding — basic | 18,809 | 16,652 | 17,814 | 16,626 | |||||||||||||
Shares for dilutive unvested common stock and stock options | - | - | - | - | |||||||||||||
Weighted average common shares outstanding and assumed conversions — diluted | 18,809 | 16,652 | 17,814 | 16,626 | |||||||||||||
Basic loss per share attributable to Sterling common stockholders | $ | (0.21 | ) | $ | (0.06 | ) | $ | (0.14 | ) | $ | (1.38 | ) | |||||
Diluted loss per share attributable to Sterling common stockholders | $ | (0.21 | ) | $ | (0.06 | ) | $ | (0.14 | ) | $ | (1.38 | ) | |||||
In accordance with the treasury stock method, 143,761 and 145,940 shares of unvested common stock and stock options were excluded from the diluted weighted average common shares outstanding for the three and nine months ended September 30, 2014, respectively, and 63,457 and 113,913 shares of unvested common stock and stock options were excluded for the three and nine months ended September 30, 2013, respectively, as the Company incurred a loss during these periods and the impact of such shares would have been antidilutive. | |||||||||||||||||
Note_13_Credit_Facility_and_Co
Note 13 - Credit Facility and Covenants Compliance | 9 Months Ended | ||
Sep. 30, 2014 | |||
Covenants And Events Of Default [Abstract] | ' | ||
Covenants And Events Of Default [Text Block] | ' | ||
13. | Credit Facility and Covenant Compliance | ||
The Company’s Credit Facility is subject to compliance with certain covenants, including financial covenants at quarter-end relating to leverage, tangible net worth and asset coverage. The Credit Facility also contains restrictions on the Company’s ability to: | |||
· | Make distributions or pay dividends; | ||
· | Incur liens and encumbrances; | ||
· | Incur further indebtedness; | ||
· | Guarantee obligations; | ||
· | Dispose of a material portion of assets or merge with a third party; | ||
· | Make acquisitions; and | ||
· | Make investments in securities. | ||
At the end of the fourth quarter of 2013, the Company was not in compliance with the minimum tangible net worth and the leverage ratio financial covenants. As a result, subsequent to year end, the Company obtained a Waiver and Fourth Amendment to Credit Agreement (the “Fourth Amendment”) with its lender which waived the noncompliance with the financial covenants as of December 31, 2013 and provided less restrictive covenant requirements. The Fourth Amendment also imposed liquidity thresholds that the Company is required to meet in 2014. The Company believes that it will be able to maintain compliance with all covenants required under the Fourth Amendment through at least the next twelve months. Refer to the discussion below regarding a revised amendment which eased our required liquidity thresholds. | |||
Among other things, the Fourth Amendment reduced the borrowings available to $40 million from the previously available $50 million and eliminated the option to increase the Credit Facility by an additional $50 million. The Fourth Amendment also modified the existing borrowing interest fee schedule and increased borrowing rates by 50 basis points to 4.75% effective December 31, 2013. In addition, if certain liquidity thresholds are not met in 2014 the interest rate may increase 200 basis points and continue to increase 100 basis points every quarter after 2015 until such thresholds are met. Furthermore, the Fourth Amendment requires the payment of a quarterly commitment fee of 0.75% per annum on unused availability. | |||
On April 29, 2014, the Company and its lender amended the Credit Facility (the “Fifth Amendment”) which removed a requirement that the Company raise $20 million of new equity capital by September 30, 2014, in addition to raising $10 million of other liquidity by June 30, 2014, provided that the Company raise $10 million of new equity capital by May 30, 2014. As discussed in Note 10, the Company raised $14.1 million and the cash was used to repay a portion of our outstanding indebtedness under the Credit Facility. The equity raise did not reduce the Company’s borrowing capacity. | |||
On September 5, 2014, the Company and its lender amended the Credit Facility (the “Sixth Amendment”) which accomplished the following: | |||
· | Removed the prohibition against acquisitions and amended the definition of Permitted Acquisition in the Credit Agreement to provide that the Company may, without the lender's consent, but subject to certain restrictions, acquire another entity or its assets for a price of up to $8 million payable in shares of the Company's common stock. | ||
· | Modified the Company’s Tangible Net Worth requirement. | ||
· | Eliminated the covenant which capped losses per quarter. | ||
· | Changed the monthly Covenant Compliance Reports to quarterly reports. | ||
The foregoing summary description of the Sixth Amendment is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, which has been filed with the SEC on Form 8-K. | |||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2014 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' | ' |
Use of Estimates, Policy [Policy Text Block] | ' | ' |
Use of Estimates | ||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Certain of the Company’s accounting policies require higher degrees of judgment than others in their application. These include the recognition of revenue and earnings from construction contracts under the percentage-of-completion method, the valuation of long-term assets (including goodwill), and income taxes. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual amounts could differ from those estimates. | ||
Revenue Recognition, Percentage-of-Completion Method [Policy Text Block] | ' | ' |
Construction Revenue Recognition | ||
