Table of Contents 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended September 30, 2017March 31, 2018

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from                    to                      .

 

Commission file number 0001-34145

 

Primoris Services Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

    

20-4743916

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

2100 McKinney Avenue, Suite 1500

 

 

Dallas, Texas

 

75201

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (214) 740-5600

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

Large accelerated filer  ☒

    

Accelerated filer  ☐

 

 

 

Non-accelerated filer  ☐

 

Smaller reporting company  ☐

Do not check if a smaller reporting company.

 

 

 

 

Emerging growth company  ☐

 

      If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ���

 

At November 6, 2017, 51,448,753May 7, 2018, 51,530,572 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.

 

 

 

 


 

Table of Contents 

PRIMORIS SERVICES CORPORATION

 

INDEX

 

 

    

Page No.

 

 

 

Part I. Financial Information 

 

 

 

 

 

Item 1. Financial Statements:

 

 

 

 

 

—Condensed Consolidated Balance Sheets at September 30, 2017March 31, 2018 and December 31, 20162017 (Unaudited) 

 

3

 

 

 

—Condensed Consolidated Statements of Income for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 (Unaudited) 

 

4

 

 

 

— Condensed Consolidated Statements of Cash Flows for the ninethree months ended September 30,March 31, 2018 and 2017 and 2016 (Unaudited) 

 

5

 

 

 

—Notes to Condensed Consolidated Financial Statements (Unaudited) 

 

7

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

28

26

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk 

 

44

40

 

 

 

Item 4. Controls and Procedures 

 

44

40

 

 

 

Part II. Other Information 

 

 

 

 

 

Item 1. Legal Proceedings 

 

45

42

 

 

 

Item 1A. Risk Factors 

 

45

Item 5. Other Information

45

42

 

 

 

Item 6. Exhibits 

 

46

42

 

 

 

Signatures 

 

47

43

 

2


 

Table of Contents 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

PRIMORIS SERVICES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 

 

 

December 31, 

 

 

March 31, 

 

 

December 31, 

 

    

2017

    

2016

 

    

2018

    

2017

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents ($67,034 and $7,045 related to VIEs. See Note 11)

 

$

143,235

 

$

135,823

 

Short-term investments

 

 

19,304

 

 

 —

 

Customer retention deposits

 

 

926

 

 

481

 

Cash and cash equivalents ($68,188 and $ 60,256 related to VIEs. See Note 10)

 

$

134,172

 

$

170,385

 

Accounts receivable, net

 

 

356,851

 

 

388,000

 

 

 

260,920

 

 

291,589

 

Costs and estimated earnings in excess of billings

 

 

177,662

 

 

138,618

 

Inventory and uninstalled contract materials

 

 

39,617

 

 

49,201

 

Contract assets

 

 

262,932

 

 

265,902

 

Note receivable

 

 

10,000

 

 

 —

 

Prepaid expenses and other current assets

 

 

14,529

 

 

19,258

 

 

 

21,694

 

 

15,338

 

Total current assets

 

 

752,124

 

 

731,381

 

 

 

689,718

 

 

743,214

 

Property and equipment, net

 

 

305,046

 

 

277,346

 

 

 

313,937

 

 

311,777

 

Intangible assets, net

 

 

48,655

 

 

32,841

 

 

 

42,376

 

 

44,800

 

Goodwill

 

 

151,118

 

 

127,226

 

 

 

153,374

 

 

153,374

 

Other long-term assets

 

 

4,749

 

 

2,004

 

 

 

3,042

 

 

2,575

 

Total assets

 

$

1,261,692

 

$

1,170,798

 

 

$

1,202,447

 

$

1,255,740

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

153,677

 

$

168,110

 

 

$

130,956

 

$

140,943

 

Billings in excess of costs and estimated earnings

 

 

159,120

 

 

112,606

 

Accrued expenses and other current liabilities

 

 

125,626

 

 

108,006

 

Contract liabilities

 

 

137,380

 

 

169,101

 

Accrued liabilities

 

 

99,909

 

 

102,168

 

Dividends payable

 

 

2,829

 

 

2,839

 

 

 

3,092

 

 

3,087

 

Current portion of capital leases

 

 

214

 

 

188

 

Current portion of long-term debt

 

 

62,697

 

 

58,189

 

 

 

63,975

 

 

65,464

 

Current portion of contingent earnout liabilities

 

 

1,252

 

 

 —

 

Total current liabilities

 

 

505,415

 

 

449,938

 

 

 

435,312

 

 

480,763

 

Long-term capital leases, net of current portion

 

 

245

 

 

15

 

Long-term debt, net of current portion

 

 

191,948

 

 

203,381

 

 

 

181,972

 

 

193,351

 

Deferred tax liabilities

 

 

9,830

 

 

9,830

 

 

 

13,577

 

 

13,571

 

Other long-term liabilities

 

 

13,007

 

 

9,064

 

 

 

6,090

 

 

5,872

 

Total liabilities

 

 

720,445

 

 

672,228

 

 

 

636,951

 

 

693,557

 

Commitments and contingencies

 

 

 

 

 

 

 

Commitments and contingencies (See Note 16)

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock—$.0001 par value; 90,000,000 shares authorized; 51,448,753 and 51,576,442 issued and outstanding at September 30, 2017 and December 31, 2016

 

 

 5

 

 

 5

 

Common stock—$.0001 par value; 90,000,000 shares authorized; 51,530,572 and 51,448,753 issued and outstanding at March 31, 2018 and December 31, 2017

 

 

 5

 

 

 5

 

Additional paid-in capital

 

 

160,277

 

 

162,128

 

 

 

162,701

 

 

160,502

 

Retained earnings

 

 

376,537

 

 

335,218

 

 

 

393,547

 

 

395,961

 

Non-controlling interest

 

 

4,428

 

 

1,219

 

Noncontrolling interest

 

 

9,243

 

 

5,715

 

Total stockholders’ equity

 

 

541,247

 

 

498,570

 

 

 

565,496

 

 

562,183

 

Total liabilities and stockholders’ equity

 

$

1,261,692

 

$

1,170,798

 

 

$

1,202,447

 

$

1,255,740

 

 

See Accompanying Notes to Condensed Consolidated Financial Statements

3


 

Table of Contents 

PRIMORIS SERVICES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Three Months Ended

 

 

September 30, 

 

September 30, 

 

March 31, 

 

    

2017

    

2016

    

2017

    

2016

 

2018

    

2017

 

Revenue

 

$

608,311

 

$

507,828

 

$

1,800,978

 

$

1,395,085

 

$

504,119

 

$

561,502

 

Cost of revenue

 

 

537,890

 

 

457,699

 

 

1,591,021

 

 

1,262,394

 

 

459,559

 

 

506,449

 

Gross profit

 

 

70,421

 

 

50,129

 

 

209,957

 

 

132,691

 

 

44,560

 

 

55,053

 

Selling, general and administrative expenses

 

 

42,559

 

 

35,994

 

 

128,390

 

 

101,150

 

 

38,651

 

 

39,854

 

Impairment of goodwill

 

 

 —

 

 

2,716

 

 

 —

 

 

2,716

 

Operating income

 

 

27,862

 

 

11,419

 

 

81,567

 

 

28,825

 

 

5,909

 

 

15,199

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

6,066

 

 

 —

 

 

6,066

 

 

 —

 

Foreign exchange gain (loss)

 

 

167

 

 

(92)

 

 

299

 

 

288

 

Other expense

 

 

(39)

 

 

(278)

 

 

(52)

 

 

(278)

 

Foreign exchange gain

 

257

 

 

23

 

Other income (expense), net

 

(12)

 

 

 —

 

Interest income

 

 

228

 

 

31

 

 

411

 

 

122

 

 

272

 

 

69

 

Interest expense

 

 

(2,198)

 

 

(2,246)

 

 

(6,605)

 

 

(6,754)

 

 

(1,998)

 

 

(2,262)

 

Income before provision for income taxes

 

 

32,086

 

 

8,834

 

 

81,686

 

 

22,203

 

 

4,428

 

 

13,029

 

Provision for income taxes

 

 

(9,952)

 

 

(4,078)

 

 

(28,644)

 

 

(9,244)

 

 

(212)

 

 

(4,517)

 

Net income

 

$

22,134

 

$

4,756

 

$

53,042

 

$

12,959

 

$

4,216

 

$

8,512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less net income attributable to noncontrolling interests

 

 

(1,537)

 

 

(252)

 

$

(3,209)

 

$

(706)

 

$

(3,528)

 

$

(821)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Primoris

 

$

20,597

 

$

4,504

 

$

49,833

 

$

12,253

 

$

688

 

$

7,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

 

$

0.055

 

$

0.055

 

$

0.17

 

$

0.17

 

$

0.060

 

$

0.055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.40

 

$

0.09

 

$

0.97

 

$

0.24

 

$

0.01

 

$

0.15

 

Diluted

 

$

0.40

 

$

0.09

 

$

0.96

 

$

0.24

 

$

0.01

 

$

0.15

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

51,441

 

 

51,780

 

 

51,491

 

 

51,759

 

 

51,479

 

 

51,594

 

Diluted

 

 

51,707

 

 

52,034

 

 

51,751

 

 

51,978

 

 

51,747

 

 

51,851

 

 

See Accompanying Notes to Condensed Consolidated Financial Statements

 

4


 

Table of Contents 

 

PRIMORIS SERVICES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

September 30, 

 

 

March 31, 

 

    

2017

    

2016

 

    

2018

    

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

53,042

 

$

12,959

 

 

$

4,216

 

$

8,512

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

43,064

 

 

46,430

 

 

 

14,368

 

 

14,134

 

Amortization of intangible assets

 

 

6,184

 

 

5,015

 

 

 

2,424

 

 

1,727

 

Goodwill and intangible asset impairment

 

 

477

 

 

2,716

 

Stock-based compensation expense

 

 

911

 

 

1,169

 

 

 

215

 

 

459

 

Unrealized gain on short-term investments

 

 

(5,980)

 

 

 —

 

Gain on sale of property and equipment

 

 

(3,880)

 

 

(3,361)

 

 

 

(1,104)

 

 

(1,308)

 

Other non-cash items

 

 

40

 

 

44

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer retention deposits

 

 

(445)

 

 

(451)

 

Accounts receivable

 

 

41,870

 

 

27,093

 

 

 

30,669

 

 

36,383

 

Costs and estimated earnings in excess of billings

 

 

(38,464)

 

 

(39,936)

 

Contract assets

 

 

2,970

 

 

(4,671)

 

Other current assets

 

 

17,210

 

 

13,865

 

 

 

(6,356)

 

 

1,102

 

Other long-term assets

 

 

(2,745)

 

 

(1,963)

 

 

 

(499)

 

 

(147)

 

Accounts payable

 

 

(17,813)

 

 

10,036

 

 

 

(9,987)

 

 

(43,997)

 

Billings in excess of costs and estimated earnings

 

 

46,067

 

 

(41,584)

 

Contract liabilities

 

 

(31,721)

 

 

38,525

 

Accrued expenses and other current liabilities

 

 

17,858

 

 

18,580

 

 

 

(1,806)

 

 

(1,752)

 

Other long-term liabilities

 

 

4,076

 

 

49

 

 

 

231

 

 

77

 

Net cash provided by operating activities

 

 

161,432

 

 

50,617

 

 

 

3,660

 

 

49,088

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(57,346)

 

 

(52,137)

 

 

 

(19,125)

 

 

(19,222)

 

Issuance of a note receivable

 

 

(10,000)

 

 

 —

 

Proceeds from sale of property and equipment

 

 

7,027

 

 

7,763

 

 

 

3,734

 

 

1,984

 

Purchase of short-term investments

 

 

(13,588)

 

 

 —

 

Sale of short-term investments

 

 

350

 

 

 —

 

Cash paid for acquisitions

 

 

(66,205)

 

 

(4,108)

 

Net cash used in investing activities

 

 

(129,762)

 

 

(48,482)

 

 

 

(25,391)

 

 

(17,238)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

30,000

 

 

30,000

 

Repayment of capital leases

 

 

(191)

 

 

(626)

 

Repayment of long-term debt

 

 

(41,088)

 

 

(36,867)

 

Payment of debt issuance costs for amended and restated credit agreement

 

 

(631)

 

 

 —

 

Repayment of long-term debt and capital leases

 

 

(12,893)

 

 

(12,498)

 

Proceeds from issuance of common stock purchased under a long-term incentive plan

 

 

1,148

 

 

1,439

 

 

 

1,498

 

 

1,148

 

Repurchase of common stock

 

 

(4,999)

 

 

 —

 

 

 

 —

 

 

(4,999)

 

Dividends paid

 

 

(8,497)

 

 

(8,536)

 

 

 

(3,087)

 

 

(2,839)

 

Net cash used in financing activities

 

 

(24,258)

 

 

(14,590)

 

 

 

(14,482)

 

 

(19,188)

 

Net change in cash and cash equivalents

 

 

7,412

 

 

(12,455)

 

 

 

(36,213)

 

 

12,662

 

Cash and cash equivalents at beginning of the period

 

 

135,823

 

 

161,122

 

 

 

170,385

 

 

135,823

 

Cash and cash equivalents at end of the period

 

$

143,235

 

$

148,667

 

 

$

134,172

 

$

148,485

 

 

See Accompanying Notes to Condensed Consolidated Financial Statements

5


 

Table of Contents 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

 

Three Months Ended March 31, 

 

 

(Unaudited)

 

    

2018

    

2017

 

Cash paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

6,236

 

$

6,654

 

 

$

1,965

 

$

2,262

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes, net of refunds received

 

$

25,618

 

$

2,079

 

 

$

88

 

$

1,872

 

 

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

 

 

Three Months Ended March 31, 

 

    

2017

    

2016

 

    

2018

    

2017

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Obligations incurred for the acquisition of property

 

$

4,163

 

$

 —

 

 

$

 —

 

$

4,163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared and not yet paid

 

$

2,829

 

$

2,848

 

 

$

3,092

 

$

2,829

 

 

 

See Accompanying Notes to Condensed Consolidated Financial Statements

 

6


 

Table of Contents 

PRIMORIS SERVICES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars In Thousands, Except Share and Per Share Amounts)

(Unaudited)

 

Note 1—Nature of Business

 

Organization and operations  Primoris Services Corporation is a holding company of various construction and product engineering subsidiaries. The Company’s underground and directional drilling operations install, replace and repair natural gas, petroleum, telecommunications and water pipeline systems, including large diameter pipeline systems. The Company’s industrial, civil and engineering operations build and provide maintenance services to industrial facilities including power plants, petrochemical facilities, and other processing plants; construct multi-level parking structures; and engage in the construction of highways, bridges and other environmental construction activities. The Company is incorporated in the State of Delaware, and its corporate headquarters is located at 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201. Unless specifically noted otherwise, as used throughout these condensed consolidated financial statements, “Primoris”, “the Company”, “we”, “our”, “us” or “its” refers to the business, operations and financial results of the Company and its wholly-owned subsidiaries.

 

Reportable Segments Through the end of the year 2016, the Company segregated itsWe segregate our business into threefour reportable segments: the Energy segment, the East Construction Services segment and the West Construction Services segment. In the first quarter 2017, the Company changed its reportable segments in connection with a realignment of the Company’s internal organization and management structure. The segment changes during the quarter reflect the focus of our chief operating decision maker (“CODM”) on the range of services we provide to our end user markets. Our CODM regularly reviews the Company’s operating and financial performance based on these segments.

The current reportable segments include the Power, Industrial and Engineering (“Power”) segment, the Pipeline and Underground (“Pipeline”) segment, the Utilities and Distribution (“Utilities”) segment and the Civil segment.  Segment information for prior periods have been restated to conform to the new segment presentation.  See Note 1817“Reportable Segments”Reportable Segments for a brief description of the reportable segments and their operations.

 

The classification of revenuesrevenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses were made.

 

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The following table lists the Company’s primary business units and their reportable segment:

Business Unit

Reportable Segment

Prior Reportable Segment

ARB Industrial (a division of ARB, Inc.)

Power

West

ARB Structures

Power

West

Primoris Power (formerly PES Saxon division)

Power

Energy

Primoris Renewable Energy (a division of Primoris AV)

Power

Energy

Primoris Industrial Constructors (formerly PES Industrial Division)

Power

Energy

Primoris Fabrication (a division of PES)

Power

Energy

Primoris Mechanical Contractors (a combination of a division of PES and Cardinal Contractors)

Power

Energy

OnQuest

Power

Energy

OnQuest Canada

Power

Energy

Primoris Design and Construction (“PD&C”); created 2017

Power

NA

Rockford Corporation (“Rockford”)

Pipeline

West

Vadnais Trenchless Services (“Vadnais Trenchless”)

Pipeline

West

Primoris Field Services (a division of PES Primoris Pipeline)

Pipeline

Energy

Primoris Pipeline (a division of PES Primoris Pipeline)

Pipeline

Energy

Primoris Coastal Field Services; created 2017

Pipeline

NA

ARB Underground (a division of ARB, Inc.)

Utilities

West

Q3 Contracting (“Q3C”)

Utilities

West

Primoris AV

Utilities

Energy

Primoris Distribution Services ("PDS"); created 2017

Utilities

NA

Primoris Heavy Civil (formerly JCG Heavy Civil Division)

Civil

East

Primoris I&M (formerly JCG Infrastructure & Maintenance Division)

Civil

East

BW Primoris

Civil

East

The Company ownsWe own a 50% interest in two separate joint ventures, both formed in 2015.  The Carlsbad Power Constructors joint venture (“Carlsbad”) is engineering and constructing a gas-fired power generation facility, and the “ARBARB Inc. & B&M Engineering Co. joint venture (“Wilmington”) is also engineering and constructing a gas-fired power generation facility.  Both projects are located in Southern California.  The joint venture operations are included as part of the Power segment.  As a result of determining that the Company iswe are the primary beneficiary of the two variable interest entities (“("VIEs”), the results of the Carlsbad and Wilmington joint ventures are consolidated in the Company’sour financial statements.  Both projects areThe Wilmington project was substantially complete as of December 31, 2017, and the Carlsbad project is expected to be completed in 2018.  Financial information for the joint ventures is presented in Note 1110“Noncontrolling Interests”.

 

On January 29, 2016, the Company acquired the net assets of Mueller Concrete Construction Company (“Mueller”) for $4.1 million, and on November 18, 2016, the Company acquired the net assets of Northern Energy & Power (“Northern”) for $6.8 million.  On May 26, 2017, the Companywe acquired the net assets of Florida Gas Contractors (“FGC”) for $37.7 million; on May 30, 2017, the Companywe acquired certain engineering assets for approximately $2.3 million; and on June 16, 2017, the Companywe acquired the net assets of Coastal Field Services (“Coastal”) for $27.5 million.  Both Mueller and FGC operations are included in the Utilities segment, Northern operationsthe engineering assets are included in the Power segment, and Coastal operations are included in the Pipeline segment.  See Note 7—6—Business Combinations”Combinations.

Unless specifically noted otherwise, as used throughout these consolidated financial statements, “Primoris”, “the Company”, “we”, “our”, “us” or “its” refers to the business, operations and financial results of the Company and its wholly-owned subsidiaries.

 

Note 2—Basis of Presentation

 

Interim consolidated financial statements  The interim condensed consolidated financial statements for the three and nine month periods ended September 30,March 31, 2018 and 2017 and 2016 have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, certain disclosures, which would substantially duplicate the disclosures contained in the Company’sour Annual Report on Form 10-K, filed on February 28, 2017,26, 2018, which contains the Company’sour audited consolidated financial statements for the year ended December 31, 2016,2017, have been omitted. 

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This ThirdFirst Quarter 20172018 Report should be read in concert with the Company’sour most recent Annual Report on Form 10-K. The interim financial information is unaudited.  In the opinion of management, the interim information includes all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim financial information. 

 

Reclassification Certain previously reported amounts have been reclassified to conform to the current year presentation.

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Short-term investmentsThe Company classifiesWe classify as short-term investments all securities or other assets acquired which have ready marketability and can be liquidated, if necessary, within the current operating cycle and which have readily determinable fair values. Short-term investments are classified as trading and are recorded at fair value using the first-in, first-out method. The Company’sOur short-term investments are generally short-term dollar-denominated bank deposits, U.S. Treasury Bills and marketable equity securities.

 

Revenue recognitionCustomer concentration — We operate in multiple industry segments encompassing the construction of commercial, industrial and public works infrastructure assets primarily throughout the United States. Typically, the top ten customers in any one calendar year generate revenue in excess of 50% of total revenue; however, the group that comprises the top ten customers varies from year to year.

During the three months ended March 31, 2018, revenue generated by the top ten customers were approximately $261.7 million, which represented 51.9% of total revenue during the period. During the period, a California utility customer represented 9.3% of total revenue, and a state department of transportation customer represented 9.2% of total revenue.

During the three months ended March 31, 2017, revenue generated by the top ten customers were $384.0 million, which represented 68.4% of total revenue during the period.  During the period, two large pipeline projects represented 28.5% of total revenue.

 

Fixed-price contracts At March 31, 2018, approximately 6.2% of our accounts receivable were due from one customer, and that customer provided 7.4% of our revenue for the three months ended March 31, 2018. In addition, of total accounts receivable, approximately 12.6% are from one customer with whom we are currently in dispute resolution. See Note 16 – “Commitments and Contingencies”.

