Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 17, 2020 | Jun. 28, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 001-34145 | ||
Entity Registrant Name | Primoris Services Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-4743916 | ||
Entity Address, Address Line One | 2300 N. Field Street, SuiteĀ 1900 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75201 | ||
City Area Code | 214 | ||
Local Phone Number | 740-5600 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | PRIM | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 48,665,138 | ||
Entity Central Index Key | 0001361538 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 931.3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 120,286 | $ 151,063 |
Accounts receivable, net | 404,911 | 372,695 |
Contract assets | 344,806 | 364,245 |
Prepaid expenses and other current assets | 42,704 | 36,444 |
Total current assets | 912,707 | 924,447 |
Property and equipment, net | 375,888 | 375,884 |
Operating lease assets | 242,385 | |
Deferred tax assets | 1,100 | 1,457 |
Intangible assets, net | 69,829 | 81,198 |
Goodwill | 215,103 | 206,159 |
Other long-term assets | 13,453 | 5,002 |
Total assets | 1,830,465 | 1,594,147 |
Current liabilities: | ||
Accounts payable | 235,972 | 249,217 |
Contract liabilities | 192,397 | 189,539 |
Accrued liabilities | 183,501 | 117,527 |
Dividends payable | 2,919 | 3,043 |
Current portion of long-term debt | 55,659 | 62,488 |
Total current liabilities | 670,448 | 621,814 |
Long-term debt, net of current portion | 295,642 | 305,669 |
Noncurrent operating lease liabilities, net of current portion | 171,225 | |
Deferred tax liabilities | 17,819 | 8,166 |
Other long-term liabilities | 45,801 | 51,515 |
Total liabilities | 1,200,935 | 987,164 |
Commitments and contingencies (See Note 13) | ||
Stockholders' equity | ||
Common stock-$.0001 par value; 90,000,000 shares authorized; 48,665,138 and 51,715,518 issued and outstanding at December 31, 2019 and 2018, respectively | 5 | 5 |
Additional paid-in capital | 97,130 | 144,048 |
Retained earnings | 531,291 | 461,075 |
Accumulated other comprehensive income (loss) | 76 | (908) |
Noncontrolling interest | 1,028 | 2,763 |
Total stockholders' equity | 629,530 | 606,983 |
Total liabilities and stockholders' equity | $ 1,830,465 | $ 1,594,147 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 48,665,138 | 50,715,518 |
Common stock, shares outstanding | 48,665,138 | 50,715,518 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF INCOME | |||
Revenue | $ 3,106,329 | $ 2,939,478 | $ 2,379,995 |
Cost of revenue | 2,775,403 | 2,613,741 | 2,101,561 |
Gross profit | 330,926 | 325,737 | 278,434 |
Selling, general and administrative expenses | 190,051 | 182,006 | 170,372 |
Merger and related costs | 13,260 | 1,774 | |
Operating income | 140,875 | 130,471 | 106,288 |
Other income (expense): | |||
Investment income | 5,817 | ||
Foreign exchange (loss) gain | (690) | 688 | 253 |
Other income (expense), net | (3,134) | (808) | 484 |
Interest income | 955 | 1,753 | 587 |
Interest expense | (20,097) | (18,746) | (8,146) |
Income before provision for income taxes | 117,909 | 113,358 | 105,283 |
Provision for income taxes | (33,812) | (25,765) | (28,433) |
Net income | 84,097 | 87,593 | 76,850 |
Less net income attributable to noncontrolling interests | (1,770) | (10,132) | (4,496) |
Net income attributable to Primoris | $ 82,327 | $ 77,461 | $ 72,354 |
Dividends per common share (in dollars per share) | $ 0.240 | $ 0.240 | $ 0.225 |
Earnings per share: | |||
Basic (in dollars per share) | 1.62 | 1.51 | 1.41 |
Diluted (in dollars per share) | $ 1.61 | $ 1.50 | $ 1.40 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 50,784 | 51,350 | 51,481 |
Diluted (in shares) | 51,084 | 51,670 | 51,741 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 84,097 | $ 87,593 | $ 76,850 |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustments | 984 | (908) | |
Comprehensive income | 85,081 | 86,685 | 76,850 |
Less net income attributable to noncontrolling interests | (1,770) | (10,132) | (4,496) |
Comprehensive income attributable to Primoris | $ 83,311 | $ 76,553 | $ 72,354 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non Controlling Interest | Total |
Balance at Dec. 31, 2016 | $ 5 | $ 162,128 | $ 335,218 | $ 1,219 | $ 498,570 | |
Balance (in shares) at Dec. 31, 2016 | 51,576,442 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 72,354 | 4,496 | 76,850 | |||
Issuance of shares to employees and/or directors | 2,210 | 2,210 | ||||
Issuance of shares to employees and/or directors (in shares) | 88,661 | |||||
Amortization of Restricted Stock Units | 1,126 | 1,126 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 37 | (37) | ||||
Repurchase of stock | (4,999) | (4,999) | ||||
Repurchase of stock (in shares) | (216,350) | |||||
Dividends declared | (11,574) | (11,574) | ||||
Balance at Dec. 31, 2017 | $ 5 | 160,502 | 395,961 | 5,715 | 562,183 | |