The Company is a general contractor which engages in various types of heavy civil construction projects principally for public (government) owners. Credit risk is minimal with public owners since the Company ascertains that funds have been appropriated by the governmental project owner prior to commencing work on such projects. While most public contracts are subject to termination at the election of the government entity, in the event of termination, the Company is entitled to receive the contract price for completed work and reimbursement of termination-related costs. Credit risk with private owners is minimized because of statutory mechanics liens, which give the Company high priority in the event of lien foreclosures following financial difficulties of private owners. | ||
Revenues are recognized on the percentage-of-completion method, measured by the ratio of costs incurred up to a given date to estimated total costs for each contract. The Company’s contracts generally take 12 to 36 months to complete. | ||
Contract costs include all direct material, labor, subcontract and other costs and those indirect costs related to contract performance, such as indirect salaries and wages, equipment repairs and depreciation, insurance and payroll taxes. Administrative and general expenses are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements may result in revisions to estimated costs, costs and income and are recognized in the period in which the revisions are determined. Changes in estimated revenues and gross margin during the three and nine months ended September 30, 2014 resulted in a net loss of $4.5 million and a net gain of $0.4 million, respectively, included in the operating results, or a loss of $0.24 and a gain of $0.02, respectively, per diluted share attributable to Sterling common stockholders. | ||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ' |
Financial Instruments | ||
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The Company’s financial instruments are cash and cash equivalents, short-term investments, short-term and long-term contracts receivable, derivatives, accounts payable, mortgage and notes payable, a credit facility with Comerica Bank (“Credit Facility”), the buy/sell agreement related to certain noncontrolling owners’ interests in subsidiaries which was converted to a mandatorily redeemable long-term liability on December 30, 2013 and an earn-out liability related to the acquisition of J. Banicki Construction, Inc. (“JBC”). | ||
The recorded values of cash and cash equivalents, short-term investments, short-term contracts receivable and accounts payable approximate their fair values based on their short-term nature. The Company currently has one long-term contract receivable which is discounted at 4.25% and recorded at fair value. Interest earned related to the long-term contract receivable was $0.1 and $0.3 million for the three and nine months ended September 30, 2014, respectively. We consider the credit quality of the borrower to assess the appropriate discount rate to apply and continuously monitor the borrower’s credit quality. | ||
The recorded value of the Credit Facility debt approximates its fair value, as interest approximates market rates. Refer to Note 5 regarding the fair value of derivatives and Note 9 regarding the fair value of the earn-out liability, the change to the mandatorily redeemable long-term liability and the change in noncontrolling owners’ interests in subsidiaries. The Company had one mortgage outstanding at September 30, 2014 and December 31, 2013 with a remaining balance of $0.1 million and $0.2 million, respectively, for the periods. The mortgage was accruing interest at 3.50% at both September 30, 2014 and December 31, 2013 and contains pre-payment penalties. At September 30, 2014 and December 31, 2013, the fair value of the mortgage approximated book value. The Company also has long-term notes payable of $2.6 million related to machinery and equipment purchased which have payment terms ranging from 3 to 5 years and associated interest rates ranging from 3.12% to 6.29%. The fair value of the notes payable approximates their book value. The Company does not have any off-balance sheet financial instruments other than operating leases (refer to Note 14 of the Notes to Consolidated Financial Statements in the 2013 Form 10-K). | ||
In order to assess the fair value of the Company’s financial instruments, the Company uses the fair value hierarchy established by GAAP which prioritizes the inputs used in valuation techniques into the following three levels: | ||
Level 1 Inputs – Based upon quoted prices for identical assets in active markets that the Company has the ability to access at the measurement date. | ||
Level 2 Inputs – Based upon quoted prices (other than Level 1) in active markets for similar assets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset such as interest rates, yield curves, volatilities and default rates and inputs that are derived principally from or corroborated by observable market data. | ||
Level 3 Inputs – Based on unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset based on the best information available. | ||
For each financial instrument, the Company uses the highest priority level input that is available in order to appropriately value that particular instrument. In certain instances, Level 1 inputs are not available and the Company must use Level 2 or Level 3 inputs. In these cases, the Company provides a description of the valuation techniques used and the inputs used in the fair value measurement. | ||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ' |
Recent Accounting Pronouncements | ||