At March 31, 2017, approximately 12.0% of our accounts receivable were due from one customer, and that customer provided 9.5% of our revenue for the three months ended March 31, 2017. In addition, approximately 8.9% of total accounts receivable at March 31, 2017 were from one customer with whom we are currently in dispute resolution.

Multiemployer plans Historically,Various subsidiaries are signatories to collective bargaining agreements. These agreements require that we participate in and contribute to a number of multiemployer benefit plans for our union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits, and administer the plan. To the extent that any plans are underfunded, the Employee Retirement Income Security Act of 1974, as amended by the Multi-Employer Pension Plan Amendments Act of 1980, requires that if we were to withdraw from an agreement or if a plan is terminated, we may incur a withdrawal obligation. The potential withdrawal obligation may be significant. In accordance with Generally Accepted Accounting Principles (“GAAP”), any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated.

Note 3—Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, with several clarifying updates issued during 2016 and 2017. The new standard is effective for reporting periods beginning after December 15, 2017 and supersedes all prior revenue recognition standards including the guidance in ASC Topic 605, “Revenue Recognition”.  Under Topic 606, revenue recognition will occur when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled to in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. See Note 4 — “Revenue” for further details.

In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business" which changes the definition of a business to assist entities with evaluating when a set of acquired assets and activities is a business. ASU 2017-01 requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. ASU 2017-01 is effective for interim and annual reporting

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periods beginning after December 15, 2017. We adopted the ASU as of January 1, 2018, and it did not have a material impact on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, “Compensation — Stock Compensation (Topic 718) — Scope of Modification Accounting”.  The ASU amends the scope of modification accounting for share-based payment arrangements.  The amendments in the ASU provide guidance on types of changes to the terms or conditions of share-based payment awards that would be required to apply modification accounting under ASC 718, “Compensation — Stock Compensation”.  The ASU is effective for interim and annual reporting periods beginning after December 15, 2017.  We adopted the ASU as of January 1, 2018, and it did not have a material impact on our consolidated financial statements.

In March 2018, the FASB issued ASU No. 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”, to add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118 (“SAB 118”), to ASC 740 “Income Taxes”.  SAB 118 was issued by the SEC in December 2017 to provide immediate guidance for accounting implications of U.S. tax reform under the Tax Cuts and Jobs Act (the “Tax Act”), which became effective for us on January 1, 2018. We have evaluated the potential impacts of SAB 118 and have applied this guidance to our consolidated financial statements and related disclosures beginning in the second quarter of its fiscal year 2018. See Note 13 for additional information on SAB 118 and the impacts of the Tax Act.

Recently issued accounting pronouncements not yet adopted

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”. The ASU will require recognition of operating leases with lease terms of more than twelve months on the balance sheet as both assets for the rights and liabilities for the obligations created by the leases. The ASU will require disclosures that provide qualitative and quantitative information for the lease assets and liabilities recorded in the financial statements. The standard is effective for fiscal years beginning after December 15, 2018. We have already revised our credit agreements to address the impact of ASU 2016-02 and continue to assess the effect the guidance will have on our existing accounting policies and consolidated financial statements. We expect there will be an increase in assets and liabilities on the Consolidated Balance Sheets at adoption due to the recording of right-of-use assets and corresponding lease liabilities. We are currently in the process of inventorying embedded leases and have not yet determined the impact to our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment". ASU 2017-04 removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019 and will be applied prospectively. We do not expect the adoption of ASU 2017-04 to have an impact on our financial position, results of operations or cash flows.

Note 4—Revenue

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Adoption changed our accounting policy for revenue recognition. Results for periods prior to January 1, 2018 are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605. The cumulative impact of adopting Topic 606 was immaterial and did not require an adjustment to retained earnings. However, we have reclassified prior year balance sheet and cash flow amounts to conform to current year presentation.

We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts. A substantial portion of our revenue is derived from contracts that are fixed-price or unit-price and is recognized over time as work is completed because of the Company’scontinuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress). For time and material and cost reimbursable plus fee contracts, revenue has been generated under fixed-priceis recognized primarily on an input basis, based on contract costs incurred as defined within the respective contracts. Costs to obtain contracts are generally not significant and are expensed in the period incurred.

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To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as more than one performance obligation. Topic 606 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our evaluation requires significant judgment and the decision to combine a group of contracts or separate a contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. However, occasionally we have contracts with multiple performance obligations. For fixed-price contracts with multiple performance obligations, we allocate the Company recognizes revenues primarilycontract’s transaction price to each performance obligation using the percentage-of-completionobservable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract. The primary method which may result in unevenused to estimate standalone selling price is the expected cost plus a margin approach for each performance obligation. 

As of March 31, 2018, we had $1.88 billion of remaining performance obligations. We expect to recognize approximately 64% of our remaining performance obligations as revenue during the next four quarters and irregular results. In the percentage-of-completion method, estimated contract values,remaining balance thereafter.

Accounting for long-term contracts involves the use of various techniques to estimate total transaction price and costs. For long-term contracts, transaction price, estimated cost at completion and total costs incurred to date are used to calculate revenuesrevenue earned. Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract.  Total estimated costs, and thus contract revenuesrevenue and income, can be impacted by changes in productivity, scheduling, the unit cost of labor, subcontracts, materials and equipment. Additionally, external factors such as weather, client needs, client delays in providing permits and approvals, labor availability, governmental regulation and politics may affect the progress of a project’s completion and thus the timing of revenue recognition. To the extent that original cost estimates are modified, estimated costs to complete increase, delivery schedules are delayed, or progress under a contract is otherwise impeded, cash flow, revenue recognition and profitability from a particular contract may be adversely affected.

Other contract forms — The Company also uses unit price, time and material, and cost reimbursable plus fee contracts.  For these jobs, revenue is recognized primarily based on contractual terms. Generally, time and material and cost reimbursement contract revenues are recognized on an input basis, based on labor hours incurred and on purchases made.  Unit price contracts generally recognize revenue on an output based measurement such as the completion of specific units at a specified unit price.

 

The Company considersnature of our contracts give rise to several types of variable consideration, including contract modifications (change orders and claims), liquidated damages, volume discounts, performance bonuses, incentive fees, and other terms that can either increase or decrease the transaction price. Contracts are often modified to account for changes in contract specifications or requirements. We consider unapproved change orders to be contract variationsmodifications for which customers have not agreed to both scope and price. Costs associated with unapproved change orders are included in the estimated cost to complete and are treated as project costs as incurred. The Company will recognize revenue if we believe it is probable that the contract price will be adjusted and can be reliably estimated.  Unapproved change orders involve the use of estimates, and it is reasonably possible that revisions to the estimated costs and recoverable amounts may be required in future reporting periods to reflect changes in estimates or final agreements with customers.

The Company considersWe consider claims to be amounts it seeks,contract modifications for which we seek, or will seek, to collect from customers, or others, for customer-caused changes in contract specifications or design, or other customer-related causes of unanticipated additional contract costs on which there is no agreement with customers. Claims can also be caused by non-customer-caused changes, such as rain or other weather delays or rain.delays. Costs associated with claimscontract modifications are included in the estimated costs to complete the contracts and are treated as project costs when incurred. ClaimsIn most instances, contract modifications are included infor goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. The effect of a contract modification on the transaction price, and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue to the extent we haveon a reasonable legal basis, the related costs have been incurred, realization is probable, and amounts can be reliably estimated.  Revenue in excesscumulative catch-up basis. In some cases, settlement of contract costs from claims is recognized when an agreement is reached with customers as to the value of the claims, which in some instancesmodifications may not occur until after completion of work under the contract.

 

We estimate variable consideration as the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent we believe we have an enforceable right and it is probable that a significant reversal of cumulative revenue recognized will not occur. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.

At September 30, 2017,March 31, 2018, we had unapproved change orders and claimscontract modifications included in aggregate transaction prices that totaled approximately $81.0 million. These contract value that totalled approximately $87.6 million, whichmodifications were in the process of being negotiated in the normal course of business. Approximately $74.2$68.8 million of unapproved change orders and claimsthe contract modifications had been recognized as revenue on a cumulative percentage-of-completioncatch-up basis through September 30, 2017.March 31, 2018.

 

For all contracts, if an estimate of total contract cost and estimated total revenue indicates a loss on a contract, the projected loss is recognized in full at that time and recognized as an “accrued loss provision” which is included in the accrued expenses and other current liabilities amount on the balance sheet. For fixed price contracts, as the percentage-

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of-completion

As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the cumulative impact of the profit adjustment is used to calculate revenues,recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. In the three months ended March 31, 2018, revenue recognized from performance obligations satisfied in previous periods was  $21.3 million. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full in the period it is identified and recognized as an “accrued loss provision” which is included in “Contract liabilities” on the Condensed Consolidated Balance Sheets. For contract revenue recognized over time, the accrued loss provision is changedadjusted so that the gross profit for the contract remains zero in future periods.

 

Changes in job performance, job conditions and estimated profitability, including those arising from final contract settlements, may result in revisions to costs and income. These revisions are recognized as changes in accounting estimates in the period in which the revisions are identified.

In all forms of contracts, we estimate the Company estimates its collectability of contract amounts at the same time that it estimateswe estimate project costs.  If the Company anticipateswe anticipate that there may be issues associated with the collectability of the full amount calculated as revenues, the Companytransaction price, we may reduce the amount recognized as revenue to reflect the uncertainty associated with realization of the eventual cash collection. For example, when a cost reimbursable project exceeds the client’s expected budget amount, the client frequently requests an adjustment to the final amount. Similarly, some utility clients reserve the right to audit costs for significant periods after performance of the work. In these situations,

The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the Company may choose to defer recognitioncompletion of a portioncertain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue until the client pays for the services.recognition, resulting in unbilled revenue, which is a contract asset. However, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is a contract liability.

 

The caption Costs and estimated earnings“Contract assets” in excess of billings” in the Condensed Consolidated Balance Sheets represents unbilled receivables which arise when revenues have been recorded but the amount will not be billed until a later date.  Balances represent:  (a) unbilled amounts arisingfollowing:

·

unbilled revenue (formerly costs and estimated earnings in excess of billings) which arise when revenue has been recorded but the amount will not be billed until a later date;

·

retainage amounts for the portion of the contract price earned by us for work performed, but held for payment by the customer as a form of security until we reach certain construction milestones; and

·

contract materials for certain job specific materials not yet installed, which are valued using the specific identification method relating the cost incurred to a specific project.

Contract assets consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31, 

 

 

    

2018

    

2017

 

Unbilled revenue

 

$

160,649

 

$

160,092

 

Retention receivable

 

 

64,155

 

 

66,586

 

Contract materials (not yet installed)

 

 

38,128

 

 

39,224

 

 

 

$

262,932

 

$

265,902

 

Contract assets decreased by $3.0 million compared to December 31, 2017 due primarily to reductions in our retention receivable from the usecompletion of the percentage-of-completion method of accounting which may not be billed under the terms of the contract until a later date or project milestone; (b) incurred costs to be billed under cost reimbursement type contracts; (c) amounts arising from routine lags in billing; or (d) the revenue associated with unapproved change orders or claims when realization is probable and amounts can be reliably determined.  For those contracts in which billings exceed contract revenues recognized to date, the excess amounts are includedcertain construction milestones.

The caption “Contract liabilities” in the caption “BillingsCondensed Consolidated Balance Sheets represents deferred revenue (formerly billings in excess of costs and estimated earnings”.

In accordance with applicable terms of certain construction contracts, retainage amounts may be withheld by customers until completion and acceptance of the project.  Some payments of the retainage may not be received for a significant period after completion of our portion of a project.  In some jurisdictions, retainage amounts are deposited into an escrow account.

Significant revisions in contract estimates Revenue recognition is basedearnings) on the percentage-of-completion method for fixed-price contracts. Under this method, the costs incurred to date as a percentage of total estimated costs are used to calculate revenue. Total estimated costs, and thus contract revenues and margin, are impacted by many factors, which can cause significant changes in estimates during the life cycle of a project.

For projects that were in process at the end of the prior year or a prior quarter, there can be a difference in revenues and profits that would have been recognized in the prior year or prior quarter had current estimates of costs to complete been used at the end of the prior year or prior quarter.

Customer concentration — The Company operates in multiple industry segments encompassing the engineering and construction of commercial, industrial and public works infrastructure assets primarily throughout the United States. Typically, the top ten customers in any one calendar year generate revenuesbillings in excess of 50% of total revenues; however,contract revenue recognized to date, and the group that comprises the top ten customers varies from year to year.accrued loss provision.

 

During the three and nine months ended September 30, 2017, revenues generated by the top ten customers were approximately $317.2 million and $1,058.5 million, respectively, which represented 52.2% and 58.8%, respectively, of total revenues during the period. During the periods, a California utility project represented 10.6% and 8.8% of total revenues, respectively and Texas Department of Transportation (“TXDOT”) represented 8.4% and 9.8% of total revenues, respectively.

During the three and nine months ended September 30, 2016, revenues generated by the top ten customers were $272.0 million and $805.0 million, respectively, which represented 53.5% and 57.7%, respectively, of total revenues during the period.  During the periods, a Louisiana petrochemical project represented 10.3% and 11.6% of total revenues, respectively and TXDOT represented 7.9% and 10.4% of total revenues, respectively.

At September 30, 2017, approximately 10.8% of the Company’s accounts receivable were due from one customer, and that customer provided 7.9% of the Company’s revenues for the nine months ended September 30, 2017. 

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In addition, of total accounts receivable, approximately 11.2% are from one customer with whom the Company is currently in dispute resolution. See Note 17 – “Commitments and Contingencies”.

At September 30, 2016, approximately 15.4% of the Company’s accounts receivable were due from one customer, and that customer provided 11.6% of the Company’s revenues for the nine months ended September 30, 2016. In addition, approximately 11.2% of total accounts receivable at September 30, 2016 were in dispute resolution.

Multiemployer plans Various subsidiaries are signatories to collective bargaining agreements.  These agreements require that the Company participate in and contribute to a number of multiemployer benefit plans for its union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits, and administer the plan. Federal law requires that if the Company were to withdraw from an agreement, it would incur a withdrawal obligation. The potential withdrawal obligation may be significant. In accordance with Generally Accepted Accounting Principles (“GAAP”), any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated.

Inventory and uninstalled contract materials — Inventory consists of expendable construction materials and small tools that will be used in construction projects and is valued at the lower of cost, using first-in, first-out method, or net realizable value. Uninstalled contract materials are certain job specific materials not yet installed, for highway construction projects, which are valued using the specific identification method relating the cost incurred to a specific project. In most cases, the Company is able to invoice a state agency for the materials, but title will not pass to the state agency until the materials are installed.

Note 3—Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, with several clarifying updates issued during 2016 and 2017. The new standard is effective for reporting periods beginning after December 15, 2017. The new standard will supersede all current revenue recognition standards and guidance.  Revenue recognition will occur when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled to in exchange for those goods or services. The mandatory adoption will require new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. The standard permits the “modified retrospective method”, which requires prospective application of the new standard as a cumulative-effect adjustment. The Company expects to adopt this new standard using the modified retrospective method that will result in a cumulative-effect adjustment to retained earnings as of the date of adoption.  The adoption will only apply to customer contracts that are not substantially complete as of January 1, 2018.

The Company is currently evaluating the impact of adopting the standard on the Company’s financial position, results of operations, cash flows and related disclosures.  While we are still in our evaluation process, we do not expect Topic 606 to have a material impact on our financial statements, though internal documentation and record keeping may be significantly impacted.  The impact to our results is not believed to be material because Topic 606 generally supports the recognition of revenue over time under the cost-to-cost method for the majority of our contracts, which is consistent with our current percentage of completion revenue recognition model.  In most of our fixed price contracts, the customer typically controls the work in process as evidenced either by contractual termination clauses or by our rights to payment for work performed to date to deliver services that do not have an alternative use to us. 

The Company does not expect the new standard to materially affect the total revenue that can be recognized over the life of a construction project; however, the revenue recognized on a quarterly basis during the construction period may change. We believe that Topic 606 is likely to be more impactful to certain of our lump sum projects as a resultContract liabilities consist of the following potential changes from our current practices:

(in thousands):

§

Performance obligations – Topic 606 requires a review of contracts and contract modifications to determine whether there are multiple performance obligations.  Each separate performance obligation must be accounted for as a distinct project, which could impact the timing of revenue recognition.  There is a potential that some of our contracts may have multiple performance obligations which may affect the timing of revenue recognition.

 

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31, 

 

 

    

2018

    

2017

 

Deferred revenue

 

$

129,679

 

$

159,034

 

Accrued loss provision

 

 

7,701

 

 

10,067

 

 

 

$

137,380

 

$

169,101

 

 

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Contract liabilities decreased $31.7 million compared to December 31, 2017 primarily due to lower deferred revenue.

Revenue recognized for the three months ended March 31, 2018, that was included in the contract liability balance at the beginning of the year was approximately $120.0 million.

The following tables present our revenue disaggregated into various categories.

MSA and Non-MSA revenue was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2018

 

Segment

    

MSA

    

Non-MSA

    

Total

 

Power

 

$

19,398

 

$

147,157

 

$

166,555

 

Pipeline

 

 

7,280

 

 

50,303

 

 

57,583

 

Utilities

 

 

119,767

 

 

46,943

 

 

166,710

 

Civil

 

 

 —

 

 

113,271

 

 

113,271

 

Total

 

$

146,445

 

$

357,674

 

$

504,119

 

Revenue by contract type was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2018

 

Segment

    

Fixed-price

    

Unit-price

    

Cost reimbursable (1)

    

Total

 

Power

 

$

116,655

 

$

11,112

 

$

38,788

 

$

166,555

 

Pipeline

 

 

12,520

 

 

18,645

 

 

26,418

 

 

57,583

 

Utilities

 

 

64,064

 

 

66,751

 

 

35,895

 

 

166,710

 

Civil

 

 

9,643

 

 

87,080

 

 

16,548

 

 

113,271

 

Total

 

$

202,882

 

$

183,588

 

$

117,649

 

$

504,119

 


§(1)

Variable consideration – In accordance with Topic 606, revenue recognition must account for variable consideration, including potential liquidated damagesIncludes time and customer discounts. Currently, we assess the impact of liquidated damages as an estimatedmaterial and cost of the project.  The adoption of the new standard may affect the timing of the recognition of revenue for both liquidated damages and discounts. 

§

Mobilization costs – Mobilization costs typically include costs to provide labor, equipment and facilities to a project site and they are recorded currently as project costs as incurred.  Topic 606 requires these costs to be capitalized as an asset and amortized over the duration of the project.

§

Significant components – For some projects, we may purchase equipment from a third party, such as micro–LNG equipment, and install the equipment at the project site.  Under today’s standard, the Company recognizes the associated revenue and profit for the equipment.  Depending on the terms of the contract, under the new standard, revenue may be recognized without profit.   reimbursable plus fee contracts.

 

We expect significant expanded disclosures relatingEach of these contract types presents advantages and disadvantages. Typically, we assume more risk with fixed-price contracts. Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract. However, these types of contracts offer additional profits when we complete the work for less than originally estimated. Unit-price and cost reimbursable contracts generally subject us to revenue recognized during each period. We do not expect Topic 606 to have a material impactlower risk. Accordingly, the associated base fees are usually lower than fees earned on fixed-price contracts. Under these contracts, our consolidated balance sheet.profit may vary if actual costs vary significantly from the negotiated rates.

 

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”. The ASU will require recognition of operating leases with lease terms of more than twelve months on the balance sheet as both assets for the rights and liabilities for the obligations created by the leases. The ASU will require disclosures that provide qualitative and quantitative information for the lease assets and liabilities recorded in the financial statements. The guidance is effective for fiscal years beginning after December 15, 2018. The Company is reviewing the impact of the ASU and will establish procedures to adopt the ASU.

In March 2016, the FASB issued ASU 2016-09 “Compensation — Stock Compensation (Topic 718) — Improvements to Employee Share-Based Payment Accounting”. The ASU modifies the accounting for excess tax benefits and tax deficiencies associated with share-based payments by requiring that excess tax benefits or deficiencies be included in the income statement rather than in equity.  Additionally, the tax benefits for dividends on share-based payment awards will also be reflected in the income statement. As a result of these modifications, the ASU requires that the tax-related cash flows resulting from share-based payments will be shown on the cash flow statement as operating activities rather than as financing activities. The Company adopted the ASU as of January 1, 2017, which did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business" which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. ASU 2017-01 requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017. The Company does not expect the adoption of ASU 2017-01 to have an impact on its financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment". ASU 2017-04 removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019 and will be applied prospectively. The Company does not expect the adoption of ASU 2017-04 to have an impact on its financial position, results of operations or cash flows.

In May 2017, the FASB issued ASU 2017-09, “Compensation — Stock Compensation (Topic 718) — Scope of Modification Accounting”.  The ASU amends the scope of modification accounting for share-based payment arrangements.  The amendments in the ASU provide guidance on types of changes to the terms or conditions of share-based payment awards would be required to apply modification accounting under ASC 718, “Compensation — Stock Compensation”.  The ASU is effective for interim and annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company does not expect the adoption of ASU 2017-09 to have an impact on its financial position, results of operations or cash flows.

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Note 4—5—Fair Value Measurements

 

ASC Topic 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements.  ASC Topic 820 addresses fair value GAAP for financial assets and financial liabilities that are re-measured and reported at fair value at each reporting period and for non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis.