Balance (in shares) at Dec. 31, 2017 | 51,448,753 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 77,461 | 10,132 | 87,593 | |||
Foreign currency translation adjustments, net of tax | $ (908) | (908) | ||||
Issuance of shares to employees and/or directors | 2,245 | 2,245 | ||||
Issuance of shares to employees and/or directors (in shares) | 91,911 | |||||
Amortization of Restricted Stock Units | 1,253 | 1,253 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 48 | (48) | ||||
Repurchase of stock | (20,000) | (20,000) | ||||
Repurchase of stock (in shares) | (825,146) | |||||
Distribution of noncontrolling entities | (13,084) | (13,084) | ||||
Dividends declared | (12,299) | (12,299) | ||||
Balance at Dec. 31, 2018 | $ 5 | 144,048 | 461,075 | (908) | 2,763 | 606,983 |
Balance (in shares) at Dec. 31, 2018 | 50,715,518 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 82,327 | 1,770 | 84,097 | |||
Foreign currency translation adjustments, net of tax | 984 | 984 | ||||
Issuance of shares to employees and/or directors | 2,998 | 2,998 | ||||
Issuance of shares to employees and/or directors (in shares) | 144,261 | |||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (1,519) | (1,519) | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 122,319 | |||||
Amortization of Restricted Stock Units | 1,579 | 1,579 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 24 | (24) | ||||
Repurchase of stock | (50,000) | (50,000) | ||||
Repurchase of stock (in shares) | (2,316,960) | |||||
Distribution of noncontrolling entities | (3,505) | (3,505) | ||||
Dividends declared | (12,087) | (12,087) | ||||
Balance at Dec. 31, 2019 | $ 5 | $ 97,130 | $ 531,291 | $ 76 | $ 1,028 | $ 629,530 |
Balance (in shares) at Dec. 31, 2019 | 48,665,138 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 84,097 | $ 87,593 | $ 76,850 |
Adjustments to reconcile net income to net cash provided by operating activities (net of effect of acquisitions): | |||
Depreciation | 74,031 | 67,948 | 57,614 |
Amortization of intangible assets | 11,369 | 11,302 | 8,689 |
Intangible asset impairment | 477 | ||
Stock-based compensation expense | 1,579 | 1,253 | 1,126 |
Gain on short-term investments | (5,817) | ||
Gain on sale of property and equipment | (11,947) | (3,556) | (4,434) |
Other non-cash items | 320 | 275 | 203 |
Changes in assets and liabilities: | |||
Accounts receivable | (28,240) | 20,912 | 60,739 |
Contract assets | 19,677 | (67,593) | (32,137) |
Other current assets | (7,248) | (2,278) | 7,507 |
Net deferred tax liabilities (assets) | 13,947 | 17,155 | 3,741 |
Other long-term assets | 1,249 | 244 | 28 |
Accounts payable | (13,894) | 32,323 | (30,547) |
Contract liabilities | (1,221) | (43,801) | 42,610 |
Operating lease assets and liabilities, net | (3,191) | ||
Accrued liabilities | (22,924) | 5,933 | 1,915 |
Other long-term liabilities | 377 | (895) | 378 |
Net cash provided by operating activities | 117,981 | 126,815 | 188,942 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (94,494) | (110,189) | (79,782) |
Issuance of a note receivable | (15,000) | ||
Proceeds from a note receivable | 15,000 | ||
Proceeds from sale of property and equipment | 28,621 | 11,657 | 8,736 |
Purchase of short-term investments | (13,588) | ||
Sale of short-term investments | 19,405 | ||
Cash paid for acquisitions, net of cash and restricted cash acquired | (110,620) | (66,205) | |
Net cash used in investing activities | (65,873) | (209,152) | (131,434) |
Cash flows from financing activities: | |||
Borrowings under revolving line of credit | 212,880 | 190,000 | |
Payments on revolving line of credit | (212,880) | (190,000) | |
Proceeds from issuance of long-term debt | 55,008 | 255,967 | 55,000 |
Repayment of long-term debt | (72,077) | (145,726) | (61,816) |
Proceeds from issuance of common stock purchased under a long-term incentive plan | 1,804 | 1,498 | 1,148 |
Payment of taxes on conversion of Restricted Stock Units | (1,519) | ||
Payment of contingent earnout liability | (1,200) | ||
Cash distribution to noncontrolling interest holders | (3,505) | (13,084) | |
Repurchase of common stock from a related party | (50,000) | ||
Repurchase of common stock | (20,000) | (4,999) | |
Dividends paid | (12,211) | (12,343) | (11,326) |
Other | (784) | (1,173) | (953) |
Net cash (used in) provided by financing activities | (83,284) | 63,939 | (22,946) |
Effect of exchange rate changes on cash and cash equivalents | 399 | (924) | |
Net change in cash and cash equivalents | (30,777) | (19,322) | 34,562 |
Cash and cash equivalents at beginning of the year | 151,063 | 170,385 | 135,823 |
Cash and cash equivalents at end of the year | 120,286 | 151,063 | 170,385 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid for interest | 16,155 | 16,105 | 7,965 |
Cash paid for income taxes, net | 16,647 | 14,246 | 25,984 |