In August 2014, the Financial Accounting Standards Board issued ASU 2014-14, “Presentation of Financial Statement – Going Concern.” The guidance, which is effective for annual reporting periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and to provide related footnote disclosures. Early adoption is permitted. Although early adoption is permitted, the Company expects to adopt this guidance as required and does not expect a material impact to our financial statements. | ||
In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, “Revenue from Contracts with Customers.” The guidance, which is effective for annual reporting periods beginning after December 15, 2016, defines the steps to recognize revenue for entities that have contracts with customers. Early adoption is not permitted. The Company has not determined the effect of this new guidance. |
Note_3_Construction_Joint_Vent1
Note 3 - Construction Joint Ventures (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||||||
Condensed Balance Sheet [Table Text Block] | ' | ||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total combined: | |||||||||||||||||
Current assets | $ | 30,360 | $ | 51,329 | |||||||||||||
Less current liabilities | (50,834 | ) | (64,531 | ) | |||||||||||||
Net assets | $ | (20,474 | ) | $ | (13,202 | ) | |||||||||||
Backlog | $ | 60,999 | $ | 101,014 | |||||||||||||
Sterling’s noncontrolling interest in backlog | $ | 17,679 | $ | 30,652 | |||||||||||||
Sterling’s receivables from and equity in construction joint ventures | $ | 10,621 | $ | 6,118 | |||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total combined: | |||||||||||||||||
Revenues | $ | 7,734 | $ | 39,085 | $ | 44,959 | $ | 97,961 | |||||||||
Income (loss) before tax | 922 | (175 | ) | 3,047 | (8,578 | ) | |||||||||||
Sterling’s proportionate share: | |||||||||||||||||
Revenues | $ | 2,747 | $ | 16,447 | $ | 18,371 | $ | 39,842 | |||||||||
Income (loss) before tax | 453 | (23 | ) | 1,885 | (4,116 | ) |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Construction equipment | $ | 130,412 | $ | 127,199 | |||||
Transportation equipment | 18,461 | 19,132 | |||||||
Buildings | 10,512 | 10,512 | |||||||
Office equipment | 2,780 | 2,025 | |||||||
Leasehold improvement | 867 | 816 | |||||||
Construction in progress | 424 | - | |||||||
Land | 5,517 | 5,309 | |||||||
Water rights | 200 | 200 | |||||||
169,173 | 165,193 | ||||||||
Less accumulated depreciation | (78,720 | ) | (71,510 | ) | |||||
$ | 90,453 | $ | 93,683 |
Note_5_Derivative_Financial_In1
Note 5 - Derivative Financial Instruments (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Schedule of Derivative Instruments [Table Text Block] | ' | ||||||||
Balance Sheet Location | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Derivative assets: | |||||||||
Other current assets | $ | - | $ | 109 | |||||
Other assets, net | - | 8 | |||||||
$ | - | $ | 117 | ||||||
Derivative liabilities: | |||||||||
Other current liabilities | $ | 73 | $ | - | |||||
Other long-term liabilities | - | - | |||||||
$ | 73 | $ | - | ||||||
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] | ' | ||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Increase (decrease) in fair value of derivatives included in other comprehensive income - effective portion | $ | (190 | ) | $ | 1 | ||||
Realized gain included in cost of revenues - effective portion | 15 | 47 | |||||||
Increase (decrease) in fair value of derivatives included in cost of revenues - ineffective portion | - | - |
Note_6_Changes_in_Accumulated_1
Note 6 - Changes in Accumulated Other Comprehensive Income (Loss) by Component (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Disclosure Text Block [Abstract] | ' | |||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | |||||||||||||||||
Nine Months | ||||||||||||||||||
Ended | ||||||||||||||||||
September 30, | ||||||||||||||||||
2014 (*) | ||||||||||||||||||
Unrealized | ||||||||||||||||||
Gain and Loss | ||||||||||||||||||
on Cash Flow | ||||||||||||||||||
Hedges | ||||||||||||||||||
Beginning Balance | $ | 117 | ||||||||||||||||
Other comprehensive loss before reclassification | (175 | ) | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (15 | ) | ||||||||||||||||
Net current-period other comprehensive loss | (190 | ) | ||||||||||||||||
Ending Balance | $ | (73 | ) | |||||||||||||||
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] | ' | |||||||||||||||||
Amount Reclassified From Accumulated | ||||||||||||||||||
Other Comprehensive Income (loss) (*) | ||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
Details About Accumulated Other Comprehensive Income (loss) Components | 2014 | 2013 | 2014 | 2013 | Statement of | |||||||||||||
Operations | ||||||||||||||||||
Classification | ||||||||||||||||||
Realized gains (losses) on available-for sale securities | $ | - | $ | (11 | ) | $ | - | $ | 472 | Gain on sale of securities | ||||||||
Less: Income tax (expense) benefit | - | 4 | - | (172 | ) | Income tax | ||||||||||||
(expense) benefit | ||||||||||||||||||
Total reclassification related to available-for-sale securities | $ | - | $ | (7 | ) | $ | - | $ | 300 | Net income (loss) | ||||||||
Realized gains and (losses) on cash flow hedges | $ | (14 | ) | $ | 44 | $ | 15 | $ | 47 | Cost of revenues | ||||||||
Less: Income tax expense | - | (16 | ) | - | (17 | ) | Income tax | |||||||||||
(expense) benefit | ||||||||||||||||||
Total reclassification related to cash flow hedges | $ | (14 | ) | $ | 28 | $ | 15 | $ | 30 | Net income (loss) |
Note_7_Income_Taxes_Tables
Note 7 - Income Taxes (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Current tax expense (benefit) | $ | 546 | $ | 513 | $ | 573 | $ | (2,754 | ) | ||||||||
Deferred tax benefit | - | (893 | ) | - | (10,174 | ) | |||||||||||