 

In general, fair values determined by Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are “unobservable data points” for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

 

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The following table presents, for each of the fair value hierarchy levels identified under ASC Topic 820, the Company’sour financial assets and liabilities that are required to be measured at fair value at September 30, 2017March 31, 2018 and December 31, 2016:2017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date

 

 

    

 

 

    

 

 

    

Significant

    

 

 

 

 

 

Amount

 

Quoted Prices

 

Other

 

Significant

 

 

 

Recorded

 

in Active Markets

 

Observable

 

Unobservable

 

 

 

on Balance

 

for Identical Assets

 

Inputs

 

Inputs

 

 

 

Sheet

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Assets as of September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

143,235

 

$

143,235

 

 —

 

 

 —

 

Short-term investments

 

 

19,304

 

 

19,304

 

 —

 

 

 —

 

Liabilities as of September 30, 2017: 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

1,252

 

 

 —

 

 —

 

 

1,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

135,823

 

$

135,823

 

 —

 

 

 —

 

Liabilities as of December 31, 2016: 

 

 

 

 

 

 

 

 

 

 

 

 

    None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date

 

 

    

 

 

    

Significant

    

 

 

 

 

 

Quoted Prices

 

Other

 

Significant

 

 

 

in Active Markets

 

Observable

 

Unobservable

 

 

 

for Identical Assets

 

Inputs

 

Inputs

 

 

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

Assets as of March 31, 2018:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

134,172

 

$

 —

 

$

 —

 

Liabilities as of March 31, 2018: 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 —

 

$

 —

 

$

728

 

 

 

 

 

 

 

 

 

 

 

 

Assets as of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

170,385

 

$

 —

 

$

 —

 

Liabilities as of December 31, 2017: 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 —

 

$

 —

 

$

716

 

 

Other financial instruments of the Company not listed in the table consist of accounts receivable, note receivable, accounts payable and certain accrued liabilities.  These financial instruments generally approximate fair value based on their short-term nature.  The carrying value of the Company’sour long-term debt approximates fair value based on comparison with current prevailing market rates for loans of similar risks and maturities. 

 

The following table provides changes to the Company’sour contingent consideration liability Level 3 fair value measurements during the ninethree months ended September 30, 2017 and 2016:March 31, 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Significant Unobservable Inputs

 

 

Significant Unobservable Inputs

 

 

(Level 3)

 

 

(Level 3)

 

Contingent Consideration Liability

    

2017

    

2016

 

    

2018

 

Beginning balance, January 1,

 

$

 —

 

$

 —

 

 

$

716

 

Additions to contingent consideration liability:

 

 

 

 

 

 

 

Florida Gas Contractors acquisition

 

 

1,200

 

 

 —

 

Change in fair value of contingent consideration liability during year

 

 

52

 

 

 —

 

 

 

12

 

Ending balance, September 30,

 

$

1,252

 

$

 —

 

Ending balance, March 31,

 

$

728

 

 

On a quarterly basis, the Company assesseswe assess the estimated fair value of the contractual obligation to pay the contingent consideration and any changes in estimated fair value are recorded as a non-operating charge in Other expense in the Company’s Consolidated Statementsour Statement of Income.  Fluctuations in the fair value of contingent consideration are impacted by two unobservable inputs, management’s estimate of the probability (which has ranged from 33% to 100%) of the acquired company meeting the contractual operating performance target and the estimated discount rate (a rate that approximates the Company’sour cost of capital). Significant changes in either of those inputs in isolation would result in a different fair value measurement.  Generally, a change in the assumption of the probability of meeting the performance target is accompanied by a directionally similar change in the fair value of contingent consideration liability, whereas a change in assumption used of the estimated discount rate is accompanied by a directionally opposite change in the fair value of contingent consideration liability.

 

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Note 5—Accounts Receivable

The following is a summary of the Company’s accounts receivable:

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

 

2017

 

2016

 

Contracts receivable, net of allowance for doubtful accounts of $480 at September 30, 2017 and $1,030 at December 31, 2016, respectively

 

$

292,281

 

$

340,871

 

Retention receivable

 

 

59,388

 

 

46,394

 

 

 

 

351,669

 

 

387,265

 

Other accounts receivable

 

 

5,182

 

 

735

 

 

 

$

356,851

 

$

388,000

 

 

 

Note 6—Costs and Estimated Earnings on Uncompleted Contracts

Costs and estimated earnings on uncompleted contracts consist of the following:

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

2017

 

2016

Costs incurred on uncompleted contracts

 

$

5,475,483

 

$

5,391,124

Gross profit recognized

 

 

458,018

 

 

456,871

 

 

 

5,933,501

 

 

5,847,995

Less: billings to date

 

 

(5,914,959)

 

 

(5,821,983)

 

 

$

18,542

 

$

26,012

This amount is included in the accompanying consolidated balance sheets under the following captions:

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

2017

 

2016

Costs and estimated earnings in excess of billings

 

$

177,662

 

$

138,618

Billings in excess of cost and estimated earnings

 

 

(159,120)

 

 

(112,606)

 

 

$

18,542

 

$

26,012

Note 76 — Business Combinations

 

On January 29, 2016, the Company’s subsidiary, Primoris AV, acquired certain assets and liabilities of Mueller Concrete Construction Company for $4.1 million. The purchase was accounted for using the acquisition method of accounting.  During the second quarter of 2016, the Company finalized its estimate of fair value of the acquired assets of Mueller, which included $2.0 million of fixed assets, $2.0 million of goodwill and $0.1 million of inventory. Mueller operates as a division of Primoris AV, within the Utilities segment.  Goodwill largely consists of expected benefits from providing foundation expertise for Primoris AV’s construction efforts in underground line work, substations and telecom/fiber.  Goodwill also includes the value of the assembled workforce that the Mueller acquisition provides to the Primoris AV business.  Based on the current tax treatment, goodwill will be deductible for income tax purposes over a fifteen-year period.

On June 24, 2016, the Company’s subsidiary, Vadnais Trenchless, purchased property, plant and equipment from Pipe Jacking Unlimited, Inc., consisting of specialty directional drilling and tunneling equipment for $13.4 million in cash. The Company determined this purchase did not meet the definition of a business as defined under ASC 805. The estimated fair value of the equipment was equal to the purchase price.  The Company believes the purchase of the equipment will aid in the Company’s pipeline construction projects and enhance the work provided to our utility clients.

On November 18, 2016, the Company’s subsidiary, Primoris AV, acquired certain assets and liabilities of Northern Energy & Power for $6.8 million.  The acquired business unit name was changed to Primoris Renewable Energy (“PRE”).  PRE operates in the Power segment and serves the renewable energy sector with a specific focus on solar photovoltaic installations in the United States.  The purchase was accounted for using the acquisition method of

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accounting.  During the second quarter of 2017, the Company finalized its estimated fair value of the acquired assets of PRE, which resulted in a $0.1 million reduction in goodwill compared to amounts previously recorded.  The allocation of the total purchase price included fixed assets of $0.1 million; intangible assets of $3.0 million; and goodwill of $3.7 million.  Intangible assets consist of customer relationships.  Goodwill largely consists of synergies expected from expanded operations as well as the value of the assembled workforce that PRE provides.  Based on the current tax treatment, goodwill will be deductible for income tax purposes over a fifteen-year period. 

On May 26, 2017, the Company’s subsidiary, PDS,we acquired certain assets of Florida Gas Contractors,FGC, a utility contractor specializing in underground natural gas infrastructure, for approximately $33.0 million in cash.  In addition, the sellers could receive a contingent earnout amount of up to $1.5 million over a one-year period ending May 26, 2018, based on the achievement of certain operating targets.  The estimated fair value of the potential contingent consideration onas of the acquisition date was $1.2 million.  FGC operates in the Utilities segment and expands the Company’sour presence in the Florida and Southeast markets.  The purchase was accounted for using the acquisition method of accounting.  The preliminary allocationDuring the fourth quarter of 2017, we finalized the total purchase price consisted of $4.8 million of fixed assets; $4.2 million of working capital; $10.5 million of intangible assets; and $14.7 million of goodwill. The Company continues to assess the final cutoff data and expects to finalize its estimate of fair value of the acquired assets of FGC, during the fourth quarterwhich included $4.8 million of 2017.fixed assets; $3.3 million of working capital; $9.1 million of intangible assets; and $17.0 million of goodwill. In connection with the FGC acquisition, the Companywe also paid $3.5 million to acquire certain land and buildings.  Intangible assets primarily consist of customer relationships.  Goodwill associated with the FGC acquisition principally consists of expected benefits from providing expertise for the Company’sour construction efforts in the underground utility business as well as the expansion of the Company’sour geographic presence.  Goodwill

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also includes the value of the assembled workforce that the FGC acquisition provides to the Company.us.  Based on the current tax treatment, goodwill will be deductible for income tax purposes over a fifteen-year period. For the three months ended March 31, 2018, FGC contributed revenue of $7.6 million and gross profit of $2.2 million.

 

On May 30, 2017, the Company’s subsidiary, PD&C,we acquired certain engineering assets for approximately $2.3 million in cash.  PD&C operates in the Power segment and the acquisition futhercash, which further enhances itsour ability to provide quality service for engineering and design projects.  The purchase was accounted for using the acquisition method of accounting.  The preliminary allocation of the total purchase price consisted of $0.2 million of fixed assets and $2.1 million of intangible assets. Intangible assets primarily consist of customer relationships. The operations of this acquisition were fully integrated into our Power segment operations and no separate financial results were maintained. Therefore, it is impracticable for us to report separately the amounts of revenue and gross profit included in the Condensed Consolidated Statements of Income.

 

On June 16, 2017, the Companywe acquired certain assets and liabilities of Coastal Field Services for approximately $27.5 million in cash.  Coastal provides pipeline construction and maintenance, pipe and vessel coating and insulation, and integrity support services for companies in the oil and gas industry.  Coastal operates in the Pipeline segment and increases the Company’sour market share in the Gulf Coast energy market.  The purchase was accounted for using the acquisition method of accounting.  The preliminary allocation of the total purchase price consisted of $4.0 million of fixed assets; $4.6 million of working capital; $9.9 million of intangible assets; $9.3 million of goodwill; and $0.3 million of long-term capital leases. The Company continuesWe continue to assess the final cutoff data and expectsexpect to finalize itsthe estimate of fair value of the acquired assets of Coastal during the fourthsecond quarter of 2017.2018. Intangible assets primarily consist of customer relationships and tradename. Goodwill associated with the Coastal acquisition principally consists of expected benefits from providing expertise for the Company’sour expansion of services in the pipeline construction and maintenance business. Goodwill also includes the value of the assembled workforce that the Coastal acquisition provides to the Company.us. Based on the current tax treatment, goodwill will be deductible for income tax purposes over a fifteen-year period. For the three months ended March 31, 2018, Coastal contributed revenue of $5.0 million and gross profit of $0.4 million.

 

Supplemental Unaudited Pro Forma Information for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016

 

The following pro forma information for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 presents theour results of operations of the Company as if thesethe acquisitions of FGC and Coastal had occurred at the beginning of 2016.2017.  The supplemental pro forma information has been adjusted to include:

 

·

the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment, based on the purchase price allocations; and

 

·

the pro forma tax effect of both the income before income taxes, and the pro forma adjustments, calculated using a tax rate of 36.5%23.5% and 44.2%37.0% for the three and nine months ended September 30,March 31, 2018 and 2017, and 2016, respectively.

 

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The pro forma results are presented for illustrative purposes only and are not necessarily indicative of, or intended to represent, the results that would have been achieved had the various acquisitions been completed on January 1, 2016.2017.  For example, the pro forma results do not reflect any operating efficiencies and associated cost savings that the Companywe might have achieved with respect to the acquisitions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 

 

Nine Months Ended September 30, 

 

 

Three Months Ended March 31, 

 

 

2017

    

2016

    

2017

    

2016

 

    

2018

    

2017

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

(unaudited)

 

(unaudited)

 

Revenues

 

$

608,311

 

$

533,609

 

$

1,827,045

 

$

1,441,319

 

Revenue

 

$

504,119

 

$

577,142

 

Income before provision for income taxes

 

$

32,086

 

$

12,977

 

$

83,458

 

$

24,752

 

 

$

4,428

 

$

14,156

 

Net income attributable to Primoris

 

$

20,597

 

$

6,816

 

$

52,068

 

$

13,675

 

 

$

688

 

$

8,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

51,441

 

 

51,780

 

 

51,491

 

 

51,759

 

 

 

51,479

 

 

51,594

 

Diluted

 

 

51,707

 

 

52,034

 

 

51,751

 

 

51,978

 

 

 

51,747

 

 

51,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.40

 

$

0.13

 

$

1.01

 

$

0.26

 

 

$

0.01

 

$

0.16

 

Diluted

 

$

0.40

 

$

0.13

 

$

1.01

 

$

0.26

 

 

$

0.01

 

$

0.16

 

Pending merger with Willbros Group, Inc.

On March 27, 2018, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with  Waco Acquisition Vehicle, Inc., our wholly owned subsidiary (“Merger Sub”) and Willbros Group, Inc., (“Willbros”), pursuant to which Merger Sub will merge with and into Willbros (the “Merger”), with Willbros surviving the Merger as our wholly-owned subsidiary. The Merger Agreement includes customary representations, warranties and covenants. At the effective time of the Merger, we will pay $0.60 per share for all of Willbros’ outstanding common stock and will settle all of the existing Willbros debt obligations, for a purchase price of approximately $100.0 million. The Merger Agreement is expected to close in the second quarter of 2018, subject to satisfaction of customary closing conditions, including approval of the Merger Agreement by the requisite vote of Willbros’ stockholders.

In connection with the Merger, we agreed to provide, at our discretion, up to $20.0 million in secured bridge financing to support Willbros’ working capital needs through the Closing Date (as defined in the Merger Agreement). At March 31, 2018, we had provided $10.0 million in secured bridge financing which is shown as a Note receivable on the Condensed Consolidated Balance Sheets. We are under no obligation to provide any future advances. In the event the Merger does not close, we expect the note to be repaid in 2018.

 

 

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Note 8—7—Goodwill and Intangible Assets

 

Goodwill by segment was recorded as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

September 30, 

 

December 31, 

 

    

March 31, 

 

December 31, 

 

Reporting Segment

 

2017

 

2016

 

 

2018

 

2017

 

Power

 

$

24,391

 

$

24,512

 

 

$

24,391

 

$

24,391

 

Pipeline

 

 

51,521

 

 

42,252

 

 

 

51,521

 

 

51,521

 

Utilities

 

 

35,056

 

 

20,312

 

 

 

37,312

 

 

37,312

 

Civil

 

 

40,150

 

 

40,150

 

 

 

40,150

 

 

40,150

 

Total Goodwill

 

$

151,118

 

$

127,226

 

 

$

153,374

 

$

153,374

 

 

At September 30, 2017March 31, 2018 and December 31, 2016,2017, intangible assets other than goodwill totaled $48.7$42.4 million and $32.8$44.8 million, respectively, net of amortization.  The table below summarizes the intangible asset categories, amounts and the average amortization periods, which are on a straight-line basis:basis (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

September 30, 

 

December 31, 

 

 

 

 

March 31, 2018

 

December 31, 2017

 

    

Period

    

2017

    

2016

 

    

Weighted

Average Life

    

Gross Carrying

Amount

    

Accumulated

Amortization

    

Gross Carrying

Amount

    

Accumulated

Amortization

 

Tradename

 

3 to 10 years

 

$

10,918

 

$

11,754

 

 

9 years

 

$

31,790

 

$

(22,836)

 

$

32,175

 

$

(22,238)

 

Customer relationships

 

3 to 15 years

 

 

36,306

 

 

20,136

 

 

10 years

 

 

49,900

 

 

(17,661)

 

 

49,900

 

 

(16,338)

 

Non-compete agreements

 

2 to 5 years

 

 

1,186

 

 

951

 

 

5 years

 

 

1,900

 

 

(915)

 

 

1,900

 

 

(820)

 

Other

 

3 years

 

 

245

 

 

 —

 

 

3 years

 

 

275

 

 

(77)

 

 

275

 

 

(54)

 

 

 

 

$

48,655

 

$

32,841

 

 

 

 

$

83,865

 

$

(41,489)

 

$

84,250

 

$

(39,450)

 

 

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Amortization expense of intangible assets was $2.6$2.4 million and $1.8$1.7 million for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively and amortization expense for the nine months ended September 30, 2017 and 2016 was $6.2 million and $5.0 million, respectively. Estimated future amortization expense for intangible assets is as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

    

Estimated

 

    

Estimated

 

 

Intangible

 

 

Intangible

 

For the Years Ending

 

Amortization

 

 

Amortization

 

December 31,

 

Expense

 

 

Expense

 

2017 (remaining three months)

 

$

2,505

 

2018

 

 

9,741

 

2018 (remaining nine months)

 

$

7,084

 

2019

 

 

9,393

 

 

 

9,193

 

2020

 

 

6,650

 

 

 

6,442

 

2021

 

 

5,413

 

 

 

5,202

 

2022

 

 

4,048

 

Thereafter

 

 

14,953

 

 

 

10,407

 

 

$

48,655

 

 

$

42,376

 

 

 

Note 9—8—Accounts Payable and Accrued Liabilities

 

At September 30, 2017March 31, 2018 and December 31, 2016,2017, accounts payable were $153.7$131.0 million and $168.1$140.9 million, respectively. These balances included retention amounts for the same periods of approximately $11.8$14.0 million and $10.6$13.5 million, respectively.  The retention amounts are due to subcontractors and have been retained pending contract completion and customer acceptance of jobs.

 

The following is a summary of accrued expenses and other current liabilities:liabilities (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

March 31, 

 

December 31, 

 

2017

 

2016

 

2018

 

2017

Payroll and related employee benefits

 

$

52,755

 

$

43,768

 

$

41,530

 

$

45,708

Insurance, including self-insurance reserves

 

 

46,835

 

 

42,546

 

 

47,282

 

 

47,256

Reserve for estimated losses on uncompleted contracts

 

 

12,562

 

 

12,801

Corporate income taxes and other taxes

 

 

8,553

 

 

3,368

 

 

3,051

 

 

2,843

Accrued administrative cost

 

 

1,719

 

 

2,741

Other

 

 

3,202

 

 

2,782

 

 

8,046

 

 

6,361

 

$

125,626

 

$

108,006

 

$

99,909

 

$

102,168

 

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Note 10—9—Credit Arrangements

 

Long-term debt and credit facilities consist of the following:following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

March 31, 

 

December 31, 

 

    

2017

 

2016

 

    

2018

    

2017

 

Commercial equipment notes

 

$

153,987

 

$

161,148

 

 

$

152,759

 

$

165,532

 

Mortgage notes

 

 

11,372

 

 

7,564

 

 

 

11,145

 

 

11,242

 

Revolving credit facility

 

 

 —

 

 

 —

 

 

 

 —

 

 

 —

 

Senior secured notes

 

 

89,286

 

 

92,858

 

 

 

82,143

 

 

82,143

 

 

$

254,645

 

$

261,570

 

Total debt

 

 

246,047

 

 

258,917

 

Unamortized debt issuance costs

 

 

(100)

 

 

(102)

 

Total debt, net

 

$

245,947

 

$

258,815

 

Less: current portion

 

 

(62,697)

 

 

(58,189)

 

 

 

(63,975)

 

 

(65,464)

 

Long-term debt, net of current portion

 

$

191,948

 

$

203,381

 

 

$

181,972

 

$

193,351

 

 

 

 

 

 

The weighted average interest rate on total debt outstanding at March 31, 2018 and December 31, 2017 was 3.0%.

 

Commercial Notes Payable and Mortgage Notes Payable

 

From time to time, the Company enterswe enter into commercial equipment notes payable with various equipment finance companies and banks. At September 30, 2017,March 31, 2018, interest rates ranged from 1.78% to 3.51% per annum and maturity dates rangeranging from June 15, 2018 to August 22,December 15, 2022. The notes are secured by certain construction equipment of the Company.equipment.

 

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The CompanyWe also entered into two secured mortgage notes payable to a bank in December 2015 totaling $8.0 million, with interest rates of 4.3% per annum and maturity dates of January 1, 2031. The mortgage notes are secured by two buildings.

 

During the nine months ended September 30, 2017, the Companywe acquired three properties from a related party and assumed mortgage notes secured by the properties totaling $4.2 million, with interest rates of 5.0% per annum and maturity dates of October 1, 2038.

 

Revolving Credit Facility

 

On September 29, 2017, the Companywe entered into an amended and restated credit agreement (the “Credit Agreement”) with CIBC Bank USA, as administrative agent (the “Administrative Agent”) and co-lead arranger, The Bank of the West, as co-lead arranger, and Branch Banking and Trust Company, IBERIABANK, Bank of America, and Simmons Bank (the “Lenders”), which increased itsour borrowing capacity from $125.0 million to $200.0 million. The Credit Agreement consists of a $200.0 million revolving credit facility whereby the Lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit for up to the $200.0 million committed amount.amount, and contains an accordion feature that will allow us to increase the borrowing capacity thereunder from $200.0 million up to $250.0 million, subject to obtaining additional or increased lender commitments. The termination date of the Credit Agreement is September 29, 2022. The CompanyWe capitalized $0.6 million of debt issuance costs during the third quarter of 2017 that isare being amortized as interest expense over the life of the Credit Agreement.

 

The principal amount of any loans under the Credit Agreement will bear interest at either: (i) LIBOR plus an applicable margin as specified in the Credit Agreement (based on the Company’sour senior debt to EBITDA ratio as defined in the Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent). Quarterly non-useNon-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Credit Agreement.