Leased assets obtained in exchange for new operating leases | 154,807 | ||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Dividends declared and not yet paid | $ 2,919 | $ 3,043 | $ 3,087 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
Nature of Business | |
Nature of Business | Note 1āNature of Business ā Organization and operations ā ā We have longstanding customer relationships with major utility, refining, petrochemical, power, midstream, and engineering companies, and state departments of transportation. We provide our services to a diversified base of customers, under a range of contracting options. A substantial portion of our services are provided under Master Service Agreements (āMSAā), which are generally multi-year agreements. The remainder of our services are generated from contracts for specific construction or installation projects. ā We are incorporated in the State of Delaware, and our corporate headquarters are located at 2300 N. Field Street, Suite 1900, Dallas, Texas 75201. Unless specifically noted otherwise, as used throughout these consolidated financial statements, āPrimorisā, āthe Companyā, āweā, āourā, āusā or āitsā refers to the business, operations and financial results of the Company and its wholly-owned subsidiaries. ā Reportable Segments reportable segments: the Power, Industrial and Engineering (āPowerā) segment, the Pipeline and Underground (āPipelineā) segment, the Utilities and Distribution (āUtilitiesā) segment, the Transmission and Distribution (āTransmissionā) segment, and the Civil segment. See Note 14 ā āReportable Segmentsā ā The classification of revenue 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. ā Acquisition of Willbros Group, Inc. Business Combinations ā Other Acquisitions Business Combinationsā ā Joint Ventures % interest in the Carlsbad Power Constructors joint venture (āCarlsbadā), which engineered and constructed a gas-fired power generation facility located in Southern California, and its operations are included as part of the Power segment. As a result of determining that we are the primary beneficiary of the variable interest entity (āVIEā), the results of the Carlsbad joint venture are consolidated in our financial statements. The project was substantially complete as of December 31, 2018, and the warranty period expires in December 2020. ā We owned a 50% interest in the āARB Inc. & B&M Engineering Co.ā joint venture (āWilmingtonā), which engineered and constructed a gas-fired power generation facility in Southern California, and its operations were included as part of the Power segment. As a result of determining that we were the primary beneficiary of the VIE, the results of the Wilmington joint venture were consolidated in our financial statements. The project has been completed, the project warranty period expired, and dissolution of the joint venture was completed in the first quarter of 2019. ā Financial information for the joint ventures is presented in Note 11ā āNoncontrolling Interestsā ā Seasonality ā Our results of operations are subject to quarterly variations. Some of the variation is the result of weather, particularly rain, ice, snow, and named storms, which can impact our ability to perform construction and specialty services. These seasonal impacts can affect revenue and profitability in all of our businesses since 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 calendar year due to clientsā internal budget cycles. As a result, we usually experience higher revenue and earnings in the third and fourth quarters of the year as compared to the first two quarters. ā Variability million. We also perform large construction projects which tend not to be seasonal, but can fluctuate from year to year based on customer timing, project duration, weather, and general economic conditions. Our business may be affected by declines or delays in new projects or by client project schedules. Because of the cyclical nature of our business, the financial results for any period may fluctuate from prior periods, and our financial condition and operating results may vary from quarter to quarter. Results from one quarter may not be indicative of financial condition or operating results for any other quarter or for an entire year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation | |
Summary of Significant Accounting Policies | Note 2āSummary of Significant Accounting Policies ā Basis of presentation ā and regulations of the Securities and Exchange Commission (āSECā). References for Financial Accounting Standards Board (āFASBā) standards are made to the FASB Accounting Standards Codification (āASCā). ā Principles of consolidation ā āConsolidationā . All intercompany balances and transactions have been eliminated in consolidation. ā Reclassification ā ā Use of estimates ā The preparation of our Consolidated Financial Statements in conformity with GAAP requires management 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a construction contractor, we use estimates for costs to complete construction projects and the contract value of certain construction projects. These estimates have a direct effect on gross profit as reported in these consolidated financial statements. Actual results could materially differ from our estimates. ā Operating cycle ā one ā Consequently, we have significant working capital invested in assets that may have a liquidation period extending beyond one year. We have claims receivable and retention due from various customers and others that are currently in dispute, the realization of which is subject to binding arbitration, final negotiation or litigation, all of which may extend beyond one ā Cash and cash equivalents ā ā Business combinations āBusiness combinations are accounted for using the acquisition method of accounting. We use the fair value of the assets acquired and liabilities assumed to account for the purchase price of businesses. The determination of fair value requires estimates and judgments of future cash flow expectations to assign fair values to the identifiable tangible and intangible assets. GAAP provides a āmeasurement periodā of up to one year in which to finalize all fair value estimates associated with the acquisition of a business. Most estimates are preliminary until the end of the measurement period. During the measurement period, any material, newly discovered information that existed at the acquisition date would be reflected as an adjustment to the initial valuations and estimates. After the measurement period, any adjustments would be recorded as a current period income or expense. ā Contingent Earnout Liabilities ā As part of certain acquisitions, we agreed to pay cash to certain sellers upon meeting specific operating performance targets for specified periods subsequent to the acquisition date. Each quarter, we evaluate the fair value of the estimated contingency and record a non-operating charge for the change in the fair value. Upon meeting the target, we reflect the full liability on the balance sheet and record a charge to āOther income (expense), netā for the change in the fair value of the liability from the prior period. See Note 3 ā āFair Value Measurementsā ā Goodwill and other intangible assets ā Intangibles ā Goodwill and Other ā. Under ASC 350, goodwill is subject to an annual impairment test, which we perform as of the first day of the fourth quarter of each year, with more frequent testing if indicators of potential impairment exist. The impairment review is performed at the reporting unit level for those units with recorded goodwill. For the majority of our reporting units, we perform a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying value, including goodwill. Factors used in our qualitative assessment include, but are not limited to, macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and Company and reporting unit specific events. For all other reporting units, we use the quantitative impairment test outlined in ASC 350, which compares the fair value of a reporting unit with its carrying amount. Fair value for the goodwill impairment test is determined utilizing a discounted cash flow analysis based on our financial plan discounted using our weighted average cost of capital and market indicators of terminal year cash flows. Other valuation methods may be used to corroborate the discounted cash flow method. If the carrying amount of a reporting unit is in excess of its fair value, goodwill is considered impaired and an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill of the reporting unit. ā Income tax ā Current income tax expense is the amount of income taxes expected to be paid for the financial results of the current year. A deferred tax liability or asset is established for the expected future tax consequences resulting from the differences in financial reporting bases and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards as set forth in ASC 740, āIncome Taxesā ā As a result of the Tax Cuts and Jobs Act (the āTax Actā) new taxes were created on certain foreign earnings. Namely, U.S. shareholders are now subject to a current tax on global intangible low-taxed income (āGILTIā) earned by specified foreign subsidiaries. Available guidance related to GILTI provides for an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to recognize the current tax on GILTI as an expense in the period the tax is incurred. The current tax impacts of GILTI are included in our effective tax rate. ā Staff Accounting Bulletin (āSABā) 118 provided 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 during a one year āmeasurement periodā from the December 22, 2017 enactment date, similar to that used when accounting for business combinations. As a result of the Tax Act, we remeasured deferred tax assets and liabilities using the newly enacted tax rates and recorded a one-time net tax benefit of $9.4 million as a provisional estimate under SAB 118 in the year