Total tax expense (benefit) | $ | 546 | $ | (380 | ) | $ | 573 | $ | (12,928 | ) | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Amount | % | Amount | % | ||||||||||||||
Tax expense (benefit) at the U.S. federal statutory rate | $ | 449 | 35 | % | $ | (11,014 | ) | 35 | % | ||||||||
State franchise and income tax based on income, net of refunds and federal benefits | (53 | ) | (4.1 | ) | (625 | ) | 2 | ||||||||||
Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling ownership interests | (1,906 | ) | (148.8 | ) | (1,187 | ) | 3.8 | ||||||||||
Valuation allowance | 1,529 | 119.4 | - | - | |||||||||||||
Reduction of tax receivable | 524 | 40.9 | - | - | |||||||||||||
Non-taxable interest income | - | - | (231 | ) | 0.7 | ||||||||||||
Other permanent differences | 30 | 2.4 | 129 | (0.4 | ) | ||||||||||||
Income tax expense (benefit) | $ | 573 | 44.7 | % | $ | (12,928 | ) | 41.1 | % |
Note_9_Acquisitions_and_Subsid1
Note 9 - Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners' Interests (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Noncontrolling Interest [Abstract] | ' | ||||||||
Financial Instruments Subject to Mandatory Redemption Disclosure [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Member’s interest subject to mandatory redemption | $ | 20,000 | $ | 20,000 | |||||
Undistributed earnings attributable to this interest | 6,037 | 3,989 | |||||||
Earnings distributed | (3,200 | ) | - | ||||||
Total liability | $ | 22,837 | $ | 23,989 | |||||
Schedule of Changes in Noncontrolling owner's Interest in Subsidiaries and Joint Ventures [Table Text Block] | ' | ||||||||
Nine Months Ended | |||||||||
September 30, | |||||||||
2014 | 2013 | ||||||||
Balance, beginning of period | $ | 4,097 | $ | 20,046 | |||||
Net income attributable to noncontrolling interest included in liabilities | - | 1,687 | |||||||
Net income attributable to noncontrolling interest included in equity | 3,238 | 1,563 | |||||||
Change in fair value of RLW put/call | - | (59 | ) | ||||||
Change in fair value of RHB obligation | - | 1,875 | |||||||
Distributions to noncontrolling interest owners | (1,190 | ) | (2,735 | ) | |||||
RLW Put/Call Payout | - | (509 | ) | ||||||
Balance, end of period | $ | 6,145 | $ | 21,868 |
Note_11_Variable_Interest_Enti1
Note 11 - Variable Interest Entities (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Schedule of Variable Interest Entities [Table Text Block] | ' | ||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Assets: | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 283 | $ | 566 | |||||||||||||
Contracts receivable, including retainage | 25,808 | 6,475 | |||||||||||||||
Other current assets | 3,865 | 7,964 | |||||||||||||||
Total current assets | 29,956 | 15,005 | |||||||||||||||
Property and equipment, net | 8,985 | 6,869 | |||||||||||||||
Other assets, net | - | 5 | |||||||||||||||
Goodwill | 1,501 | 1,501 | |||||||||||||||
Total assets | $ | 40,442 | $ | 23,380 | |||||||||||||
Liabilities: | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | 14,777 | $ | 8,361 | |||||||||||||
Other current liabilities | 13,061 | 7,080 | |||||||||||||||
Total current liabilities | 27,838 | 15,441 | |||||||||||||||
Long-term liabilities: | |||||||||||||||||
Other long-term liabilities | 38 | 137 | |||||||||||||||
Total liabilities | $ | 27,876 | $ | 15,578 | |||||||||||||
Schedule of Variable Interest Entity Income [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues | $ | 40,159 | $ | 23,240 | $ | 101,953 | $ | 59,377 | |||||||||
Operating income | 3,461 | 1,772 | 6,760 | 3,130 | |||||||||||||
Net income attributable to Sterling common stockholders | 1,728 | 575 | 3,376 | 1,016 |
Note_12_Net_Income_Loss_Per_Sh1
Note 12 - Net Income (Loss) Per Share Attributable to Sterling Common Stockholders (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months | Nine Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss attributable to Sterling common stockholders | $ | (3,935 | ) | $ | (189 | ) | $ | (2,529 | ) | $ | (21,792 | ) | |||||
Revaluation of the noncontrolling interest obligations reflected in retained earnings, net of tax | - | (766 | ) | - | (1,100 | ) | |||||||||||
$ | (3,935 | ) | $ | (955 | ) | $ | (2,529 | ) | $ | (22,892 | ) | ||||||
Denominator: | |||||||||||||||||
Weighted average common shares outstanding — basic | 18,809 | 16,652 | 17,814 | 16,626 | |||||||||||||
Shares for dilutive unvested common stock and stock options | - | - | - | - | |||||||||||||
Weighted average common shares outstanding and assumed conversions — diluted | 18,809 | 16,652 | 17,814 | 16,626 | |||||||||||||
Basic loss per share attributable to Sterling common stockholders | $ | (0.21 | ) | $ | (0.06 | ) | $ | (0.14 | ) | $ | (1.38 | ) | |||||
Diluted loss per share attributable to Sterling common stockholders | $ | (0.21 | ) | $ | (0.06 | ) | $ | (0.14 | ) | $ | (1.38 | ) |
Note_1_Summary_of_Business_and1
Note 1 - Summary of Business and Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 |
Myers & Sons Construction L.P. [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||
Note 1 - Summary of Business and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Ownership Interest In Joint Venture | ' | 50.00% | ' | ' | ' | ' | ' |
Owenership Interest In Subsidiary | ' | 50.00% | ' | 50.00% | ' | ' | ' |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Percentage | ' | ' | ' | 50.00% | ' | ' | ' |
Contract Completion Term | ' | ' | ' | ' | '12 months | '36 months | ' |
Estimated Construction Revenues, Before Tax (in Dollars) | $4.50 | $0.40 | ' | ' | ' | ' | ' |
Estimated Construction Revenue Per Diluted Share (in Dollars per share) | $0.24 | $0.02 | ' | ' | ' | ' | ' |
Contract Receivable Discounted Percentage | ' | 4.25% | ' | ' | ' | ' | ' |
Interest Revenue (Expense), Net (in Dollars) | 0.1 | 0.3 | ' | ' | ' | ' | ' |