 

The principal amount of any loan drawn under the Credit Agreement may be prepaid in whole or in part at any time, with a minimum prepayment of $5.0 million.

 

The Credit Agreement includes customary restrictive covenants for facilities of this type, as discussed below.

 

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Commercial letters of credit outstanding were $19.5$20.3 million at September 30, 2017 and $16.2 million at DecemberMarch 31, 2016.2018. Other than commercial letters of credit, there were no borrowings under the Credit Agreement or the previous credit agreement during the ninethree months ended September 30, 2017,March 31, 2018, and available borrowing capacity at September 30, 2017March 31, 2018 was $180.5$179.7 million.

 

Senior Secured Notes and Shelf Agreement

 

On December 28, 2012, the Companywe entered into a $50.0 million Senior Secured Notes purchase agreement (“Senior Notes”) and a $25.0 million private shelf agreement (the “Notes Agreement”) by and among the Company,us, The Prudential Investment Management, Inc. and certain Prudential affiliates (the “Noteholders”). On June 3, 2015, the Notes Agreement was amended to provide for the issuance of additional notes of up to $75.0 million over the three year period ending June 3, 2018 ("Additional Senior Notes").

 

The Senior Notes amount was funded on December 28, 2012. The Senior Notes are due December 28, 2022 and bear interest at an annual rate of 3.65%, paid quarterly in arrears. Annual principal payments of $7.1 million are required from December 28, 2016 through December 28, 2021 with a final payment due on December 28, 2022. The principal amount may be prepaid, with a minimum prepayment of $5.0 million, at any time, subject to make-whole provisions.

 

On July 25, 2013, the Companywe drew $25.0 million available under the Notes Agreement.  The notes are due July 25, 2023 and bear interest at an annual rate of 3.85%, paid quarterly in arrears.  Seven annual principal payments of $3.6 million are required from July 25, 2017 with a final payment due on July 25, 2023.

 

On November 9, 2015, the Companywe drew $25.0 million available under the Additional Senior Notes Agreement. The notes are due November 9, 2025 and bear interest at an annual rate of 4.6%, paid quarterly in arrears. Seven annual principal payments of $3.6 million are required from November 9, 2019, with a final payment due on November 9, 2025.

 

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Loans made under both the Credit Agreement and the Notes Agreement are secured by our assets, including, among others, our cash, inventory, goods, equipment (excluding equipment subject to permitted liens), and accounts receivable. All of our domestic subsidiaries have issued joint and several guaranties in favor of the Lenders and Noteholders for all amounts under the Credit Agreement and Notes Agreement.

 

Both the Credit Agreement and the Notes Agreement contain various restrictive and financial covenants including, among others, senior debt/EBITDA ratio and debt service coverage requirements. In addition, the agreements include restrictions on investments, change of control provisions and provisions in the event the Company disposeswe dispose more than 20% of itsour total assets.

 

The Company wasWe were in compliance with the covenants for the Credit Agreement and Notes Agreement at September 30, 2017.March 31, 2018.

 

Canadian Credit Facility

 

The Company hasWe have a demand credit facility for $8.0 million in Canadian dollars with a Canadian bank for purposes of issuing commercial letters of credit in Canada.  The credit facility has an annual renewal and provides for the issuance of commercial letters of credit for a term of up to five years. The facility provides for an annual fee of 1.0% for any issued and outstanding commercial letters of credit. Letters of credit can be denominated in either Canadian or U.S. dollars. At DecemberMarch 31, 2016, there were no2018, letters of credit outstanding.  Letters of credit outstanding was $0.5 million in Canadian dollars, at September 30, 2017, and the available borrowing capacity was $7.5 million in Canadian dollars.  The credit facility contains a working capital restrictive covenant for OnQuest Canada, ULC.  At September 30, 2017,March 31, 2018, OnQuest Canada, ULC was in compliance with the covenant.

 

 

Note 1110 — Noncontrolling Interests

 

The Company isWe are currently participating in two joint ventures, each of which hasoperates in the Power segment. Both joint ventures have been determined to be a variable interest entity (“VIE”), with the Company asVIE and we were determined to be the primary beneficiary as a result of itsour significant influence over the joint venture operations.

 

Each joint venture is a partnership, and consequently, nothe tax effect has beenof only our share of the income was recognized for the income.by us.  The net assets of the joint ventures are restricted for use by the specific project and are not available for our general operations of the Company.operations.

 

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Table of Contents

Carlsbad Joint Venture

 

The Carlsbad joint venture operating activities began in 2015 and are included in the Company’s consolidated statementsour Condensed Consolidated Statements of incomeIncome as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 

 

Nine Months Ended September 30, 

 

 

Three Months Ended March 31, 

 

 

2017

    

2016

    

2017

    

2016

 

    

2018

    

2017

 

Revenues

 

$

28,722

 

$

608

 

$

65,725

 

$

7,276

 

Revenue

 

$

41,820

 

$

10,800

 

Net income attributable to noncontrolling interests

 

 

550

 

 

41

 

 

930

 

 

327

 

 

$

3,114

 

$

368

 

 

The Carlsbad joint venture made no distributions to the partners, and the Companywe made no capital contributions to the Carlsbad joint venture during the ninethree months ended September 30, 2017. The project is expected to be completed inMarch 31, 2018.

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The carrying value of the assets and liabilities associated with the operations of the Carlsbad joint venture are included in the Company's consolidated balance sheets as follows:

jjjjjj

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

 

2017

 

2016

 

Cash

 

$

51,869

 

$

4,630

 

Accounts receivable

 

$

10,832

 

$

 —

 

Costs and estimated earnings in excess of billings

 

$

 —

 

$

124

 

Billings in excess of costs and estimated earnings

 

$

42,964

 

$

3,426

 

Accounts payable

 

$

16,882

 

$

286

 

Due to Primoris

 

$

 —

 

$

46

 

Wilmington Joint Venture

The Wilmington joint venture operating activities began in October 2015 and are included in the Company's consolidated statements of income as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 

 

Nine Months Ended September 30, 

 

 

 

2017

    

2016

    

2017

    

2016

 

Revenues

 

$

5,143

 

$

6,140

 

$

29,742

 

$

11,057

 

Net income attributable to noncontrolling interests

 

 

987

 

 

211

 

 

2,279

 

 

379

 

The Wilmington joint venture made no distributions to the partners, and the Company made no capital contributions to the Wilmington joint venture during the nine months ended September 30, 2017. The project is expected to be completed in 2018.

 

The carrying value of the assets and liabilities associated with the operations of the Carlsbad joint venture are included in our Condensed Consolidated Balance Sheets as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31, 

 

 

 

2018

 

2017

 

Cash

 

$

51,862

 

$

44,308

 

Accounts receivable

 

$

18,621

 

$

15,343

 

Contract liabilities

 

$

34,092

 

$

42,743

 

Accounts payable

 

$

6,220

 

$

12,352

 

Due to Primoris

 

$

19,385

 

$

 —

 

Wilmington Joint Venture

The Wilmington joint venture operating activities began in October 2015 and are included in our Condensed Consolidated Statements of Income as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

    

2018

    

2017

 

Revenue

 

$

1,484

 

$

12,310

 

Net income attributable to noncontrolling interests

 

$

414

 

$

453

 

The Wilmington joint venture made no distributions to the partners, and we made no capital contributions to the Wilmington joint venture during the three months ended March 31, 2018. The project was substantially complete as of December 31, 2017.

The carrying value of the assets and liabilities associated with the operations of the Wilmington joint venture are included in the Company’s consolidated balance sheetsour Condensed Consolidated Balance Sheets as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

March 31, 

 

December 31, 

 

 

2017

 

2016

 

 

2018

 

2017

 

Cash

 

$

15,165

 

$

2,415

 

 

$

16,326

 

$

15,948

 

Accounts receivable

 

$

239

 

$

4,242

 

 

$

467

 

$

598

 

Billings in excess of costs and estimated earnings

 

$

1,822

 

$

2,572

 

Contract liabilities

 

$

606

 

$

1,480

 

Accounts payable

 

$

2,766

 

$

602

 

 

$

83

 

$

759

 

Due to Primoris

 

$

4,809

 

$

2,035

 

 

$

8,397

 

$

7,428

 

 

 

 

 

 

 

 

 

 

 

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Table of Contents

Summary – Joint Venture Balance Sheets

 

The following table summarizes the total balance sheet amounts for the two joint ventures, which are included in our Condensed Consolidated Balance Sheets, and the Company’s condensedtotal consolidated balance sheets:sheet amounts (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint Venture

 

Consolidated

 

 

Joint Venture

 

Consolidated

 

At September 30, 2017

 

Amounts

 

Amounts

 

At March 31, 2018

    

Amounts

    

Amounts

 

Cash

 

$

67,034

 

$

143,235

 

 

$

68,188

 

$

134,172

 

Accounts receivable

 

$

11,071

 

$

356,851

 

 

$

19,088

 

$

260,920

 

Costs and estimated earnings in excess of billings

 

$

 —

 

$

177,662

 

Accounts payable

 

$

19,648

 

$

153,677

 

 

$

6,303

 

$

130,956

 

Billings in excess of costs and estimated earnings

 

$

44,786

 

$

159,120

 

Contract liabilities

 

$

34,698

 

$

137,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2016

 

 

 

 

 

 

 

At December 31, 2017

 

 

 

 

 

 

 

Cash

 

$

7,045

 

$

135,823

 

 

$

60,256

 

$

170,385

 

Accounts receivable

 

$

4,242

 

$

388,000

 

 

$

15,941

 

$

291,589

 

Costs and estimated earnings in excess of billings

 

$

124

 

$

138,618

 

Accounts payable

 

$

888

 

$

168,110

 

 

$

13,111

 

$

140,943

 

Billings in excess of costs and estimated earnings

 

$

5,998

 

$

112,606

 

Contract liabilities

 

$

44,223

 

$

169,101

 

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Table of Contents

 

Note 12—11—Related Party Transactions

 

Prior to March 2017, Primoriswe leased three properties in California from Stockdale Investment Group, Inc. (“SIGI”).  Our Chairman of the Board of Directors, who is our largest stockholder, and his family hold a majority interest ofin SIGI.  In March 2017, the Companywe exercised a right of first refusal and purchased the SIGI properties.  The purchase was approved by the Company’sour Board of Directors for $12.8 million.  The CompanyWe assumed three mortgage notes totaling $4.2 million with the remainder paid in cash.

During the three months ended September 30,March 31, 2018 and 2017, and 2016, the Companywe paid $0 and $0.2 million, respectively, in lease payments to SIGI for the use of these properties. During the nine months ended September 30, 2017 and 2016, the Company paid $0.2 million and $0.6 million, respectively, in lease payments to SIGI for the use of these properties.

 

Primoris leasesWe lease properties from other individuals that are current employees.  The amounts leased are not material and each arrangement was approved by the Board of Directors.

 

Note 13—12—Stock-Based Compensation

 

In July 2008,May 2013, the shareholders approved and the Companywe adopted the Primoris Services Corporation 2008 Long-term Incentive Equity Plan, which was replaced by the Primoris Services Corporation 2013 Long-term Incentive Equity Plan (“Equity Plan”), after approval by the shareholders and adoption by the Company on May 3, 2013.

The Company’s. Our Board of Directors has granted 259,065 Restricted Stock Units (“Units”) to executives under the Equity Plan.  The grants were documented in RSU Award Agreements, which provide for a vesting schedule and require continuing employment of the executive.  The Units are subject to earlier acceleration, termination, cancellation or forfeiture as provided in the underlying RSU Award Agreement. During the nine months ended September 30, 2017 and 2016, the Company issued 10,000 Units and 100,553 Units, respectively

 

At September 30, 2017,March 31, 2018, a total of 173,650 Units were vested.  The vesting schedule for the remaining Units are as follows:

 

 

 

 

 

Number of Units

 

Number of Units

For the Years Ending December 31,

 

to Vest

 

to Vest

2017 (remaining three months)

 

 —

2018

 

28,471

2018 (remaining nine months)

 

28,471

2019

 

51,552

 

51,552

2020

 

5,392

 

5,392

 

85,415

 

85,415

 

Under guidance of ASC Topic 718 “Compensation — Stock Compensation”, stock-based compensation cost is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the award).

 

The fair value of the Units was based on the closing market price of our common stock on the day prior to the date of the grant.  Stock compensation expense for the Units is being amortized using the straight-line method over the service period.  The CompanyWe recognized $0.2 million and $0.5 million in compensation expense for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively, and $0.9 million and $1.2 million in compensation expense for the nine months ended September 30, 2017 and 2016, respectively.  At September 30, 2017,March 31, 2018, approximately $1.4$1.0 million of unrecognized compensation expense remained for the Units, which will be recognized over a weighted average period of 1.81.4 years.

 

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Table of Contents

Vested Units accrue “Dividend Equivalent Units” (as defined in the Equity Plan), which will be accrued as additional Units.  At September 30, 2017,March 31, 2018, a total of 2,7073,521 Dividend Equivalent Units were accrued.

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Table of Contents

 

Note 14—13—Income Taxes

 

The Company determines itsWe are subject to extensive tax liabilities imposed by multiple jurisdictions. We determine our best current estimate of the annual effective tax rate at each interim period using expected annual pre-tax earnings, statutory tax rates, and available tax planning opportunities. Certain significant or unusual items are separately recognized in the quarter in which they occur andwhich can be a source ofcause variability in the effective tax rate from quarter to quarter.  The Company recognizesWe recognize interest and penalties related to uncertain tax positions, if any, as an income tax expense.

 

The Tax Act was signed into law on December 22, 2017. This legislation makes significant changes to the U.S. Internal Revenue Code including a reduction of the U.S. federal corporate income tax rate from 35% to 21% beginning on January 1, 2018. Other changes require complex computations not previously provided in U.S. tax law.  Given the significance of the legislation, the SEC staff issued SAB 118 which provides guidance on accounting for uncertainties of the effects of the Tax Act.  Specifically, SAB 118 allowed companies to record provisional estimates of the impact of the Tax Act in the period ended December 31, 2017. The provisional estimates are to be finalized during a one year “measurement period” similar to that used when accounting for business combinations. Our measurement period remains open as we continue to evaluate the effects of the Tax Act on our deductions for tax depreciation and executive compensation accruals. No changes to the provisional estimates occurred during the three months ended March 31, 2018.

The effective tax rate on income including noncontrolling interests for the ninethree months ended September 30,March 31, 2018 and 2017 was 4.8% and 2016 was  35.1% and 42.1%34.7%, respectively. TheExcluding noncontrolling interest, the effective tax rate on income attributable to Primoris (excluding noncontrolling interests) for the ninethree months ended September 30,March 31, 2018 and 2017 was 23.5% and 2016 was 36.5% and 43.0%37.0%, respectively. Our 2018 tax rates differrate differs from the U.S. federal statutory rate of 21% primarily due to the impact of state income taxes, investment tax credits, and nondeductible components of per diem expenses. Our 2017 tax rate differs from the U.S. federal statutory rate of 35% primarily due to the impact of state income taxes, the Domestic Production Activity Deduction, and nondeductible components of per diem expenses, partially offset by benefits recorded to the third quarter rate for prior year provision-to-return adjustments, including the 2017 impact of tax credits to be claimed in all open years.expenses.

 

The Company’sOur U.S. federal income tax returns are generally no longer subject to examination for tax years before 2014. The statutes of limitation of state and foreign jurisdictions generally vary between 3 to 5 years. Accordingly, theour state and foreign income tax returns are generally no longer subject to examination for tax years 2012 through 2016 remain open to examination by the other taxing jurisdictions in which the Company operates.before 2012.

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial reporting basis and tax basis of the Company’sour assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to reverse. The effects of remeasurement of deferred tax assets and liabilities resulting from changes in tax rates are recognized in income in the period of enactment.

 

Note 15—14—Dividends and Earnings Per Share

 

The Company hasWe have paid or declared cash dividends during 20162018 and 2017 as follows:

 

 

 

 

 

 

 

 

 

Declaration Date

 

Record Date

    

Payable Date

    

Amount Per Share

February 22, 2016

 

March 31, 2016

 

April 15, 2016

 

$

0.055

May 2, 2016

 

June 30, 2016

 

July 15, 2016

 

$

0.055

August 3, 2016

 

September 30, 2016

 

October 14, 2016

 

$

0.055

November 2, 2016

 

December 31, 2016

 

January 16, 2017

 

$

0.055

March 21, 2017

 

March 31, 2017

 

April 15, 2017

 

$

0.055

May 5, 2017

 

June 30, 2017

 

July 14, 2017

 

$

0.055

August 2, 2017

 

September 29, 2017

 

October 14, 2017

 

$

0.055

November 2, 2017

 

December 29, 2017

 

January 15, 2018

 

$

0.060

Declaration Date

Record Date

Payable Date

Amount Per Share

February 21, 2017

March 31, 2017

April 15, 2017

$

0.055

May 5, 2017

June 30, 2017

July 14, 2017

$

0.055

August 2, 2017

September 29, 2017

October 14, 2017

$

0.055

November 2, 2017

December 29, 2017

January 15, 2018

$

0.060

February 21, 2018

March 30, 2018

April 13, 2018

$

0.060

 

The payment of future dividends is contingent upon our revenuesrevenue and earnings, capital requirements and our general financial condition, of the Company, as well as contractual restrictions and other considerations deemed relevant by the Board of Directors.

 

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The table below presents the computation of basic and diluted earnings per share for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016.(in thousands, except per share amounts).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 

 

Nine Months Ended September 30, 

 

Three Months Ended March 31, 

 

 

2017

    

2016

    

2017

    

2016

    

2018

    

2017

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Primoris

 

$

20,597

 

$

4,504

 

$

49,833

 

$

12,253

 

$

688

 

$

7,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator (shares in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

Weighted average shares for computation of basic earnings per share

 

 

51,441

 

 

51,780

 

 

51,491

 

 

51,759

 

 

51,479

 

 

51,594

 

Dilutive effect of shares issued to independent directors

 

 

 4

 

 

 4

 

 

 4

 

 

 4

 

 

 6

 

 

 7

 

Dilutive effect of restricted stock units (1)

 

 

262

 

 

250

 

 

256

 

 

215

 

 

262

 

 

250

 

Weighted average shares for computation of diluted earnings per share

 

 

51,707

 

 

52,034

 

 

51,751

 

 

51,978

 

 

51,747

 

 

51,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to Primoris:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.40

 

$

0.09

 

$

0.97

 

$

0.24

 

$

0.01

 

$

0.15

 

Diluted

 

$

0.40

 

$

0.09

 

$

0.96

 

$

0.24

 

$

0.01

 

$

0.15

 


(1)

Represents the dilutive effect of  athe grant of 259,065 Units and 2,707 vested Dividend Equivalent Units.Units for the respective periods presented.

 

Note 16—15—Stockholders’ Equity

 

Common stock —The CompanyWe issued 71,757 shares of common stock in February 2018 and 65,429 shares of common stock in February 2017 and 85,907 shares of common stock in February 2016 under the Company’sour long-term retention plan (“LTR Plan”). The shares were purchased by the participants in the LTR Plan with payment made to the Companyus of $1.5 million in February 2018 and $1.1 million in February 2017 and $1.4 million in February 2016. The Company’s2017. Our LTR Plan for managers and executives allows participants to use a portion of their annual bonus amount to purchase Companyour common stock at a discount from the market price. The shares purchased in February 2018 were for bonus amounts earned in 2017, and the number of shares was calculated at 75% of the average closing market price of December 2017. The shares purchased in February 2017 were for bonus amounts earned in 2016, and the number of shares was calculated at 75% of the average closing market price of January 2017.

 

In February 2018 and 2017, and 2016, the Companywe issued 11,78410,062 shares and 10,450 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. In August 2017 and 2016, the Company issued 11,448 shares and 11,74511,784 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors.

 

As discussed in Note 1312“Stock–Based Compensation”, as of September 30, 2017,March 31, 2018, the Board of Directors has granted a total of 259,065 shares of Units under the Equity Plan and these Units have accrued 2,7073,521 Dividend Equivalent Units.

 

Share repurchase plan —In February 2017, the Company'sour Board of Directors authorized a $5.0 million share repurchase program under which the Companywe could, depending on market conditions, share price and other factors, acquire shares of itsour common stock on the open market or in privately negotiated transactions. During the period frommonth of March 23, 2017, through March 28, 2017, the Companywe purchased and cancelled 216,350 shares of stock for $5.0 million at an average cost of $23.10 per share. There were no share repurchases authorized in the three months ended March 31, 2018.

 

Note 17—16—Commitments and Contingencies

 

Leases  — The Company leasesWe lease certain property and equipment under non-cancellable operating leases which expire at various dates through 2023. The leases require the Companyus to pay all taxes, insurance, maintenance and utilities and are classified as operating leases in accordance with ASC Topic 840 “Leases”.

 

Total lease expense during the three and nine months ended September 30,March 31, 2018 and 2017 was $6.8 million and $18.8$6.1 million, respectively, comparedrespectively. 

Withdrawal liability for multiemployer pension plan  — In November 2011, members of the Pipe Line Contractors Association (“PLCA”), including ARB, Rockford and Q3C (prior to $5.7 millionour acquisition in 2012), withdrew from the Central States, Southeast and $16.5 million, respectively forSouthwest Areas Pension Fund multiemployer pension plan (“Plan”) in order to mitigate additional liability in connection with the same periods in 2016.  The significantly underfunded Plan.  During the first quarter of 2016, we

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amountsreceived a final payment schedule for our withdrawal liability.  Based on this schedule, the threeliability recorded at March 31, 2018 was  $4.5 million, which is included in Accrued liabilities on the Condensed Consolidated Balance Sheets. We expect to pay the remaining liability balance during 2018, and nine months ended September 30, 2017 included lease payments madehave no plans to related parties of $0.2 million and $0.7 million, respectively compared to $0.4 million and $1.1 million, respectively, for the same periods in 2016. 

Letters of credit  — At September 30, 2017, the Company had letters of credit outstanding of $19.8 million, and at December 31, 2016, the Company had letters of credit outstanding of $16.2 million.  The outstanding amounts include the U.S. dollar equivalents for letters of credit issued in Canadian dollars.

Bonding — At September 30, 2017 and December 31, 2016, the Company had bid and completion bonds issued and outstanding totaling approximately $2.03 billion and $1.53 billion, respectively.withdraw from any other labor agreements.

 

NTTA settlement — On February 7, 2012, the Company waswe were sued in an action entitled North Texas Tollway Authority (“NTTA”), Plaintiff v. James Construction Group, LLC, and KBR, Inc., Defendants, v. Reinforced Earth Company, Third-Party Defendant (the “Lawsuit”). On February 25, 2015 the Lawsuit was settled, and the Companywe recorded a liability for $17.0 million. A second defendant agreed to provide up to $5.4 million to pay for the total expected remediation cost of approximately $22.4 million. The CompanyWe will use itsour settlement obligation to pay for a third-party contractor approved by the NTTA. At September 30, 2017, the remaining accrual balance was $15.4 million. In the event that the total remediation costs exceed the $22.4 million, the second defendant would pay 20% of the excess amount and the Companywe would pay for 80% of the excess amount. During the three months ended March 31, 2018, we increased our liability by $0.3 million and spent $0.2 million for remediation.  At March 31, 2018, the remaining accrual balance was $15.3 million. 

 

Legal proceedings —The Company has We have been engaged in dispute resolution to collect money it believes it iswe believe we are owed for onea construction project completed in 2014.  Because of uncertainties associated with the project, including uncertainty of the amounts that would be collected, the Companywe used a zero profit margin approach to recording revenuesrevenue during the construction period for the project.

For the project, a cost reimbursable contract, the Companywe have recorded a receivable of $32.9 million with a reserve of approximately $17.8$17.7 million included in “billings in excess of costs and estimated earnings”“Contract liabilities”.  At this time, the Companywe cannot predict the amount that itwe will collect nor the timing of any collection. The dispute resolution for the receivable initially required international arbitration; however, in the first half of 2016, the owner sought bankruptcy protection in U.S. bankruptcy court. The Company hasWe have initiated litigation against the sureties who have provided lien and stop payment release bonds for the total amount owed. A trial date has been tentatively set for the firstsecond quarter of 2018.

 

The Company had been engaged in dispute resolution to collect money it believed was owed for another construction project completed  in 2014.  During the third quarter 2016, the Company settled the dispute with an exchange of general releases and receipt of $38.0 million in cash.  The Company changed its zero estimate of profit and accounted for the settlement as a change in accounting estimate which resulted in recognizing revenues of approximately $27.5 million and gross profit of approximately $26.7 million in the third quarter of 2016.

The Company isWe are subject to other claims and legal proceedings arising out of itsour business. The Company providesWe provide for costs related to contingencies when a loss from such claims is probable and the amount is reasonably determinable.estimable. In determining whether it is possible to provide an estimate of loss, or range of possible loss, the Company reviewswe review and evaluates itsevaluate our litigation and regulatory matters on a quarterly basis in light of potentially relevant factual and legal developments. If we determine an unfavorable outcome is not probable or reasonably estimable, we do not accrue for a potential litigation loss.

Management is unable to ascertain the ultimate outcome of other claims and legal proceedings; however, after review and consultation with counsel and taking into consideration relevant insurance coverage and related deductibles/self-insurance retention, management believes that it has meritorious defensesdefense to the claims and believes that the reasonably possible outcome of such claims will not, individually or in the aggregate, have a materially adverse effect on theour consolidated results of operations, financial condition or cash flows of the Company.flow.

 

SEC Inquiry — The Company hasWe have been cooperating with an inquiry by the staff of the Securities and Exchange Commission, which appears to be focused on certain percentage-of-completion contract revenue recognition practices of the Company during the time period 2013 and 2014.  The Company isWe are continuing to respond to the staff’s inquiries in connection with this matter.  At this stage, the Company iswe are unable to predict when the staff’s inquiry will conclude or the outcome.

 

Withdrawal liability for multiemployer pension planBonding In November 2011, members of the Pipe Line Contractors Association (“PLCA”), including ARB, RockfordAt March 31, 2018 and Q3C (prior to the Company’s acquisition in 2012),

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withdrew from the Central States, Southeast and Southwest Areas Pension Fund multiemployer pension plan (“Plan”) in order to mitigate additional liability in connection with the significantly underfunded Plan.  During the first quarter of 2016,December 31, 2017, the Company received a final payment schedule for its withdrawal liability.  Based on this schedule, the liability recorded at September 30, 2017 was $4.9 million.  The Company has no plans to withdraw from any other agreements.had bid and completion bonds issued and outstanding totaling approximately $678.9  million and $705.7 million, respectively.

 

Note 18—17—Reportable Segments

 

Through the end of the year 2016, the Company segregated itsWe segregate our business into threefour reportable segments: the Energy segment, the East Construction Services segment and the West Construction Services segment. In the first quarter 2017, the Company changed its reportable segments in connection with a realignment of the Company’s internal organization and management structure. The segment changes during the quarter reflect the focus of our CODM on the range of services we provide to our end user markets. Our CODM regularly reviews the Company’s operating and financial performance based on these segments.

The current reportable segments include the Power segment, the Pipeline segment, the Utilities segment, and the Civil segment. Segment information for prior periods have been restated to conformEach of our reportable segments is comprised of similar business units that specialize in services unique to the new segment presentation.

segment. Driving the new end-user focused segments are differences in the economic characteristics of each segment, the nature of the services provided;provided by each segment; the production processes of each segment; the type or class of customer using the segment’s services; the methodmethods used by the segment to provide the services; and the regulatory environment of itseach segment’s customers.

Each of the Company’s reportable segments are comprised of similar business units that specialize in services unique to the segment. The reportable segments are managed separately because each serves different types of customers, use different methods to obtain services, and the nature of the regulatory environment are different for each reportable segment.

 

The classification of revenuesrevenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses, were made.

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The following is a brief description of the reportable segments:

 

The Power segment operates throughout the United States and specializes in a range of services that include full EPC project delivery, turnkey construction, retrofits, upgrades, repairs, outages, and maintenance for entities in the petroleum, petrochemical, water, and other industries.

 

The Pipeline segment operates throughout the United States and specializes in a range of services, including pipeline construction, pipeline maintenance, pipeline facility work, compressor stations, pump stations, metering facilities, and other pipeline related services for entities in the petroleum and petrochemical industries.

 

The Utilities segment operates primarily in California, and the Midwest, and the Southeast regions of the United States and specializes in a range of services, including utility line installation and maintenance, gas and electric distribution, streetlight construction, substation work, and fiber optic cable installation.

 

The Civil segment operates primarily in the Southeastern and Gulf Coast regions of the United States and specializes in highway and bridge construction, airport runway and taxiway construction, demolition, heavy earthwork, soil stabilization, mass excavation, and drainage projects.

 

All intersegment revenuesrevenue and gross profit, which were immaterial, have been eliminated in the following tables. 

 

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Table of Contents

Segment RevenuesRevenue

 

Revenue by segment for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 were as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended September 30, 

 

 

 

2017

 

2016

 

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

 

Total

 

 

 

 

Total

 

Segment

    

Revenue

    

Revenue

    

Revenue

    

Revenue

 

Power

 

$

154,178

 

25.3%

 

$

101,811

 

20.0%

 

Pipeline

 

 

84,357

 

13.9%

 

 

106,042

 

20.9%

 

Utilities

 

 

246,524

 

40.5%

 

 

186,985

 

36.8%

 

Civil

 

 

123,252

 

20.3%

 

 

112,990

 

22.3%

 

Total

 

$

608,311

 

100.0%

 

$

507,828

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the nine months ended September 30, 

 

 

For the three months ended March 31, 

 

 

2017

 

2016

 

 

2018

 

2017

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

Total

 

 

 

 

Total

 

 

 

 

 

Total

 

 

 

 

Total

 

Segment

    

Revenue

    

Revenue

    

Revenue

    

Revenue

 

    

Revenue

    

Revenue

    

Revenue

    

Revenue

 

Power

 

$

443,191

 

24.6%

 

$

367,025

 

26.3%

 

 

$

166,555

 

33.0%

 

$

131,240

 

23.4%

 

Pipeline

 

 

402,425

 

22.4%

 

 

217,182

 

15.6%

 

 

 

57,583

 

11.4%

 

 

183,445

 

32.7%

 

Utilities

 

 

576,446

 

32.0%

 

 

447,858

 

32.1%

 

 

 

166,710

 

33.1%

 

 

116,980

 

20.8%

 

Civil

 

 

378,916

 

21.0%

 

 

363,020

 

26.0%

 

 

 

113,271

 

22.5%

 

 

129,837

 

23.1%

 

Total

 

$

1,800,978

 

100.0%

 

$

1,395,085

 

100.0%

 

 

$

504,119

 

100.0%

 

$

561,502

 

100.0%

 

 

Segment Gross Profit

 

Gross profit by segment for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 were as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended September 30, 

 

 

 

2017

 

2016

 

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

 

Segment

 

 

 

 

Segment

 

Segment

 

Gross Profit

 

Revenue

 

Gross Profit

 

Revenue

 

Power

 

$

18,842

 

12.2%

 

$

10,893

 

10.7%

 

Pipeline

 

 

12,084

 

14.3%

 

 

32,402

 

30.6%

 

Utilities

 

 

36,081

 

14.6%

 

 

33,925

 

18.1%

 

Civil

 

 

3,414

 

2.8%

 

 

(27,091)

 

(24.0%)

 

Total

 

$

70,421

 

11.6%

 

$

50,129

 

9.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the nine months ended September 30, 

 

 

For the three months ended March 31, 

 

 

2017

 

2016

 

 

2018

 

2017

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

 

 

Segment

 

 

 

 

Segment

 

Segment

 

Gross Profit

 

Revenue

 

Gross Profit

 

Revenue

 

    

Gross Profit

    

Revenue

    

Gross Profit

    

Revenue

 

Power

 

$

52,498

 

11.8%

 

$

36,570

 

10.0%

 

 

$

24,071

 

14.5%

 

$

15,524

 

11.8%

 

Pipeline

 

 

79,575

 

19.8%

 

 

43,870

 

20.2%

 

 

 

7,891

 

13.7%

 

 

28,125

 

15.3%

 

Utilities

 

 

76,701

 

13.3%

 

 

68,651

 

15.3%

 

 

 

9,051

 

5.4%

 

 

8,273

 

7.1%

 

Civil

 

 

1,183

 

0.3%

 

 

(16,400)

 

(4.5%)

 

 

 

3,547

 

3.1%

 

 

3,131

 

2.4%

 

Total

 

$

209,957

 

11.7%

 

$

132,691

 

9.5%

 

 

$

44,560

 

8.8%

 

$

55,053

 

9.8%

 

 

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Segment Goodwill

 

The amount of goodwill recorded by segment at September 30, 2017March 31, 2018 and at December 31, 20162017 is presented in Note 87 – “Goodwill and Intangible Assets”.  

 

Geographic Region — RevenuesRevenue and Total Assets

 

The Company’s revenues aremajority of our revenue is derived from customers primarily in the United States with less thanapproximately 1.0% generated from sources outside of the United States. At September 30,March 31, 2018 and December 31, 2017, approximately 1.0% of total assets were located outside of the United States.

 

Note 19—18—Subsequent Events

 

Cash Dividend –  On November 2, 2017,May 4, 2018, the Board of Directors declared a cash dividend of $0.06 per common share for stockholders of record as of DecemberJune 29, 2017,2018, payable on or about January 15,July 13, 2018.

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PRIMORIS SERVICES CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017March 31, 2018 (“ThirdFirst Quarter 20172018 Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of regulation and the economy, generally. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “will”, “would” or similar expressions.

 

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in detail in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 20162017 and our other filings with the Securities and Exchange Commission (“SEC”). You should read this ThirdFirst Quarter 20172018 Report, our Annual Report on Form 10-K for the year ended December 31, 20162017 and our other filings with the SEC completely and with the understanding that our actual future results may be materially different from what we expect.

 

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this ThirdFirst Quarter 20172018 Report. We assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available.

 

The following discussion and analysis should be read in conjunction with the unaudited financial statements and the accompanying notes included in Part 1, Item 1 of this ThirdFirst Quarter 20172018 Report and our Annual Report on Form 10-K for the year ended December 31, 2016.2017.

 

Introduction

 

Primoris is a holding company of various subsidiaries, which form one of the larger publicly traded specialty contractors and infrastructure companies in the United States. Serving diverse end-markets, we provide a wide range of construction, fabrication, maintenance, replacement, water and wastewater, and engineering services to major public utilities, petrochemical companies, energy companies, municipalities, state departments of transportation and other customers. We install, replace, repair and rehabilitate natural gas, refined product, water and wastewater pipeline systems; large diameter gas and liquid pipeline facilities; and heavy civil projects, earthwork and site development. We also construct mechanical facilities and other structures, including power plants, petrochemical facilities, refineries, water and wastewater treatment facilities and parking structures. Finally, we provide specialized process and product engineering services.

 

We have longstanding customer relationships with major utility, refining, petrochemical, power and engineering companies. We have completed major underground and industrial projects for a number of large natural gas transmission and petrochemical companies in the United States, as well as significant projects for our engineering customers. We enter into a large number of contracts each year, and the projects can vary in length from several weeks to as long as 48 months for completion on larger projects. Although we have not been dependent upon any one customer in any year, a small number of customers tend to constitute a substantial portion of our total revenues.revenue.

 

We recognize revenuesgenerate revenue under a range of contracting options, including fixed-price, unit-price, time and profitability onmaterial, and cost reimbursable plus fee contracts. A substantial portion of our revenue is derived from contracts depending onthat are fixed-price or unit-price and is recognized over time as work is completed because of the typecontinuous transfer of contract. For our fixed price, or lump sum, contracts, we record revenue as the work progresses on a percentage-of-completion basis, which means that we recognize revenue based on the percentage of costs incurred to date in proportioncontrol to the total estimated costs

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expected to complete the contract. Fixed price contracts may include retainage provisions under which customers withhold a percentage of the contract price until the project is complete.customer. For our unit price, time and material and cost-pluscost reimbursable plus fee contracts, we recognize revenue is recognized primarily on an input basis, based on contract costs incurred as units are completed or services are performed.defined within the respective contracts.

 

Through the end of the year 2016, the Company segregated its business into three reportable segments: the Energy segment, the East Construction Services segment and the West Construction Services segment. In the first quarter 2017, the Company changed its reportable segments in connection with a realignment of the Company’s internal organization and management structure. The segment changes during the quarter reflect the focus of our chief operating decision maker (“CODM”) on the range of services we provide to our end user markets. Our CODM regularly reviews the Company’s operating and financial performance based on these segments.

The current reportable segments include the Power, Industrial, and Engineering (“Power”) segment, the Pipeline and Underground (“Pipeline”) segment, the Utilities and Distribution (“Utilities”) segment, and the Civil segment.  See Note 1817“Reportable Segments”Reportable Segments for a brief description of the reportable segments and their operations.

 

The classification of revenuesrevenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses were made.

 

The following table lists the Company’s primary business units and their reportable segment:

Business Unit

Reportable Segment

Prior Reportable Segment

ARB Industrial (a division of ARB, Inc.)

Power

West

ARB Structures

Power

West

Primoris Power (formerly PES Saxon division)

Power

Energy

Primoris Renewable Energy (a division of Primoris AV)

Power

Energy

Primoris Industrial Constructors (formerly PES Industrial Division)

Power

Energy

Primoris Fabrication (a division of PES)

Power

Energy

Primoris Mechanical Contractors (a combination of a division of PES and Cardinal Contractors)

Power

Energy

OnQuest

Power

Energy

OnQuest Canada

Power

Energy

Primoris Design and Construction (“PD&C”); created 2017

Power

NA

Rockford Corporation (“Rockford”)

Pipeline

West

Vadnais Trenchless Services (“Vadnais Trenchless”)

Pipeline

West

Primoris Field Services (a division of PES Primoris Pipeline)

Pipeline

Energy

Primoris Pipeline (a division of PES Primoris Pipeline)

Pipeline

Energy

Primoris Coastal Field Services; created 2017

Pipeline

NA

ARB Underground (a division of ARB, Inc.)

Utilities

West

Q3 Contracting (“Q3C”)

Utilities

West

Primoris AV

Utilities

Energy

Primoris Distribution Services ("PDS"); created 2017

Utilities

NA

Primoris Heavy Civil (formerly JCG Heavy Civil Division)

Civil

East

Primoris I&M (formerly JCG Infrastructure & Maintenance Division)

Civil

East

BW Primoris

Civil

East

The Company ownsWe own a 50% interest in two separate joint ventures, both formed in 2015.  The Carlsbad Power Constructors joint venture (“Carlsbad”) is engineering and constructing a gas-fired power generation facility, and the “ARBARB Inc. & B&M Engineering Co. joint venture (“Wilmington”) is also engineering and constructing a gas-fired power generation facility.  Both projects are located in Southern California.  The joint venture operations are included as part of the Power segment.  As a result of determining that the Company iswe are the primary beneficiary of the two variable interest entities (“VIEs”), the results of the Carlsbad and Wilmington joint ventures are consolidated in the Company’sour financial statements.  Both projects areThe Wilmington project was substantially complete as of December 31, 2017, and the Carlsbad project is expected to be completed in 2018.

 

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On January 29, 2016, the Company acquired the net assets of Mueller Concrete Construction Company (“Mueller”) for $4.1 million, and on November 18, 2016, the Company acquired the net assets of Northern Energy & Power (“Northern”) for $6.8 million.  On May 26, 2017, the Companywe acquired the net assets of Florida Gas Contractors (“FGC”) for $37.7 million; on May 30, 2017, the Companywe acquired certain engineering assets for approximately $2.3 million; and on June 16, 2017, the Companywe acquired the net assets of Coastal Field Services (“Coastal”) for $27.5 million.  Both Mueller and FGC operations are included in the Utilities segment, Northern operationsthe engineering assets are included in the Power segment, and Coastal operations are included in the Pipeline segment.

 

In August 2017, the Companywe announced it isthat we are investing approximately $22.0 million to build, own, and operate a portfolio of solar projects in a California School District acquired from the developers, Spear Point Energy, LLC, and PFMG Solar, LLC.  This investment amount includes the estimated cost of EPCEngineering, Procurement, and Construction (“EPC”) work on the projects, which is projected to be completed in 2018. The solar projects are expected to generate a 25-year recurring revenue stream from the District's signed power purchase agreement. As an investment in a renewable energy project, the solar assets should provide Primorisus with investment tax credits valued at over $5.0 million. The Company’s initialAs of March 31, 2018, our investment for the solar projects was $3.1approximately $17.7 million. The $17.7 million investment is our construction in progress on the solar projects and is included in Property and equipment, net on the Consolidated Balance Sheets.

On March 27, 2018, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with  Waco Acquisition Vehicle, Inc., our wholly owned subsidiary (“Merger Sub”) and Willbros Group, Inc., (“Willbros”), pursuant to which Merger Sub will merge with and into Willbros (the “Merger”), with Willbros surviving the Merger as our wholly-owned subsidiary. The Merger Agreement includes customary representations, warranties and covenants. At the effective time of the Merger, we will pay $0.60 per share for all of Willbros’ outstanding common stock and will settle all of the existing Willbros debt obligations, for a purchase price of approximately $100.0 million. The Merger Agreement is expected to close in the second quarter of 2018, subject to satisfaction of customary closing conditions, including approval of the Merger Agreement by the requisite vote of Willbros’ stockholders. In connection with the Merger, we agreed to provide up to $20.0 million in secured bridge financing to support Willbros’ working capital needs through the Closing Date (as defined in the Merger Agreement). At March 31, 2018, we had provided $10.0 million in secured bridge financing.

 

Material trends and uncertainties

 

We generate our revenue from both large and small construction and engineering projects. The award of these contracts is dependent on many factors, most of which are not within our control. We depend in part on spending by companies in the energy and oil and gas industries, the gas utility industry, as well as municipal water and wastewater customers. Over the past several years, each segment has benefited from demand for more efficient and more environmentally friendly energy and power facilities, local highway and bridge needs and from the activity level in the oil and gas industry. However, periodically, each of these industries and government agencies areis adversely affected by macroeconomic conditions. Economic factors outside of our control may affect the amount and size of contracts we are awarded in any particular period.