Mortgage Loans on Real Estate (in Dollars) | 0.1 | 0.1 | 0.2 | ' | ' | ' | ' |
Mortgage Loans on Real Estate, Interest Rate | ' | 3.50% | 3.50% | ' | ' | ' | ' |
Notes Payable, Noncurrent (in Dollars) | $2.60 | $2.60 | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | '3 years | ' | '5 years |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | ' | 3.12% | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | 6.29% | ' | ' | ' | ' | ' |
Note_2_Cash_and_Cash_Equivalen1
Note 2 - Cash and Cash Equivalents and Short-term Investments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Disclosure Text Block Supplement [Abstract] | ' | ' | ' | ' |
Short-term Investments | ' | ' | $0 | $0 |
Proceeds from Sale of Available-for-sale Securities | 300,000 | 28,929,000 | ' | ' |
Available-for-sale Securities, Gross Realized Gains | 0 | 500,000 | ' | ' |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 300,000 | 300,000 | ' | ' |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, Tax | -100,000 | ' | ' | ' |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | 0 | ' | ' | ' |
Investment Income, Interest | $200,000 | $700,000 | ' | ' |
Note_3_Construction_Joint_Vent2
Note 3 - Construction Joint Ventures (Details) (USD $) | Sep. 30, 2014 |
In Millions, unless otherwise specified | |
Note 3 - Construction Joint Ventures (Details) [Line Items] | ' |
Construction Backlog, Attributable to Project Performed by Joint Ventures | $18 |
Shimmick Construction Company [Member] | ' |
Note 3 - Construction Joint Ventures (Details) [Line Items] | ' |
Equity Method Investment, Ownership Percentage | 30.00% |
Note_3_Construction_Joint_Vent3
Note 3 - Construction Joint Ventures (Details) - Summary of Joint Venture Condensed Balance Sheet Information Included as Part of Consolidated Financial Statements (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total combined: | ' | ' |
Current assets | $181,439 | $114,485 |
Less current liabilities | 127,739 | 105,799 |
Sterling’s receivables from and equity in construction joint ventures | 10,621 | 6,118 |
Corporate Joint Venture [Member] | ' | ' |
Total combined: | ' | ' |
Current assets | 30,360 | 51,329 |
Less current liabilities | -50,834 | -64,531 |
Net assets | -20,474 | -13,202 |
Backlog | 60,999 | 101,014 |
Sterling’s noncontrolling interest in backlog | 17,679 | 30,652 |
Sterling’s receivables from and equity in construction joint ventures | $10,621 | $6,118 |
Note_3_Construction_Joint_Vent4
Note 3 - Construction Joint Ventures (Details) - Summary of Joint Venture Condensed Income Statement Information Included as Part of Consolidated Financial Statements (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Total combined: | ' | ' | ' | ' |
Revenues | $189,275 | $185,935 | $518,618 | $430,320 |
Corporate Joint Venture [Member] | ' | ' | ' | ' |
Total combined: | ' | ' | ' | ' |
Revenues | 7,734 | 39,085 | 44,959 | 97,961 |
Income (loss) before tax | 922 | -175 | 3,047 | -8,578 |
Sterling’s proportionate share: | ' | ' | ' | ' |
Revenues | 2,747 | 16,447 | 18,371 | 39,842 |
Income (loss) before tax | $453 | ($23) | $1,885 | ($4,116) |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment (Details) - Property and Equipment Summary (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | $169,173 | $165,193 |
169,173 | 165,193 | |
Less accumulated depreciation | -78,720 | -71,510 |
90,453 | 93,683 | |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 130,412 | 127,199 |
130,412 | 127,199 | |
Transportation Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 18,461 | 19,132 |
18,461 | 19,132 | |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 10,512 | 10,512 |
10,512 | 10,512 | |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 2,780 | 2,025 |
2,780 | 2,025 | |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 867 | 816 |
867 | 816 | |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 424 | ' |
424 | ' | |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 5,517 | 5,309 |
5,517 | 5,309 | |
Water Rights [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 200 | 200 |
$200 | $200 |
Note_5_Derivative_Financial_In2
Note 5 - Derivative Financial Instruments (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
gal | |
Note 5 - Derivative Financial Instruments (Details) [Line Items] | ' |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax (in Dollars) | $73,000 |
Price Risk Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net (in Dollars) | $15,000 |
Derivative, Nonmonetary Notional Amount, Gallons | 300,000 |
Minimum [Member] | ' |
Note 5 - Derivative Financial Instruments (Details) [Line Items] | ' |
Derivative, Nonmonetary, Number of Gallons Range | 10,000 |
Underlying, Derivative Volume (in Dollars per US Gallon) | 2.75 |
Maximum [Member] | ' |
Note 5 - Derivative Financial Instruments (Details) [Line Items] | ' |
Derivative, Nonmonetary, Number of Gallons Range | 50,000 |
Underlying, Derivative Volume (in Dollars per US Gallon) | 2.88 |
Note_5_Derivative_Financial_In3
Note 5 - Derivative Financial Instruments (Details) - Summary of Derivative Instruments (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative assets: | ' | ' |
Other current assets | ' | $109 |
Other assets, net | ' | 8 |
' | 117 | |
Derivative liabilities: | ' | ' |
Other current liabilities | 73 | ' |
$73 | ' |
Note_5_Derivative_Financial_In4
Note 5 - Derivative Financial Instruments (Details) - Summary of the Effects of Commodity Derivative Instruments on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Summary of the Effects of Commodity Derivative Instruments on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract] | ' | ' |
Increase (decrease) in fair value of derivatives included in other comprehensive income - effective portion | ($190) | $1 |