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We closely monitor our customers to assess the effect that changes in economic, market and regulatory conditions may have on them. We have experienced reduced spending by some of our customers over the last several years, which we attribute to negative economic and market conditions, and we anticipate that these negative conditions may continue to affect demand for our services in the near-term.  Fluctuations in market prices of oil, gas and other fuel sources have affected demand for our services.  The currentWhile we have seen signs of a recovery in the price of oil in late 2017 and early 2018, the significant volatility in the price of oil, gas and liquid natural gas has createdthat occurred in the past few years may create uncertainty with respect to demand for our oil and gas pipeline services both in the near term, with additional uncertainty resulting over the length of time that prices will remain at current levels.near-term and for future projects. We believe thathave started to see increased activity in our upstream operations, such as the construction of gathering lines within the oil shale formations will remain at lower levels for an extended period. While there was some stability in the price of oil in the first nine months of 2017, that stability has not resulted in a significant change in the contracting activities of our customers. Weand believe that over time, the need for pipeline infrastructure for mid-stream and gas utility companies will result in a continuing need for our services, but the impact of the lowservices. However, a reduction in oil prices and the bankruptcy of some smaller oil and gas producers mayfrom current levels could delay midstream pipeline opportunities. The continuing changes in the regulatory environment also affect the demand for our services, either by increasing our work or delaying projects.  For example, the regulatory environment in California may result in delays for the construction of gas-fired power plants while regulators continue to search for significant renewable resources, but renewable resources may also create a demand for our construction services.services such as the need for storage of renewable generated electricity.  Finally, we believe that regulated utility customers will continue to invest in our maintenance and replacement services.

 

Seasonality, cyclicality and variability

 

Our results of operations are subject to quarterly variations. Some of the variation is the result of weather, particularly rain, ice and snow, which can impact our ability to perform construction services. While the majority of the Company’sour work is in the southern half of the United States, these seasonal impacts can affect revenuesrevenue and profitability in all of our businesses since gas and other utilities defer routine replacement and repair during their period of peak demand. Any quarter can be affected either negatively or positively by atypical weather patterns in any part of the country.  In addition, demand for new projects tends to be lower during the early part of the year due to clients’ internal budget cycles.  As a result, the Company generally experienceswe usually experience higher revenuesrevenue and earnings in the third and fourth quarters of the year as compared to the first two quarters.

 

The Company isWe are also dependent on large construction projects which tend not to be seasonal, but can fluctuate from year to year based on general economic conditions.  Our business may be affected by declines or delays in new

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projects or by client project schedules.  Because of the seasonal and cyclical nature of our business, the financial results for any period may fluctuate from prior periods, and the Company’sour financial condition and operating results may vary from quarter-to-quarter.quarter to quarter.  Results from one quarter may not be indicative of its financial condition or operating results for any other quarter or for an entire year.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and that affect the amounts of revenuesrevenue and expenses reported for each period. These estimates and assumptions must be made because certain information that is used in the preparation of our financial statements cannot be calculated with a high degree of precision from data available, is dependent on future events, or is not capable of being readily calculated based on generally accepted methodologies. Often, these estimates are particularly difficult to determine, and we must exercise significant judgment. We use estimates in our assessments of revenue recognition under percentage-of-completion accounting with estimated future job profitability, estimation of any loss provision, the allowance for doubtful accounts, useful lives of property and equipment, fair value assumptions in analyzing goodwill and long-lived asset impairments, self-insured claims liabilities and deferred income taxes. Actual results could differ significantly from our estimates, and our estimates could change if they were made under different assumptions or conditions.

 

AsOur critical accounting policies are described in our Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2016,2017. Significant changes to our critical accounting policies relate primarily to revenue recognition for fixed and unit price contracts, income taxes, goodwill, long-lived assets, reserves for uninsured risks and contingencies.as a result of adopting ASC Topic 606 are discussed below. There have been no material changes to our other critical accounting policies since December 31, 2016.2017.

 

Revenue recognition—We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts. A substantial portion of our revenue is derived from contracts that are fixed-price or unit-price and is recognized over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress). For time and material and cost reimbursable plus fee contracts,

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revenue is recognized primarily on an input basis, based on contract costs incurred as defined within the respective contracts. Costs to obtain contracts are generally not significant and are expensed in the period incurred.

To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as more than one performance obligation. ASC Topic 606 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our evaluation requires significant judgment and the decision to combine a group of contracts or separate a contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. However, occasionally we have contracts with multiple performance obligations. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach for each performance obligation. 

Accounting for long-term contracts involves the use of various techniques to estimate total transaction price and costs. For long-term contracts, transaction price, estimated cost at completion and total costs incurred to date are used to calculate revenue earned. Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract.  Total estimated costs, and thus contract revenue and income, can be impacted by changes in productivity, scheduling, the unit cost of labor, subcontracts, materials and equipment. Additionally, external factors such as weather, client needs, client delays in providing permits and approvals, labor availability, governmental regulation and politics may affect the progress of a project’s completion and thus the timing of revenue recognition. To the extent that original cost estimates are modified, estimated costs to complete increase, delivery schedules are delayed, or progress under a contract is otherwise impeded, cash flow, revenue recognition and profitability from a particular contract may be adversely affected.

The nature of our contracts give rise to several types of variable consideration, including contract modifications (change orders and claims), liquidated damages, volume discounts, performance bonuses, incentive fees, and other terms that can either increase or decrease the transaction price. Contracts are often modified to account for changes in contract specifications or requirements. We consider unapproved change orders to be contract modifications for which customers have not agreed to both scope and price. We consider claims to be contract modifications for which we seek, or will seek, to collect from customers, or others, for customer-caused changes in contract specifications or design, or other customer-related causes of unanticipated additional contract costs on which there is no agreement with customers. Claims can also be caused by non-customer-caused changes, such as rain or other weather delays. Costs associated with contract modifications are included in the estimated costs to complete the contracts and are treated as project costs when incurred. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. The effect of a contract modification on the transaction price, and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. In some cases, settlement of contract modifications may not occur until after completion of work under the contract.

 We estimate variable consideration as the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent we believe we have an enforceable right and it is probable that a significant reversal of cumulative revenue recognized will not occur. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.

At March 31, 2018, we had unapproved contract modifications included in aggregate transaction prices that totaled approximately $81.0 million. These contract modifications were in the process of being negotiated in the normal course of business. Approximately $68.8 million of the contract modifications had been recognized as revenue on a cumulative catch-up basis through March 31, 2018.

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As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the cumulative impact of the profit adjustment is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full in the period it is identified and recognized as an “accrued loss provision” which is included in “Contract liabilities” on the Condensed Consolidated Balance Sheets.  For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods.

In all forms of contracts, we estimate the collectability of contract amounts at the same time that we estimate project costs.  If we anticipate that there may be issues associated with the collectability of the full amount calculated as the transaction price, we may reduce the amount recognized as revenue to reflect the uncertainty associated with realization of the eventual cash collection. For example, when a cost reimbursable project exceeds the client’s expected budget amount, the client frequently requests an adjustment to the final amount. Similarly, some utility clients reserve the right to audit costs for significant periods after performance of the work.

The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is a contract asset. However, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is a contract liability.

The caption “Contract assets” in the Condensed Consolidated Balance Sheets represents the following:

·

unbilled revenue (formerly costs and estimated earnings in excess of billings) which arise when revenue has been recorded but the amount will not be billed until a later date;

·

retainage amounts for the portion of the contract price earned by us for work performed, but held for payment by the customer as a form of security until we reach certain construction milestones; and

·

contract materials for certain job specific materials not yet installed, which are valued using the specific identification method relating the cost incurred to a specific project.

The caption “Contract liabilities” in the Condensed Consolidated Balance Sheets represents deferred revenue (formerly billings in excess of costs and estimated earnings) on billings in excess of contract revenue recognized to date, and the accrued loss provision.

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Results of Operations

 

Consolidated Results

 

The following discussion compares the results of the three and nine months ended September 30, 2017March 31, 2018 to the three and nine months ended September 30, 2016.March 31, 2017.

 

Revenue

 

Revenue for the three months ended September 30, 2017 was $608.3 million, an increase of $100.5March 31, 2018 decreased by $57.4 million, or 19.8%10.2%, compared to the same period in 2016. Projects from our2017.  The decrease was primarily due to the substantial completion of two large Florida pipeline projects and a petrochemical plant project in 2017 ($195.6 million). The overall decrease was partially offset by higher activity with major utility clients in California and the Midwest, increased revenues by $52.1 million, andprogress on our Southern CaliforniaCarlsbad joint venture power plant projectsproject, and our Mid-Atlantic power planta refinery project increased revenues by $40.4 million. In addition, acquisitions completed subsequent to the third quarter of 2016 increased revenues by $20.6 million, and increased volume for Texas DOT projects increased revenue by $14.7 million. The increases were partially offset by $27.5 million of revenue recognized in the third quarter of 2016 from the collection of a disputed receivable.

For the nine months ended September 30, 2017, revenue increased by $405.9 million, or 29.1%, compared to the same periodSouthern California.  Revenue in 2016.  Three major pipeline jobs increased revenues by $213.7 million, and our major utility clients in California and the Midwest increased revenue by $110.0 million. In addition, our Southern California joint venture power plant projects and our Mid-Atlantic power plant project increased revenues by $106.0 million, and our Texas DOT projects and Louisiana methanol plant project increased revenues by $66.1 million. The increases were partially offset by decreases of $78.5 million from projects substantially completed in 2017 and $27.5 million of revenue recognized in the third quarter of 2016 from the collection of a disputed receivable.

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Gross Profit

Gross profit was $70.4 million for the three months ended September 30, 2017, an increase of $20.3 million, or 40.5%, compared to the same period in 2016. Gross profit increased by $37.3 millionMarch 31, 2018 from the third quarter 2016 write-down of the Belton area jobs and by $5.1 million from our Southern California joint venture power plant projects and our Mid-Atlantic power plant project. In addition, acquisitions completed subsequent toin the thirdsecond quarter of 2016 increased gross profit by $3.82017 totaled $16.8 million. The increases were partially offset by $26.7 million of gross profit recognized in the third quarter of 2016 from the collection of a disputed receivable.

For the nine months ended September 30, 2017, gross profit increased by $77.3 million, or 58.2%, compared to the same period in 2016. Smaller write-downs on the Belton area jobs and two large pipeline projects in Florida increased gross profit by $52.2 million and $50.6 million, respectively. In addition, our Southern California joint venture power plant projects and our Mid-Atlantic power plant project increased gross profit by $11.0 million. The increases were partially offset by $26.7 million of gross profit recognized in the third quarter of 2016 from the collection of a disputed receivable and a $25.9 million decrease due to increased costs on DOT projects.

 

As discussed in Note 24Basis of Presentation”Revenue”, included in the unaudited notes to our condensed consolidated financial statements included under Part I of this Form 10-Q, we had unapproved change orders and claimscontract modifications included in contract valuethe transaction price that totalledtotaled approximately $87.6$81.0 million at September 30, 2017.March 31, 2018. Of this amount, approximately $50.1$61.6 million was claims related to the Belton area projects within our Civil segment.

Gross Profit

Gross profit was $44.6 million for the three months ended March 31, 2018, a decrease of $10.5 million, or 19.1%, compared to the same period in 2017.  The decrease was primarily due to the substantial completion of two large Florida pipeline projects and $22.2 million wasa petrochemical plant project in 2017, partially offset by progress on our Carlsbad joint venture power plant project.  Gross profit in the three months ended March 31, 2018 from acquisitions completed in the second quarter of 2017 totaled $3.7 million. Gross profit as a percentage of revenue decreased to 8.8% in the three months ended March 31, 2018 from 9.8% in the same period in 2017 due primarily to favorable performance on the two completed jobs that are currentlyFlorida pipeline projects in legal dispute.2017. 

 

Selling, general and administrative expenses

 

Selling, general and administrative (“SG&A”) expenses of $42.6$38.7 million during the three months ended September 30, 2017, increasedMarch 31, 2018, decreased by $6.6$1.2 million, or 18.2%3.0%, compared to the thirdfirst quarter of 2016. Approximately $4.5 million of the increase in SG&A is related to businesses acquired subsequent to the third quarter of 2016.2017. The primary reason for the remaining increasedecrease was a $2.2$3.7 million increasereduction in compensation related expenses, including incentive compensation accruals.accruals and a $0.9 million decrease in legal fees. The overall decrease is partially offset by $2.6 million of incremental expense from the businesses acquired in the second quarter of 2017, and $1.6 million of expenses related to the pending Willbros merger. SG&A expense as a percentage of revenue decreased slightlyincreased to 7.0%7.7% compared to 7.1% for the corresponding period in 20162017 due primarily to the increasedecrease in revenue.

SG&A expense Excluding the impact of $128.4 million increased $27.2 million, or 26.9%, for the nine months ended September 30, 2017, compared to the same period in 2016. Approximately $8.0 million of the increase in SG&A is related to businesses acquired subsequent to the third quarter of 2016. The remaining increase was primarily due to a $13.1 million increase in compensation related expenses, including incentive compensation accruals; a $1.2 million increase in advisory fees for acquisitions; a $1.0 million benefit in the prior year from an adjustment to the pension withdrawal liability; and a $0.8 million increase in legal costs.acquisitions, SG&A as a percentage of revenue for the nine months ended September 30, 2017 decreasedincreased slightly to 7.1%7.4% compared to 7.3%7.1% for the corresponding period in 2016, as a result of the increase in revenue.2017.

 

Planned JCG Texas Heavy Civil division divestiture and impairment of goodwill

In October 2016, the Company announced that it planned to divest its Texas heavy civil business unit, which operates as a division of JCG.  The Company planned to continue to operate the business unit until completion of a sale.  The Company engaged a financial advisor to assist in the sale and marketed the business unit.  In April 2017, the Board of Directors determined that based on the information available, the Company would attain the best long-term value by withdrawing from the sales process and continuing to operate the business unit.  Primoris will aggressively pursue claims that will be made for five Texas Department of Transportation projects that resulted in significant losses recorded in 2016.  However, there can be no assurance as to the final amounts collected.   

Under the provisions of ASC 350, the planned divestiture triggered an analysis of the goodwill amount recorded on the balance sheet of JCG.  The analysis resulted in the Company recording a pretax, non-cash goodwill impairment charge of approximately $2.7 million in the third quarter of 2016.

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Other income and expense

 

Non-operating income and expense items for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 were as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

Three Months Ended

 

 

September 30, 

 

September 30, 

 

 

March 31, 

 

    

2017

    

2016

    

2017

    

2016

 

    

2018

    

2017

 

 

(Thousands)

 

(Thousands)

 

Investment income

 

$

6,066

 

$

 —

 

$

6,066

 

$

 —

 

Foreign exchange gain (loss)

 

167

 

(92)

 

 

299

 

 

288

 

Other expense

 

 

(39)

 

 

(278)

 

 

(52)

 

 

(278)

 

Foreign exchange gain

 

$

257

 

$

23

 

Other income (expense), net

 

 

(12)

 

 

 —

 

Interest income

 

 

228

 

 

31

 

 

411

 

 

122

 

 

 

272

 

 

69

 

Interest expense

 

 

(2,198)

 

 

(2,246)

 

 

(6,605)

 

 

(6,754)

 

 

 

(1,998)

 

 

(2,262)

 

Total other income (expense)

 

$

4,224

 

$

(2,585)

 

$

119

 

$

(6,622)

 

 

$

(1,481)

 

$

(2,170)

 

 

Investment income in the three months ended September 30, 2017 is related to a $6.0 million unrealized gain from a short-term investment in marketable equity securities.

For the three and nine months ended September 30, 2017 and 2016, foreignForeign exchange gains reflect currency exchange fluctuations of the United States dollar compared to the Canadian dollar.  Most of our Canadian subsidiary’s contracts are sold based on United States dollars, but a portion of

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the work is paid for with Canadian dollars creating a positive currency exchange difference when the value of the Canadian dollar is less than the US dollar.

 

Interest income is derived from interest earned on excess cash invested primarily in short-termshort term U.S. Treasury bills, which are backed by the federal government, and other investments that may not be backed by the federal government.

 

Interest expense for the three and nine months ended September 30, 2017 remain relatively unchangedMarch 31, 2018 decreased compared to the same periodsperiod in 20162017 due to relatively similar levels of long-termlower average debt for the periods.balances in 2018.

 

Provision for income taxes

 

The Company determines itsWe are subject to extensive tax liabilities imposed by multiple jurisdictions. We determine our best current estimate of the annual effective tax rate at each interim period using expected annual pre-tax earnings, statutory tax rates, and available tax planning opportunities. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source ofcause variability in the effective tax rate from quarter to quarter. We recognize interest and penalties related to uncertain tax positions, if any, as an income tax expense.

   

The CompanyWe recorded income tax expense for the three months ended September 30, 2017March 31, 2018 of $10.0$0.2 million compared to $4.1$4.5 million for the three months ended September 30, 2016.March 31, 2017. The $5.9$4.3 million increasedecrease in income tax expense was primarily driven by a $22.0an $11.3 million increasedecrease in pre-tax income (excluding noncontrolling interests); partially offset by a 14.9% decrease in effective and the Tax Cuts and Jobs Act’s reduction of the U.S. federal corporate income tax rate from 47.5%35% to 32.6%. The decrease in the21% effective tax rate was driven by favorable prior year provision-to-return adjustments,  including the 2017 impact of tax credits to be claimed in all open years.January 1, 2018.

 

The Company recorded income tax expense for the nine months ended September 30, 2017 of $28.6 million compared to $9.2 million for the nine months ended September 30, 2016.  The $19.4 million increase was primarily driven by a $57.0 million increase in pre tax income (excluding noncontrolling interests); partially offset by a 6.5% decrease in effective tax rate from 43.0% to 36.5%.  The decrease in effective tax rate was primarily due to favorable prior year provision-to-return adjustments,  including the 2017 impact of tax credits to be claimed in all open years.

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Segment results

 

Power, Industrial and Engineering Segment

 

Revenue and gross profit for the Power segment for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 

 

 

 

2017

 

2016

 

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

Power Segment

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

154,178

 

 

 

$

101,811

 

 

 

Gross profit

 

$

18,842

 

12.2%

 

$

10,893

 

10.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

 

Three Months Ended March 31, 

 

 

2017

 

2016

 

 

2018

 

2017

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

    

(Thousands)

    

Revenue

    

(Thousands)

    

Revenue

 

Power Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

443,191

 

 

 

$

367,025

 

 

 

 

$

166,555

 

 

 

$

131,240

 

 

 

Gross profit

 

$

52,498

 

11.8%

 

$

36,570

 

10.0%

 

 

$

24,071

 

14.5%

 

$

15,524

 

11.8%

 

 

Revenue increased by $52.4$35.3 million, or 51.4%26.9%, for the three months ended September 30, 2017,March 31, 2018, compared to the same period in 2016.2017. The increasegrowth is primarily due to a $27.1 million increase from our Carlsbad joint venture power plant projectsproject ($31.0 million) and a monoethylene glycol plant project in Texas that started in the third quarter of 2017 ($10.9 million). In addition, a refinery project in Southern California,  and a $13.3 million increase from a powerLNG plant construction project in the Mid-Atlantic region that began lateNortheast, and a West Texas solar electric facility increased revenue in the thirdfirst quarter of 2016. In addition, acquisitions completed subsequent to the third quarter of 2016 contributed $6.8 million to the increase.

Revenue increased by $76.2 million, or 20.8%, during the nine months ended September 30, 2017, compared to the same period in 2016.2018. The overall increase is primarily due to a $77.1 million increase from our joint venture power plant projects in Southern California, a $28.8 million increase from a power plant construction project in the Mid-Atlantic region that began late in the third quarter of 2016, and a $16.8 million increase from a project at a methane plant in Texas that began in 2017. These increases arewas partially offset by a $26.0 million reduction from the substantial completioncompletions of a large petrochemical plant in Louisiana and our Wilmington joint venture power plant project in the second quarter of 2017 and a $24.8 million decrease due to the completion of two large parking structures in 2016.($44.3 million).  

 

Gross profit for the three months ended September 30, 2017,March 31, 2018, increased by $7.9$8.5 million, or 73.0%55.1%, compared to the same period in 2016.2017.  The increase is primarily due to a $5.0 million increase from the additional revenue provided by the joint venture projects in Southern California and the power plant project in the Mid-Atlantic and a $1.1 million increase from the acquisitions completed subsequent to the third quarter of 2016. These are partially offset by a $2.7 million decrease from the substantial completion of the petrochemical plant in the second quarter of 2017. Additionally, in the third quarter of 2016, higher costs on a project in Texas resulted in a $4.0 million reduction in gross profit.    

growth. Gross profit as a percentage of revenue increased by $15.9 million, or 43.6%,to 14.5% during the ninethree months ended September 30, 2017,March 31, 2018 compared to 11.8% in the same period in 2016.  The increase is2017 primarily due to a $11.0 million increase from the additional revenue providedhigher margin percentage realized by theour Carlsbad joint venture projects in Southern California and the power plant project in the Mid-Atlantic and a $1.1 million increase from acquisitions completed subsequent to the third quarter of 2016. In addition, we had higher costs on a project in Texas during the nine months ended September 30, 2016 that resulted in a $4.5 million write down. These increases are partially offset by a $4.2 million decrease from the substantial completion of the petrochemical plant in the second quarter of 2017.project.

 

Gross profit as a percent of revenues increased to 12.2% and 11.8% during the three and nine months ended September 30, 2017, respectively, from 10.7% and 10.0% in the same periods in 2016, primarily as a result of the higher costs on a project in Texas during the three and nine months ended September 30, 2016.