Realized gain included in cost of revenues - effective portion | $15 | $47 |
Note_6_Changes_in_Accumulated_2
Note 6 - Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - Changes in the Balances of Each Component of Accumulated Other Comprehensive Income, Net of Tax (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
In Thousands, unless otherwise specified | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |
Beginning Balance | ($73) | $117 | $117 | [1] |
Other comprehensive loss before reclassification | ' | ' | -175 | [1] |
Amounts reclassified from accumulated other comprehensive income (loss) | ' | ' | -15 | [1] |
Net current-period other comprehensive loss | ' | ' | -190 | [1] |
Ending Balance | ($73) | $117 | ($73) | [1] |
[1] | Amounts in parentheses represent reductions to accumulated other comprehensive income (loss). |
Note_6_Changes_in_Accumulated_3
Note 6 - Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - Reclassifcation Out of Component of Accumulated Other Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Note 6 - Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - Reclassifcation Out of Component of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Realized gains (losses) on available-for sale securities | ' | $0 | ' | $500 | ||||
Amounts Reclassified From OCI [Member] | ' | ' | ' | ' | ||||
Note 6 - Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - Reclassifcation Out of Component of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Realized gains (losses) on available-for sale securities | ' | [1] | -11 | [1] | ' | [1] | 472 | [1] |
Less: Income tax (expense) benefit | ' | [1] | 4 | [1] | ' | [1] | -172 | [1] |
Total reclassification related to available-for-sale securities | ' | [1] | -7 | [1] | ' | [1] | 300 | [1] |
Realized gains and (losses) on cash flow hedges | -14 | [1] | 44 | [1] | 15 | 47 | ||
Less: Income tax expense | ' | [1] | -16 | [1] | ' | [1] | -17 | [1] |
Total reclassification related to cash flow hedges | ($14) | [1] | $28 | [1] | $15 | [1] | $30 | [1] |
[1] | Amounts in parentheses represent reductions to earnings in the statement of operations. |
Note_7_Income_Taxes_Details
Note 7 - Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Increase (Decrease) in Deferred Income Taxes | $0 | $0 | $10,174,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | ' | 35.00% | 35.00% |
Note_7_Income_Taxes_Details_Th
Note 7 - Income Taxes (Details) - The Income Tax Expense in the Accompanying Condensed Consolidated Financial Statements Consists of the Following (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
The Income Tax Expense in the Accompanying Condensed Consolidated Financial Statements Consists of the Following [Abstract] | ' | ' | ' | ' |
Current tax expense (benefit) | $546 | $513 | $573 | ($2,754) |
Deferred tax benefit | ' | -893 | ' | -10,174 |
Total tax expense (benefit) | $546 | ($380) | $573 | ($12,928) |
Note_7_Income_Taxes_Details_Su
Note 7 - Income Taxes (Details) - Summary Reconciliation Reported Amount of Income Tax Expense to the Amount Of Income Tax Expense Under Federal Statutory Tax Rates (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Summary Reconciliation Reported Amount of Income Tax Expense to the Amount Of Income Tax Expense Under Federal Statutory Tax Rates [Abstract] | ' | ' | ' | ' |
Tax expense (benefit) at the U.S. federal statutory rate | ' | ' | $449 | ($11,014) |
Tax expense (benefit) at the U.S. federal statutory rate | ' | ' | 35.00% | 35.00% |
State franchise and income tax based on income, net of refunds and federal benefits | ' | ' | -53 | -625 |
State franchise and income tax based on income, net of refunds and federal benefits | ' | ' | -4.10% | 2.00% |
Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling ownership interests | ' | ' | -1,906 | -1,187 |
Taxes on subsidiaries’ and joint ventures’ earnings allocated to noncontrolling ownership interests | ' | ' | -148.80% | 3.80% |
Valuation allowance | ' | ' | 1,529 | ' |
Valuation allowance | ' | ' | 119.40% | ' |
Reduction of tax receivable | ' | ' | 524 | ' |
Reduction of tax receivable | ' | ' | 40.90% | ' |
Non-taxable interest income | ' | ' | ' | -231 |
Non-taxable interest income | ' | ' | ' | 0.70% |
Other permanent differences | ' | ' | 30 | 129 |
Other permanent differences | ' | ' | 2.40% | -0.40% |
Income tax expense (benefit) | $546 | ($380) | $573 | ($12,928) |
Income tax expense (benefit) | ' | ' | 44.70% | 41.10% |
Note_9_Acquisitions_and_Subsid2
Note 9 - Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners' Interests (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||||
Aug. 31, 2011 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 23, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 30, 2013 | Dec. 30, 2013 | Jan. 23, 2014 | Aug. 31, 2011 | Aug. 31, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | Jan. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 27, 2012 | Jun. 20, 2014 | Jan. 31, 2012 | |
Other Operating Income Net [Member] | Other Operating Income Net [Member] | Interest Income [Member] | Upon Death [Member] | Upon Permanent Disability [Member] | Before Amendment [Member] | Years 2011 To 2015 [Member] | Minimum [Member] | Maximum [Member] | RHB [Member] | RHB [Member] | RHB [Member] | RHB [Member] | RHB Inc [Member] | SWR Inc [Member] | ||||||||||
CEO Of RHB [Member] | CEO Of RHB [Member] | |||||||||||||||||||||||
Note 9 - Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners' Interests (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Assumed Construction Contracts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 |
Deferred Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000,000 |