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Pipeline and Underground Segment

 

Revenue and gross profit for the Pipeline segment for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 

 

 

 

2017

 

2016

 

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

Pipeline Segment

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,357

 

 

 

$

106,042

 

 

 

Gross profit

 

$

12,084

 

14.3%

 

$

32,402

 

30.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

 

Three Months Ended March 31, 

 

 

2017

 

2016

 

 

2018

 

2017

 

    

 

 

    

% of

    

 

 

    

% of

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

Pipeline Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

402,425

 

 

 

$

217,182

 

 

 

 

$

57,583

 

 

 

$

183,445

 

 

 

Gross profit

 

$

79,575

 

19.8%

 

$

43,870

 

20.2%

 

 

$

7,891

 

13.7%

 

$

28,125

 

15.3%

 

In the third quarter of 2016, we collected a disputed receivable (the “Collection”) related to a major pipeline project completed in 2014, which resulted in recognizing revenue of approximately $27.5 million and gross profit of approximately $26.7 million. The following discussion excludes the impact of the Collection, which was a one-time item.

 

Revenue increaseddecreased by $5.8$125.9 million, or 7.4%68.6%, for the three months ended September 30, 2017,March 31, 2018, compared to the same period in 2016.2017. The increasedecrease is primarily due to a $46.6 million increase from pipeline projects in Texas and Pennsylvania that began in 2017, partially offset by a $42.3 million decrease from the substantial completion of pipeline jobs in Florida and North Carolina during the first half of 2017.

Revenue increased by $212.7 million, or 112.2%, for the nine months ended September 30, 2017, compared to the same period in 2016. The increase is primarily due to a $181.7 million increase from two large pipeline jobs in Florida which began in 2017 ($152.8 million), partially offset by incremental revenue from the thirdacquisition of Coastal during the second quarter of 2016, and a $32.0 million increase from a pipeline project in Pennsylvania that began in 2017. 2017 ($7.6 million).

 

Gross profit for the three months ended September 30, 2017 increasedMarch 31, 2018 decreased by $6.4$20.2 million, or 111.9%71.9%, compared to the same period in 2016.2017. The increasedecrease is primarily attributable to a $4.2 million increase from pipeline projects in Texas and Pennsylvania that began in 2017, and a $1.2 million increase from the Coastal acquisition that was completed in the second quartercompletion of 2017.

Gross profit for the nine months ended September 30, 2017 increased by $62.4 million compared to the same period in 2016. The increase is primarily attributable to a $50.6 million increase from the two pipeline jobs in Florida in Florida, which experienced good weather conditions resulting in no weather delays and high productivity.

2017. Gross profit as a percent of revenues increasedrevenue decreased to 14.3% and 19.8%13.7% during the three months and nine months ended September 30, 2017, respectively from 7.3% and 9.1%March 31, 2018 compared to 15.3% in the same periodsperiod in 2016 for2017. The decrease is primarily due to the reasons noted above.impact of start up costs on a micro-tunneling project in Southern California.  

 

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Table of Contents

Utilities and Distribution Segment

 

Revenue and gross profit for the Utilities segment for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 

 

 

Three Months Ended March 31, 

 

 

2017

 

2016

 

 

2018

 

2017

 

    

 

 

    

% of

    

 

 

    

% of

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

Utilities Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

246,524

 

 

 

$

186,985

 

 

 

 

$

166,710

 

 

 

$

116,980

 

 

 

Gross profit

 

$

36,081

 

14.6%

 

$

33,925

 

18.1%

 

 

$

9,051

 

5.4%

 

$

8,273

 

7.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

 

 

2017

 

2016

 

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

Utilities Segment

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

576,446

 

 

 

$

447,858

 

 

 

Gross profit

 

$

76,701

 

13.3%

 

$

68,651

 

15.3%

 

 

Revenue increased by $59.5$49.7 million, or 31.8%42.5%, for the three months ended September 30, 2017,March 31, 2018, compared to the same period in 2016.2017. The increase is primarily dueattributable to a $32.0 million increase in work for two major utility customers in California and a $12.9 million increase for two major utility customers in the Midwest. In addition,higher revenue increased by $7.2 million from a collaboration Master Service Agreement (“MSA”) arrangement for a major utility customer in California and the acquisition of FGC in the second quarter of 2017 increased revenue by $6.1 million.

Revenue for the nine months ended September 30, 2017 increased by $128.6 million, or 28.7%($21.3 million),  compared to the same period in 2016. The increase is primarily due to a $50.3 million increase in work for twohigher activity with another major utility customerscustomer in California ($12.8 million), and a $23.5 million increase forincreased activity with two major utility customers in the Midwest. In addition, revenue increased by $36.2 million from a collaboration MSA arrangement for a major utility customer in California, and the acquisitionimpact of the acquired FGC operations in the second quarter of 2017 increased revenue by $8.3 million.also benefited 2018 ($7.6 million). 

 

Gross profit for the three months ended September 30, 2017March 31, 2018 increased by $2.2$0.8 million, or 6.4%9.4%, compared to the same period in 2016.2017. The increase is primarily due to the acquisition of FGC in the second quarter of 2017 and the growth in revenue and the impact of acquired operations, partially offset by decreases related to a client delay and unfavorable weather conditions for major utility customers in the Midwest. Gross profit as a percentage of revenue decreased to 5.4% during the three months ended March 31, 2018 compared to 7.1% in the same period in 2017 primarily as a result of lower gross margins on the collaboration MSA work.

Gross profit forwork, the nine months ended September 30, 2017 increased $8.1 million, or 11.7%, compared toclient delay, and the same period in 2016 primarily due tounfavorable weather conditions experienced by the acquisition of FGCmajor utility customers in the second quarter of 2017 and the growth in revenue, partially offset by lower gross margin on the collaboration MSA work.

Gross profit as a percent of revenues decreased to 14.6% and 13.3% during the three and nine months ended September 30, 2017, respectively, from 18.1% and 15.3% in the same periods in 2016. The decrease is driven primarily by lower margins on the collaboration MSA work.Midwest.

 

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Civil Segment

 

Revenue and gross profit for the Civil segment for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 

 

 

 

2017

 

2016

 

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

Civil Segment

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

123,252

 

 

 

$

112,990

 

 

 

Gross profit

 

$

3,414

 

2.8%

 

$

(27,091)

 

(24.0%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

 

Three Months Ended March 31, 

 

 

2017

 

2016

 

 

2018

 

2017

 

    

 

 

    

% of

    

 

 

    

% of

 

    

 

 

    

% of

    

 

 

    

% of

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

 

 

 

Segment

 

 

 

 

Segment

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

 

(Thousands)

 

Revenue

 

(Thousands)

 

Revenue

 

Civil Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

378,916

 

 

 

$

363,020

 

 

 

 

$

113,271

 

 

 

$

129,837

 

 

 

Gross profit

 

$

1,183

 

0.3%

 

$

(16,400)

 

(4.5%)

 

 

$

3,547

 

3.1%

 

$

3,131

 

2.4%

 

 

 

In the third quarter of 2016, the Company recorded a $37.3 million write-down related to the Belton area projects. The following discussion excludes the impact of the write-down.

Revenue increaseddecreased by $10.3$16.6 million, or 9.1%12.8%, for the three months ended September 30, 2017,March 31, 2018, compared to the same period in 2016.2017. The increasedecrease is primarily due to a $14.7 million increase in Texas DOT projects and a $6.6 million increase fromthe substantial completion of a methanol plant project in($10.9 million) and a large petrochemical plant project ($9.3 million) as well as lower Texas DOT volumes. The overall decrease was partially offset by higher Louisiana DOT volumes and an increase from a Louisiana power station project that began in 2017. These increases are partially offset by a $6.7 million decrease from three projects that were substantially completed prior to the thirdfourth quarter of 2017.

 

RevenueGross profit increased by $15.9$0.4 million or 4.4%, for the ninethree months ended September 30, 2017,March 31, 2018, compared to the same period in 2016.  The increase is2017 primarily due to a $34.8 million increase in Texas DOT projects, a $31.3 million increase from a methanol plant project in Louisiana that began in 2017, and a $12.8 million increase in Arkansas DOT projects. These increases are partially offset by a $27.7 million decrease from four projects that were substantially completed prior to the third quarter of 2017, a $16.7 million decrease in Louisiana DOTD projects, and a $9.5 million decrease in Florida mine work.

Gross profit decreased by $6.8 million for the three months ended September 30, 2017, compared to the same period in 2016 primarily due to a $5.2 million decrease as a result of increased costs on Arkansas DOT, Louisiana DOTD, and other Texas DOT projects, partially offset by a $2.3 million increase from the methanol plant project in Louisiana that began in 2017.

Gross profit decreased by $19.7 million for the nine months ended September 30, 2017, compared to the same period in 2016. The decrease was primarily due to a $25.9 million decrease as a result of higher costs on Arkansas DOT Louisiana DOTD, and other Texas DOT projects and a $6.2 million decrease from the substantial completion of a large petrochemical plant in Louisiana in the second quarter ofthree months ended March 31, 2017. The decreaseoverall increase was partially offset by a $14.9 million increase from lower write downs on the Belton areasubstantial completions of the methanol plant and petrochemical plant projects whichin 2017 and unfavorable weather conditions experienced higher costs in Texas and Louisiana during the first ninethree months of 2016.ended March 31, 2018.

 

Gross profit as a percent of revenue decreasedincreased to 2.8% and 0.3%3.1% during the three and nine months months ended September 30, 2017, respectively, from 9.0% and 5.8%March 31, 2018, compared to 2.4% in the same periods in 2016 for2017 primarily due to the reasons noted above.

 

Revenue at the five Belton area projects was $34.4 million and $114.1$32.1 million for the three and nine months ended September 30, 2017, respectivily,March 31, 2018, representing 27.9% and 30.1%28.4% of total Civil revenue. Revenue for which no margin was recognized was $37.5 million and $98.1 million, respectively, for$17.2 million. During the three and nine months ended September 30, 2017, of which $21.1 million and $62.8 million was fromMarch 31, 2018, the Belton area projects. Thefour Belton area jobs in a loss position contributed $2.5$1.5 million gross profit primarily due to increases from expected claim recovery. Two of the Belton area jobs in a loss position were completed during 2017, and the remaining Belton area job contributed ($0.2) million gross profit during the nine-month period ended September 30, 2017.two loss jobs are scheduled to be completed in 2018. At September 30, 2017,March 31, 2018, the accrued loss provision for the four Belton area projects was $6.6$4.3 million and estimated remaining revenue for the fourtwo open jobs in a loss position was $63.7$46.5 million.

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Table of Contents

Completion of the jobs is scheduled for the latter half of 2018. At September 30, 2017, estimated revenue for the The remaining Belton area job contributed $0.2 million gross profit during the three months ended March 31, 2018. At March 31, 2018, estimated remaining revenue for the job was $101.7$75.7 million, with completion of the job scheduled for early 2019.

 

Geographic area financial information

 

The majority of the Company’s revenues areour revenue is derived from customers in the United States with approximately 1%1.0% generated from sources outside of the United States.

 

Backlog

 

For companies in the construction industry, backlog can be an indicator of future revenue streams. We define backlog as a combination of: (1) anticipated revenue from the uncompleted portions of existing contracts for which we have known revenue amounts for fixed and unit price contracts (“Fixed Backlog”), and (2) the estimated revenuesrevenue on MSA work for the next four quarters (“MSA Backlog”).  We normally do not include time-and-equipment, time-and-materialstime and material and cost reimbursable plus fee contracts in the calculation of backlog, since their final revenue amount is difficult to estimate in advance.  However, we will include these types of contracts in backlog if the customer specifies an anticipated revenue amount.

 

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Table of Contents

The two components of backlog, Fixed Backlog and MSA Backlog, are detailed below.

 

Fixed Backlog

 

Fixed Backlog by reportable segment as of December 31, 20162017 and September 30, 2017March 31, 2018 and the changes in Fixed Backlog for the ninethree months ended September 30, 2017March 31, 2018 are as follows (in millions) are as follows::

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Beginning Fixed

    

 

 

    

 

 

    

Ending Fixed

    

Revenue

    

Total Revenue

 

    

Beginning Fixed

    

 

 

    

 

 

    

Ending Fixed

    

 

Revenue

    

 

Total Revenue

 

 

Backlog at

 

Contract

 

Revenue

 

Backlog

 

Recognized from

 

for Nine Months

 

 

Backlog at

 

Contract

 

Revenue

 

Backlog

 

 

Recognized from

 

 

for Three Months

 

 

December 31, 

 

Additions to

 

Recognized from

 

at September 30, 

 

Non-Fixed Backlog

 

ended September 30, 

 

 

December 31, 

 

Additions to

 

Recognized from

 

at March 31, 

 

 

Non-Fixed Backlog

 

 

ended March 31, 

 

Reportable Segment

 

2016

 

Fixed Backlog

 

Fixed Backlog

 

2017

 

Projects

 

2017

 

 

2017

 

Fixed Backlog

 

Fixed Backlog

 

2018

 

 

Projects

 

 

2018

 

Power

 

$

469.6

 

$

352.3

 

$

403.4

 

$

418.5

 

$

39.8

 

$

443.2

 

 

$

382.2

 

$

107.0

 

$

147.2

 

$

342.0

 

 

$

19.3

 

   

$

166.5

 

Pipeline

 

 

1,019.4

 

 

169.3

 

 

381.0

 

 

807.7

 

 

21.4

 

 

402.4

 

 

 

777.7

 

 

35.0

 

 

50.3

 

 

762.4

 

 

 

7.3

 

 

 

57.6

 

Utilities

 

 

31.5

 

 

187.8

 

 

153.5

 

 

65.8

 

 

423.0

 

 

576.5

 

 

 

58.7

 

 

42.6

 

 

47.0

 

 

54.3

 

 

 

119.7

 

 

 

166.7

 

Civil

 

 

605.9

 

 

449.4

 

 

371.9

 

 

683.4

 

 

7.0

 

 

378.9

 

 

 

606.0

 

 

102.3

 

 

111.1

 

 

597.2

 

 

 

2.2

 

 

 

113.3

 

Total

 

$

2,126.4

 

$

1,158.8

 

$

1,309.8

 

$

1,975.4

 

$

491.2

 

$

1,801.0

 

 

$

1,824.6

 

$

286.9

 

$

355.6

 

$

1,755.9

 

 

$

148.5

 

 

$

504.1

 

 

RevenuesRevenue recognized from non-Fixed Backlog projects shown above are generated by MSA projects and projects completed under time-and-equipment, time-and-materialstime and cost-reimbursable-plus-feematerial and cost reimbursable plus fee contracts or are revenuegenerated from the sale of construction materials, such as rock or asphalt to outside third parties or sales of water services by BW Primoris.services.

 

At September 30, 2017,March 31, 2018, our total Fixed Backlog was $1.98$1.76 billion, representing a decrease of $151.0$68.7 million, or 3.3%3.8%, compared to $2.13$1.82 billion as of December 31, 2016.2017. 

 

MSA Backlog

 

The following table outlines historical MSA revenuesrevenue for the past sevenfive quarters ($ in(in millions):

 

 

 

 

 

 

 

 

 

 

 

 

Quarterly MSA Revenues

 

 

Quarterly MSA Revenue

 

2016

 

2017

    

2017

    

2018

First Quarter

 

105.2

 

105.5

 

$

105.5

 

$

146.4

Second Quarter

 

142.2

 

181.0

 

$

181.0

 

 

 

Third Quarter

 

160.2

 

197.9

 

$

197.9

 

 

 

Fourth Quarter

 

168.6

 

 

 

$

180.9

 

 

 

 

MSA Backlog includes anticipated MSA revenuesrevenue for the next twelve months. We estimate MSA revenuesrevenue based on historical trends, anticipated seasonal impacts and estimates of customer demand based on information from our customers.

 

The following table shows our estimated MSA Backlog at March 31, 2018 by reportable segment (in millions):

 

 

 

 

 

 

 

MSA Backlog

 

 

 

at March 31, 

 

Reportable Segment:

    

2018

 

Power

 

$

37.3

 

Pipeline

 

 

26.2

 

Utilities

 

 

786.5

 

Civil

 

 

 —

 

Total

 

$

850.0

 

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The following table shows our estimated MSA Backlog at September 30, 2017 by reportable segment (in millions):

 

 

 

 

 

MSA Backlog

 

 

at September 30, 

 

Reportable Segment:

2017

 

Power

$

40.6

 

Pipeline

 

42.8

 

Utilities

 

557.2

 

Civil

 

 —

 

Total

$

640.6

 

Total Backlog

 

The following table shows total backlog (Fixed Backlog plus MSA Backlog), by reportable segment as of the quarter-end dates shown below (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reportable Segment:

 

September 30, 2016

    

December 31, 2016

    

March 31, 2017

    

June 30, 2017

 

September 30, 2017

 

    

March 31, 2017

    

June 30, 2017

    

September 30, 2017

    

December 31, 2017

    

March 31, 2018

 

Power

 

$

533.6

 

$

511.9

 

$

577.4

 

$

491.3

 

$

459.1

 

 

$

577.4

 

$

491.3

 

$

459.1

 

$

423.0

 

$

379.3

 

Pipeline

 

 

1,030.3

 

 

1,052.6

 

 

917.1

 

 

927.5

 

 

850.5

 

 

917.1

 

 

927.5

 

 

850.5

 

 

813.0

 

 

788.6

 

Utilities

 

 

519.0

 

 

606.5

 

 

672.3

 

 

664.1

 

 

623.0

 

 

 

672.3

 

 

664.1

 

 

623.0

 

 

739.2

 

 

840.8

 

Civil

 

 

612.1

 

 

626.9

 

 

631.7

 

 

667.5

 

 

683.4

 

 

 

631.7

 

 

667.5

 

 

683.4

 

 

624.2

 

 

597.2

 

Total

 

$

2,695.0

 

$

2,797.9

 

$

2,798.5

 

$

2,750.4

 

$

2,616.0

 

 

$

2,798.5

 

$

2,750.4

 

$

2,616.0

 

$

2,599.4

 

$

2,605.9

 

 

We expect that during the next four quarters, we will recognize as revenue approximately 71%74% of the total backlog at September 30, 2017,March 31, 2018, comprised of backlog of approximately: 78%89% of the Power segment; 55% of the Pipeline segment; 100% of the Utilities segment; and 61%52% of the Civil segment.

 

Backlog should not be considered a comprehensive indicator of future revenues,revenue, as a percentage of our revenues arerevenue is derived from projects that are not part of a backlog calculation.  The backlog estimates include amounts from estimated MSA revenues,revenue, but our customers are not contractually obligated to purchase an amount of services from us under the MSAs.  Any of our contracts, MSA, fixed pricefixed-price or fixed unit price,unit-price, may be terminated by our customers on relatively short notice. In the event of a project cancellation, we may be reimbursed for certain costs, but typically we have no contractual right to the total revenuesrevenue reflected in backlog.  Projects may remain in backlog for extended periods of time as a result of customer delays, regulatory requirements or project specific issues.  Future revenuesrevenue from projects completed under time-and-equipment, time-and-materialstime and cost-reimbursable-plus-feematerial and cost reimbursable plus fee contracts may not be included in our estimated backlog amount.

 

Liquidity and Capital Resources

 

Cash Needs

 

Liquidity represents our ability to pay our liabilities when they become due, fund business operations and meet our contractual obligations and execute our business plan.  Our primary sources of liquidity are our cash balances at the beginning of each period and our net cash flow.  If needed, we have availability under our lines of credit to augment liquidity needs.  In order to maintain sufficient liquidity, we evaluate our working capital requirements on a regular basis.  We may elect to raise additional capital by issuing common stock, convertible notes, term debt or increasing our credit facility as necessary to fund our operations or to fund the acquisition of new businesses.

 

Our cash and cash equivalents totaled $143.2$134.2 million at September 30, 2017March 31, 2018 compared to $135.8$170.4 million at December 31, 2016.2017. We anticipate that our cash and investmentscash equivalents on hand, existing borrowing capacity under our credit facility and our future cash flows from operations will provide sufficient funds to enable us to meet our operating needs, our planned capital expenditures, and settle our ability to growcommitments and contingencies for at least the next twelve months. In evaluating our liquidity needs, we do not consider cash and cash equivalents held by our consolidated VIEs. These amounts, which totaled $67.0$68.2 million and $7.0$60.3 million as of September 30, 2017March 31, 2018 and December 31, 2016,2017, respectively, were not available for general corporate purposes.

 

The construction industry is capital intensive, and we expect to continue to make capital expenditures to meet anticipated needs for our services. Historically, we have invested an amount that approximated the sum of depreciation and amortization expenses plus proceeds from equipment sales. During the three months ended March 31, 2018, we spent approximately $19.1 million for capital expenditures, which included $7.8 million spent for our investment in the solar projects and $6.0 million for construction equipment. The total of our depreciation, amortization and equipment sales was approximately $20.5 million.  Capital expenditures for the remaining nine months of 2018 are expected to total between $50.0 million and $55.0 million.

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and amortization expenses plus proceeds from equipment sales. During the nine months ended September 30, 2017, capital expenditures were approximately $57.3 million.  In addition, the companies acquired during the period added $12.4 million to property, plant and equipment, and we assumed $4.2 million of mortgage debt during the period.  For the first nine months of 2017, total construction equipment purchases were $38.2 million, while the amount of depreciation, amortization and equipment sales proceeds were approximately $56.3 million.  Capital expenditures for the remaining three months of 2017 are expected to total between $5.0 million and $10.0 million.