Non-Compete Agreement Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Noncontrolling Interests Offer To Buy Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Noncontrolling Interests Offer To Sell Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Liquidation Value Multiplier | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.5 | ' | ' | ' | ' | ' |
Revaluation Pre-Tax Charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 1,900,000 | ' | ' | ' |
Revaluation Charge, Net of Tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | 1,200,000 | ' | ' | ' |
Obligation To Purchase Member Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Obligation To Purchase Percentage Member Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Surrender Value of Life Insurance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) In Undistributed Earnings | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
' | 2,000,000 | ' | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Member Interest Sold, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Business Acquisition Additional Price Payments | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Earn-Out Percentage | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Earn-Out Calculated Floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Undiscounted Earn Out Liability Decrease | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Undiscounted Earn-Out Liability | ' | 300,000 | ' | ' | 300,000 | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Earn Out Payment | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Total Available Earn-Out Liability | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EBITDA Earn Out Decrease Floor | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EBITDA Earn-Out Increase Floor | ' | 17,900,000 | ' | ' | 17,900,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forcasted EBITDA Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 22.00% | ' | ' | ' | ' | ' | ' |
Business Acquisition Cost Of Acquired Entity Discounted Present Value Of Additional Purchase Price | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revaluation Benefit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Undiscounted Earn-Out Liability Increase | ' | 9,000,000 | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Noncontrolling Interest | ' | 1,718,000 | ' | 2,284,000 | 3,238,000 | 3,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Noncontrolling Interests | ' | $0 | ' | ' | $1,190,000 | $3,244,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_9_Acquisitions_and_Subsid3
Note 9 - Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners' Interests (Details) - Mandatorily Redeemable Noncontrolling Interest Liability (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Mandatorily Redeemable Noncontrolling Interest Liability [Abstract] | ' | ' | ' |
Member’s interest subject to mandatory redemption | $20,000 | $20,000 | $20,000 |
Undistributed earnings attributable to this interest | 6,037 | 6,037 | 3,989 |
Earnings distributed | -2,000 | -3,200 | ' |
Total liability | $22,837 | $22,837 | $23,989 |
Note_9_Acquisitions_and_Subsid4
Note 9 - Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners' Interests (Details) - Changes in the Obligation for Noncontrolling Owners’ Interests in Subsidiaries and Joint Ventures (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 |
Note 9 - Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners' Interests (Details) - Changes in the Obligation for Noncontrolling Owners’ Interests in Subsidiaries and Joint Ventures [Line Items] | ' | ' | ' |
Balance, beginning of period | ' | $4,097 | $20,046 |
Net income attributable to noncontrolling interest included in liabilities | ' | ' | 1,687 |
Net income attributable to noncontrolling interest included in equity | ' | 3,238 | 1,563 |
Change in fair value of RLW put/call | ' | ' | -59 |
Change in fair value of RHB obligation | ' | ' | 1,875 |
Distributions to noncontrolling interest owners | 0 | -1,190 | -3,244 |
RLW Put/Call Payout | ' | ' | -509 |
Balance, end of period | 6,145 | 6,145 | 21,868 |
Distributions to Noncolntrolling Interest Owners, Not Including Put/Call Payout [Member] | ' | ' | ' |
Note 9 - Acquisitions and Subsidiaries and Joint Ventures with Noncontrolling Owners' Interests (Details) - Changes in the Obligation for Noncontrolling Owners’ Interests in Subsidiaries and Joint Ventures [Line Items] | ' | ' | ' |
Distributions to noncontrolling interest owners | ' | ($1,190) | ($2,735) |
Note_10_Stockholders_Equity_De
Note 10 - Stockholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||
6-May-14 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 6-May-14 | Apr. 29, 2014 | 6-May-14 | 31-May-14 | |
Revised Amount [Member] | Non-employee Members of the Company’s Board of Directors [Member] | ||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | $200,000 | $300,000 | $600,000 | $700,000 | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | 2,100,000 | 600 | ' | 69,457 | ' | ' | ' | ' | 43,421 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | ' | 700,000 | ' | 700,000 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | '1 year 73 days | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | ' | 0 | 0 | 0 | 0 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | 0 | 0 | 0 | 0 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in Shares) | ' | 257,171 | ' | 257,171 | ' | ' | ' | ' | ' |
Maximum Authorized Proceeds from Issuance or Sale of Equity | ' | ' | ' | ' | ' | ' | 80,000,000 | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | $6.90 | ' | ' | ' |
Proceeds from Issuance of Common Stock | 14,100,000 | ' | ' | 14,078,000 | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | $40,000,000 | ' |
Note_11_Variable_Interest_Enti2