Cash Flows

 

Cash flows during the ninethree months ended September 30,March 31, 2018 and 2017 and 2016 are summarized as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

 

 

September 30, 

 

Three months ended 

 

    

2017

    

2016

 

 

March 31, 

 

 

(Thousands)

 

(Thousands)

 

    

2018

    

2017

 

Change in cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

161,432

 

$

50,617

 

 

$

3,660

 

$

49,088

 

Net cash used in investing activities

 

 

(129,762)

 

 

(48,482)

 

 

 

(25,391)

 

 

(17,238)

 

Net cash used in financing activities

 

 

(24,258)

 

 

(14,590)

 

 

 

(14,482)

 

 

(19,188)

 

Net change in cash and cash equivalents

 

$

7,412

 

$

(12,455)

 

 

$

(36,213)

 

$

12,662

 

 

Operating Activities

 

The source of our cash flows from operating activities for the ninethree months ended September 30,March 31, 2018 and 2017 and 2016 were as follows:follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

September 30, 

 

 

 

 

 

    

2017

    

2016

    

Change

 

 

 

(Thousands)

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

81,567

 

$

28,825

 

$

52,742

 

Depreciation and amortization

 

 

49,248

 

 

51,445

 

 

(2,197)

 

Stock-based compensation expense

 

 

911

 

 

1,169

 

 

(258)

 

Unrealized gain on short-term investments

 

 

(5,980)

 

 

 —

 

 

(5,980)

 

Gain on sale of property and equipment

 

 

(3,880)

 

 

(3,361)

 

 

(519)

 

Goodwill and intangible asset impairment

 

 

477

 

 

2,716

 

 

(2,239)

 

Changes in assets and liabilities

 

 

67,614

 

 

(14,311)

 

 

81,925

 

Net other income (expense) and tax provision

 

 

(28,525)

 

 

(15,866)

 

 

(12,659)

 

Net cash provided by operating activities

 

$

161,432

 

$

50,617

 

$

110,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

 

 

 

 

March 31, 

 

 

 

 

 

    

2018

    

2017

    

Change

 

Operating Activities:

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,216

 

$

8,512

 

$

(4,296)

 

Depreciation and amortization

 

 

16,792

 

 

15,861

 

 

931

 

Changes in assets and liabilities

 

 

(16,499)

 

 

25,520

 

 

(42,019)

 

Other

 

 

(849)

 

 

(805)

 

 

(44)

 

Net cash provided by operating activities

 

$

3,660

 

$

49,088

 

$

(45,428)

 

Net cash provided by operating activities for the three months ended March 31, 2018 was $3.7 million , a decrease of $45.4 million compared to the three months ended March 31, 2017.  The decrease year over year was primarily due to an unfavorable impact from the changes in assets and liabilities.

 

The netsignificant components of the $16.5 million change in assets and liabilities duringfor the ninethree months ended September 30, 2017 resulted in cash provided by the net change of $67.6 million, compared to a net use of cash of $14.3 million in the nine months ended September 30, 2016, an improvement in cash flows of $81.9 million. The primary reason for the improvement of $81.9 million was an increase of $87.7 million in billings in excess of costs and estimated earnings and an improvement of $14.8 million in accounts receivable for the current year, partially offset by a decrease in accounts payable of $27.8 million.

For the nine months ended September 30, 2017, the $67.6 million of cash provided by the changes in assets and liabilitiesMarch 31, 2018 are outlinedsummarized as follows:

 

·

Accounts receivableContract liabilities decreased by $41.9$31.7 million from December 31, 2016, reflecting successful collection efforts during the first nine months of 2017. For non-disputed receivables (excluding retainage), our days sales outstanding declined from 47 days at December 31, 2016 to 38 days at September 30, 2017.  In addition to maintaining an excellent collection history, we have certain lien rights that can provide additional security for collections. At September 30, 2017, accounts receivable represented 28.3% of our total assets compared to 33.1% at the end of 2016; 

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·

Billings in excess of costs and estimated earnings increased by $46.1 million compared to December 31, 2016, primarily due to a $39.5 million increase from our Carlsbad joint venture project;

·

Uninstalled inventory decreased by $9.6 million during the first nine months of 2017; 

·

Prepaid expenses and other current assets decreased by $7.3 million compared to December 31, 2016;

·

Costs and estimated earnings in excess of billings (“CIE”) increased by $38.5 million compared to December 31, 2016. CIE results primarily from either time lags between revenue recognition and contractual billing terms or the billing lag at the end of each month; andlower deferred revenue;

 

·

Accounts payable decreased by $17.8 million and accrued expenses and other current liabilities increased by $17.8$10.0 million during the first ninequarter of 2018;

·

Accounts receivable decreased by $30.7 million from December 31, 2017, reflecting a seasonal reduction in revenue and successful collection efforts during the first three months of 2017.2018. For non-disputed receivables, our days sales outstanding declined from 46 days at December 31, 2017 to 38 days at March 31, 2018.  

 

Investing activities

 

During the ninethree months ended September 30, 2017,March 31, 2018, we purchased property and equipment for $57.3$19.1 million in cash  (which is net of assumed mortgage notes of $4.2 million) compared to $52.1$19.2 million during the same period in the prior year.  We believe thatthe ownership of equipment is generally preferable to renting equipment on a project-by-project basis, as ownership helps to ensure the equipment is available for our projects when needed. In the past,addition, ownership has historically resulted in lower overall equipment costs.

 

In connection with the pending merger with Willbros, we agreed to provide, at our discretion, up to $20.0 million in secured bridge financing to support Willbros’ working capital needs through the Closing Date (as defined in the Merger Agreement). In March 2018, we provided $10.0 million in secured bridge financing to Willbros. We paid $13.6 million duringare under no obligation to provide any future advances. In the nine months ended September 30, 2017 for a short-term investmentevent the pending merger with Willbros does not close, we expect the note to be repaid in marketable equity securities. We did not have any purchases of investments during the nine months ended September 30, 2016.2018.

 

During the nine months ended September 30, 2017, we used $66.2 million for acquisitions, primarily related to FGC and Coastal. 

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Financing activities

 

Financing activities used cash of $24.3$14.5 million for the ninethree months ended September 30,March 31, 2018, which was the net of several transactions, including:

·

Repayment of long-term debt and capital leases of $12.9 million;

·

Dividend payments of $3.1 million to our stockholders; and

·

Proceeds of $1.5 million from the issuance of 71,757 shares of common stock purchased by the participants in the Primoris Long-term Retention Plan.

Financing activities used cash of $19.2 million for the three months ended March 31, 2017, which was the net of several transactions, including:

 

·

$30.0 million in proceeds from the issuance of debt secured by our equipment;

·

$41.3 million in repaymentRepayment of long-term debt and capital leases;leases of $12.5 million;

·

Dividend payments of $8.5 million to our stockholders;

·

Repurchase of $5.0 million of common stock; and

·

$1.1Dividend payments of $2.8 million in proceedsto our stockholders; and

·

Proceeds of $1.1 million from the issuance of 65,429 shares of common stock purchased by the participants in the Primoris Long-term Retention Plan.

 

Financing activities used cash of $14.6 million for the nine months ended September 30, 2016, which was the net of several transactions, including:

·

$30.0 million in proceeds from the issuance of debt secured by our equipment;

·

$37.5 million in repayment of long-term debt and capital leases;

·

Dividend payments of $8.5 million to our stockholders;

·

$1.4 million in proceeds from the issuance of 85,907 shares of common stock purchased by the participants in the Primoris Long-term Retention Plan.

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Credit Agreements

 

For a description of our credit agreements, see Note 109 — “Credit Arrangements” in Item 1, Financial Statements of this ThirdFirst Quarter 20172018 Report.

 

Related party transactions

 

For a discussion of related party transactions, please see Note 1211 — “Related Party Transactions” in Item 1, Financial Statements of this ThirdFirst Quarter 20172018 Report.

 

Common stock

 

For a discussion of items affecting our common stock, please see Note 1615 — “Stockholders’ Equity” in Item 1, Financial Statements of this ThirdFirst Quarter 20172018 Report.

 

Contractual Obligations

 

As of September 30, 2017,March 31, 2018, we had $255.1$246.3 million of outstanding long-term debt and capital lease obligations, and there were no short-term borrowings.

 

A summary of contractual obligations as of September 30, 2017March 31, 2018 was as follows:follows (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Total

    

1 Year

    

2 - 3 Years

    

4 - 5 Years

    

After 5 Years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In Millions)

 

    

Total

    

1 Year

    

2 - 3 Years

    

4 - 5 Years

    

After 5 Years

 

Long-term debt and capital lease obligations

 

$

255.1

 

$

62.9

 

$

106.6

 

$

52.2

 

$

33.4

 

 

$

246.3

 

$

64.2

 

$

106.2

 

$

53.5

 

$

22.4

 

Interest on long-term debt (1)

 

 

24.3

 

 

6.8

 

 

9.2

 

 

4.4

 

 

3.9

 

 

 

23.1

 

 

6.7

 

 

8.9

 

 

4.1

 

 

3.4

 

Pension plan withdrawal liability

 

 

4.9

 

 

1.1

 

 

2.2

 

 

1.6

 

 

 —

 

 

 

4.5

 

 

4.5

 

 

 —

 

 

 —

 

 

 —

 

Equipment operating leases

 

 

30.9

 

 

11.5

 

 

15.5

 

 

3.9

 

 

 —

 

 

 

29.2

 

 

12.3

 

 

15.2

 

 

1.7

 

 

 —

 

Contingent consideration obligations

 

 

1.3

 

 

1.3

 

 

 —

 

 

 —

 

 

 —

 

 

 

0.7

 

 

0.7

 

 

 —

 

 

 —

 

 

 —

 

Real property leases

 

 

11.4

 

 

4.2

 

 

5.5

 

 

1.6

 

 

0.1

 

 

 

13.2

 

 

5.2

 

 

6.5

 

 

1.5

 

 

 —

 

Real property leases—related parties

 

 

1.9

 

 

0.5

 

 

0.8

 

 

0.6

 

 

 —

 

 

$

329.8

 

$

88.3

 

$

139.8

 

$

64.3

 

$

37.4

 

 

$

317.0

 

$

93.6

 

$

136.8

 

$

60.8

 

$

25.8

 

Letters of credit

 

$

19.8

 

$

19.8

 

$

 —

 

$

 —

 

$

 —

 

 

$

20.7

 

$

20.7

 

$

 —

 

$

 —

 

$

 —

 


(1)

The interest amount represents interest payments for our fixed rate debt assuming that principal payments are made as originally scheduled.

 

The table does not include potential obligations under multi-employer pension plans in which some of our employees participate.  Our multi-employer pension plan contribution rates are generally specified in our collective bargaining agreements, and contributions are made to the plans based on employee payrolls.  Our obligations for future

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periods cannot be determined because we cannot predict the number of employees that we will employ at any given time nor the plans in which they may participate.

 

We may also be required to make additional contributions to multi-employer pension plans if they become underfunded, and these contributions wouldwill be determined based on our union payroll.  The Pension Protection Act of 2006 added special funding and operational rules for multi-employer plans that are classified as “endangered”,“endangered,” “seriously endangered”, or “critical” status.  Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, which may require additional contributions from employers.  The amountamounts of additional funds that we may be obligated to contribute cannot be reasonably estimated and is not included in the table above.

 

In November 2011, members of the Pipe Line Contractors Association “PLCA”,(“PLCA”) including ARB, Rockford and Q3C (prior to the Company’s acquisition in 2012), withdrew from the Central States Southeast and Southwest Areas Pension Fund multiemployer pension plan (“Plan”).  These withdrawals were made in order to mitigate additional liability in connection with the significantly underfunded Plan. We recorded a withdrawal liability of $7.5 million, which was increased to $7.6 million after the acquisition of Q3C.  During the first quarter of 2016, the Companywe received a final payment schedule for its withdrawal liability.  Basedschedule.  As a result of payments made and based on this schedule, the liability recorded at September 30, 2017March 31, 2018 was $4.9$4.5 million. The Company hasWe expect to pay the remaining liability balance during 2018 and have no plans to withdraw from any other labor agreements.

 

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Off-balance sheet transactions

 

As is common in our industry, we enter into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheet. We have no off-balance sheet financing arrangement with variable interest entities.  The following represents transactions, obligations or relationships that could be considered material off-balance sheet arrangements.

 

·

At September 30, 2017,March 31, 2018, we had letters of credit outstanding of $19.8$20.7 million under the terms of our credit agreements.  These letters of credit are used by our insurance carriers to ensure reimbursement for amounts that they are disbursing on our behalf, such as beneficiaries under our self-funded insurance program.  In addition, from time to time, certain customers require us to post a letter of credit to ensure payments to our subcontractors or guarantee performance under our contracts. Letters of credit reduce our borrowing availability under our Credit Agreement and Canadian Credit Facility.  If these letters of credit were drawn on by the beneficiary, we would be required to reimburse the issuer of the letter of credit, and we may be required to record a charge to earnings for the reimbursement. As of the date of this ThirdFirst Quarter 20172018 Report, we do not believe that it is likely that any material claims will be made under a letter of credit;

 

·

We enter into non-cancellable operating leases for some of our facilities, equipment and vehicles, including leases with related parties.vehicles. At September 30, 2017,March 31, 2018, total equipment operating lease commitments were $30.9$29.2 million, and facility rental commitments were $13.3$13.2 million.  Accounting treatment of operating leases will change in accordance with ASU 2016-02 “Leases2017-02 “Leases (Topic 842)”, effective January 1, 2019;  

 

·

In the ordinary course of our business, we may be required by our customers to post surety bid or completion bonds in connection with services that we provide. At September 30, 2017,March 31, 2018, we had $2.03 billion$678.9 million in outstanding bonds.  As of the date of this ThirdFirst Quarter 20172018 Report, we do not anticipate that we would have to fund material claims under our surety arrangements;

 

·

Certain of our subsidiaries are parties to collective bargaining agreements with unions which may createunions. In most instances, these agreements require that we contribute to multi-employer pension and health and welfare plans.  For many plans, the contributions are determined annually and required future obligationscontributions cannot be determined since contribution rates depend on the total number of union employees and actuarial calculations based on the demographics of all participants.  The Employee Retirement Income Security Act of 1974 (ERISA), as amended by the Multi-Employer Pension Amendments Act of 1980, subjects employers to potential liabilities in the event of an employer’s complete or partial withdrawal of an underfunded multi-employer pension plan.  The Pension Protection Act of 2006 added new funding rules that are classified as “endangered”, “seriously endangered”, or “critical” status.  As discussed in Note 16 — “Commitments and Contingencies” of Item 1, Financial Statements of this First Quarter 2018 Report, we have recognized a withdrawal liability for one plan.  We currently do not recorded onanticipate withdrawal from

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any other multi-employer pension plans.  Withdrawal liabilities or requirements for increased future contributions could negatively impact our balance sheet;results of operations and liquidity;

 

·

Other guarantees that weWe enter into employment agreements with certain employees which provide for compensation and benefits under certain circumstances and which may contain a change of control clause.  We may be obligated to make from time to time, such as guaranteeingpayments under the obligationsterms of our subsidiaries;these agreements; and

 

·

Employment agreements with executive officers or with executives from acquired companies may createFrom time to time, we make other guarantees, such as guaranteeing the obligations at a future date.of our subsidiaries.

 

Receivable Collection Actions

 

As do all construction contractors, we negotiate payments with our customers from time to time, and we may encounter delays in receiving payments from our customers.  The Company hasWe have been engaged in dispute resolution to collect money it believes it iswe believe we are owed for onea construction project completed in 2014.  Because of uncertainties associated with the project, including uncertainty of the amounts that would be collected, the Companywe used a zero profit margin approach to recording revenuesrevenue during the construction period for the project.

For the project, a cost reimbursable contract, the Companywe have recorded a receivable of $32.9 million with a reserve of approximately $17.8$17.7 million included in “billings in excess of costs and estimated earnings”.“Contract liabilities.”  At this time, the Companywe cannot predict the amount that itwe will collect nor the timing of any collection. The dispute resolution for the receivable initially required international arbitration; however, in the first half of 2016, the owner sought bankruptcy protection in U.S. bankruptcy court. The Company hasWe have initiated litigation against the sureties who have provided lien and stop payment release bonds for the total amount owed. A trial date has been tentatively set for the firstsecond quarter of 2018.

 

Effects of Inflation and Changing Prices

 

Our operations are affected by increases in prices, whether caused by inflation or other economic factors. We attempt to recover anticipated increases in the cost of labor, equipment, fuel and materials through price escalation provisions in certain major contracts or by considering the estimated effect of such increases when bidding or pricing new work or by entering into back-to-back contracts with suppliers and subcontractors.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

In the ordinary course of business, we are exposed to risks related to market conditions. These risks primarily include fluctuations in foreign currency exchange rates, interest rates and commodity prices. We may seek to manage these risks through the use of financial derivative instruments. These instruments may include foreign currency exchange contracts and interest rate swaps.

 

We do not execute transactions or use financial derivative instruments for trading or speculative purposes. We generally enter into transactions with counter parties that are generally financial institutions inas a mattermeans to limit significant exposure with any one party.

 

At September 30, 2017,March 31, 2018, we had no derivative financial instruments.

 

The carrying amounts for cash and cash equivalents, accounts receivable, short-term debt,note receivable, accounts payable, and certain accrued liabilities shown in the consolidated balance sheetsCondensed Consolidated Balance Sheets approximate fair value at September 30, 2017March 31, 2018 and December 31, 2016,2017, due to the generally short maturities of these items.

 

At September 30, 2017,March 31, 2018, all of our long-term debt was subject to fixed interest rates.

 

Item 4.  Controls and Procedures

 

Disclosure Controls and Procedures

 

As of September 30, 2017,March 31, 2018, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our “disclosure controls and procedures”, as such term is defined under Exchange Act Rules 13a-15(e) and 15d-15(e).

 

Based on this evaluation, our CEO and CFO concluded that, at September 30, 2017,March 31, 2018, the disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by us in

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Table of Contents

the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

 

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  The Company’sOur disclosure controls and procedures are designed to provide reasonable assurance of achieving their stated objectives. We anticipate continuing enhancement of our controls, especially as we complete the process of integrating our financial and operations information systems onto a common platform.

 

Changes in Internal Control Over Financial Reporting

 

During the quarter ended September 30, 2017,March 31, 2018, there were no changes to our internal control over financial reporting practices or processes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Part II. Other Information

 

Item 1.  Legal Proceedings

 

The information required for this item is provided in Note 1716 — “Commitments and Contingencies”, included in the unaudited notes to our condensed consolidated financial statements included under Part I of this Form 10-Q, which is incorporated herein by reference.

 

 

Item 1A.  Risk Factors.

 

In addition to the information set forth in this Report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016,2017, which to our knowledge have not materially changed. Those risks, which could materially affect our business, financial condition or future results, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 5.  Other Information.

Amended and Restated Credit Agreement

On September 29, 2017, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) with CIBC Bank USA, as administrative agent (the “Administrative Agent”) and co-lead arranger, The Bank of the West, as co-lead arranger, and Branch Banking and Trust Company, IBERIABANK, Bank of America, and Simmons Bank (the “Lenders”), which increased its borrowing capacity from $125.0 million to $200.0 million. The Credit Agreement consists of a $200.0 million revolving credit facility whereby the Lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit for up to the $200.0 million committed amount. The termination date of the Credit Agreement is September 29, 2022.

The principal amount of any loans under the Credit Agreement will bear interest at either: (i) LIBOR plus an applicable margin as specified in the Credit Agreement (based on the Company’s senior debt to EBITDA ratio as defined in the Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent). Quarterly non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Credit Agreement

The principal amount of any loan drawn under the Credit Agreement may be prepaid in whole or in part at any time, with a minimum prepayment of $5.0 million.

The Credit Agreement includes various restrictive and financial covenants including, among others, senior debt/EBITDA ratio and debt service coverage requirements. In addition, the Credit Agreement include restrictions on investments, change of control provisions and provisions in the event the Company disposes more than 20% of its total assets. 

The Credit Agreement is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and the description of the agreement is qualified in its entirety by reference to the full and complete terms of the agreement.

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Item 6.  Exhibits.

 

The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

 

Exhibit
Number

    

Description

10.12.1

 

AmendedAgreement and Restated Credit Agreement,Plan of Merger dated September 29, 2017, by andMarch 27, 2018, among Primoris Services Corporation, Waco Acquisition Vehicle, Inc., and CIBC Bank USA, Bank ofWillbros Group, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, as filed with the West, Branch Banking and Trust Company, IBERIABANK, Bank of America, and Simmons Bank (*)SEC on March 28, 2018)

31.1

 

Rule 13a-14(a)/15d-14(a) Certification by the Registrant’s Chief Executive Officer (*)

31.2

 

Rule 13a-14(a)/15d-14(a) Certification by the Registrant’s Chief Financial Officer (*)

32.1

 

Section 1350 Certification by the Registrant’s Chief Executive Officer (*)

32.2

 

Section 1350 Certification by the Registrant’s Chief Financial Officer (*)

101 INS

 

XBRL Instance Document (*)

101 SCH

 

XBRL Taxonomy Extension Schema Document (*)

101 CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document (*)

101 LAB

 

XBRL Taxonomy Extension Label Linkbase Document (*)

101 PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document (*)

101 DEF

 

XBRL Taxonomy Extension Definition Linkbase Document (*)


(*)Filed herewith

 

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Table of Contents 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

PRIMORIS SERVICES CORPORATION

 

 

Date:  November 6, 2017May 7, 2018

/s/ PETER J. MOERBEEK

 

Peter J. Moerbeek

 

Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

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