Note 11 - Variable Interest Entities (Details) (Myers [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
Myers [Member] | ' |
Note 11 - Variable Interest Entities (Details) [Line Items] | ' |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% |
Note_11_Variable_Interest_Enti3
Note 11 - Variable Interest Entities (Details) - Summary Financial Information of Myers Included in the Consolidated Balance Sheet (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | $17,000 | $1,872 | $5,014 | $3,142 |
Contracts receivable, including retainage | 105,302 | 77,245 | ' | ' |
Other current assets | 10,153 | 11,377 | ' | ' |
Total current assets | 181,439 | 114,485 | ' | ' |
Property and equipment, net | 90,453 | 93,683 | ' | ' |
Other assets, net | 8,356 | 10,030 | ' | ' |
Goodwill | 54,820 | 54,820 | ' | ' |
Total assets | 335,068 | 273,018 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 81,097 | 61,599 | ' | ' |
Total current liabilities | 127,739 | 105,799 | ' | ' |
Variable Interest Entity, Primary Beneficiary [Member] | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 283 | 566 | ' | ' |
Contracts receivable, including retainage | 25,808 | 6,475 | ' | ' |
Other current assets | 3,865 | 7,964 | ' | ' |
Total current assets | 29,956 | 15,005 | ' | ' |
Property and equipment, net | 8,985 | 6,869 | ' | ' |
Other assets, net | ' | 5 | ' | ' |
Goodwill | 1,501 | 1,501 | ' | ' |
Total assets | 40,442 | 23,380 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 14,777 | 8,361 | ' | ' |
Other current liabilities | 13,061 | 7,080 | ' | ' |
Total current liabilities | 27,838 | 15,441 | ' | ' |
Total liabilities | 27,876 | 15,578 | ' | ' |
Other long-term liabilities | $38 | $137 | ' | ' |
Note_11_Variable_Interest_Enti4
Note 11 - Variable Interest Entities (Details) - Summary Financial Information of Myers Included in the Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Note 11 - Variable Interest Entities (Details) - Summary Financial Information of Myers Included in the Consolidated Statements of Operations [Line Items] | ' | ' | ' | ' |
Revenues | $189,275 | $185,935 | $518,618 | $430,320 |
Operating income | -1,573 | 1,697 | 1,404 | -32,199 |
Net income attributable to Sterling common stockholders | -3,935 | -189 | -2,529 | -21,792 |
Variable Interest Entity, Primary Beneficiary [Member] | ' | ' | ' | ' |
Note 11 - Variable Interest Entities (Details) - Summary Financial Information of Myers Included in the Consolidated Statements of Operations [Line Items] | ' | ' | ' | ' |
Revenues | 40,159 | 23,240 | 101,953 | 59,377 |
Operating income | 3,461 | 1,772 | 6,760 | 3,130 |
Net income attributable to Sterling common stockholders | $1,728 | $575 | $3,376 | $1,016 |
Note_12_Net_Income_Loss_Per_Sh2
Note 12 - Net Income (Loss) Per Share Attributable to Sterling Common Stockholders (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 143,761 | 63,457 | 145,940 | 113,913 |
Note_12_Net_Income_Loss_Per_Sh3
Note 12 - Net Income (Loss) Per Share Attributable to Sterling Common Stockholders (Details) - Basic Net Income (Loss) per Share Attributable to Sterling Common Stockholders (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net loss attributable to Sterling common stockholders | ($3,935) | ($189) | ($2,529) | ($21,792) |
Revaluation of the noncontrolling interest obligations reflected in retained earnings, net of tax | ' | -766 | ' | -1,100 |
($3,935) | ($955) | ($2,529) | ($22,892) | |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding — basic (in Shares) | 18,809,401 | 16,652,074 | 17,814,332 | 16,626,118 |
Weighted average common shares outstanding and assumed conversions — diluted (in Shares) | 18,809,401 | 16,652,074 | 17,814,332 | 16,626,118 |
Basic loss per share attributable to Sterling common stockholders (in Dollars per share) | ($0.21) | ($0.06) | ($0.14) | ($1.38) |
Diluted loss per share attributable to Sterling common stockholders (in Dollars per share) | ($0.21) | ($0.06) | ($0.14) | ($1.38) |
Note_13_Credit_Facility_and_Co1
Note 13 - Credit Facility and Covenants Compliance (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 29, 2014 | Apr. 29, 2014 | Jun. 30, 2014 | Sep. 05, 2014 | 6-May-14 |
In Millions, unless otherwise specified | Fourth Amendment [Member] | Fourth Amendment [Member] | Fourth Amendment [Member] | Fourth Amendment [Member] | Fourth Amendment [Member] | Fourth Amendment [Member] | Fourth Amendment [Member] | Fifth Amendment [Member] | Fifth Amendment [Member] | Fifth Amendment [Member] | Sixth Amendment [Member] | Revised Amount [Member] |
Revised Amount [Member] | Previous Amount [Member] | Removed Option To Increase [Member] | Fourth Amendment Modification Increase Borrowing Rates [Member] | Increase In Basis Points in 2014[Member] | Quarterly Increase In Basis Points After 2015[Member] | Revised Amount [Member] | Removed Requirement [Member] | |||||
Note 13 - Credit Facility and Covenants Compliance (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $40 | $50 | $50 | ' | ' | ' | ' | ' | ' | ' | ' | $40 |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | 0.50% | 2.00% | 1.00% | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate at Period End | ' | ' | ' | ' | ' | ' | 4.75% | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' |
Debt Instrument, Covenant Compliance, Minimum New Equity Capital Raised | ' | ' | ' | ' | ' | ' | ' | 10 | 20 | ' | ' | ' |
Debt Instrument, Covenant Compliance, Minimum Other Liquidity Raised | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' |
Repayments of Long-term Lines of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14.1 | ' | ' |
Debt Instrument, Covenant Compliance, Maximum Allowable Business Acquisition Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8 | ' |