ended December 31, 2017. As of December 31, 2018, our accounting for the Tax Act was complete. The provision for income taxes for the year ended December 31, 2018 included a $1.1 million increase from the completion of our provisional accounting for the effects of the Tax Act under SAB 118. The increase was due to $0.6 million of additional expense associated with foreign tax credits, net of associated valuation allowances, and $0.5 million of additional expense related to the corporate tax rate change impact on return-to-provision adjustments, primarily for depreciation. ā Comprehensive income ā Comprehensive Income ā Functional currencies and foreign currency translation ā āAccumulated other comprehensive income (loss)ā ā Partnerships and joint ventures ā āConsolidationā , and if a VIE, whether we are the primary beneficiary of the VIE, which would require us to consolidate the VIE in our financial statements. When consolidation occurs, we account for the interests of the other parties as a noncontrolling interest and disclose the net income attributable to noncontrolling interests. See Note 11 ā āNoncontrolling Interests" ā Equity method of accounting ā āInvestments Equity Method and Joint Venturesā if we are not the primary beneficiary of a VIE or do not have a controlling interest. The investment is recorded at cost and the carrying amount is adjusted periodically to recognize our proportionate share of income or loss, additional contributions made and dividends and capital distributions received. We record the effect of any impairment or an other than temporary decrease in the value of its investment. ā In the event a partially owned equity affiliate were to incur a loss and our cumulative proportionate share of the loss exceeded the carrying amount of the equity method investment, application of the equity method would be suspended and our proportionate share of further losses would not be recognized unless we committed to provide further financial support to the affiliate. We would resume application of the equity method once the affiliate became profitable and our proportionate share of the affiliateās earnings equals our cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended. ā Cash concentration ā million, respectively. Our cash balances are held in high credit quality financial institutions in order to mitigate the risk of holding funds not backed by the federal government or in excess of federally backed limits. ā Collective bargaining agreements ā will require renegotiation during 2020. We have not had a significant work stoppage in more than 20 years . ā Multiemployer plans ā 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. Federal law requires that if we were to withdraw from an agreement, we would incur a withdrawal obligation. The potential withdrawal obligation may be significant. In accordance with GAAP, any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated. We have no plans to withdraw from any agreements. ā Insurance ā million at December 31, 2019 and 2018, respectively, with the current portion recorded to āAccrued liabilitiesā and the long-term portion recorded to āOther long-term liabilitiesā on the Consolidated Balance Sheets. Claims administration expenses are charged to current operations as incurred. Our accruals are based on judgment and the probability of losses, with the assistance of third-party actuaries. Actual payments that may be made in the future could materially differ from such reserves. ā Derivative instruments and hedging activities ā ā Accounts receivable āAccounts receivable and contract receivables are primarily with public and private companies and governmental agencies located in the United States and Canada. Credit terms for payment of products and services are extended to customers in the normal course of business. Contract receivables are generally progress billings on projects, and as a result, are short term in nature. Generally, we require no collateral from our customers, but file statutory liens or stop notices on any construction projects when collection problems are anticipated. While a project is underway, we estimate the collectability of contract amounts at the same time that we estimate project costs. As discussed in Note 5 ā āRevenueā ā Significant revision in contract estimates ā ā Customer concentration customers in each year. In each of the years, a different group of customers comprised the top ten customers by revenue, and no one customer accounted for more than 10% of total revenue. ā On January 29, 2019, one of our California utility customers filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. For the year ended December 31, 2019, the customer accounted for approximately 7.2% of our total revenue. In the third quarter of 2019, we entered into an agreement with a financial institution to sell, on a non-recourse basis, except in limited circumstances, substantially all of our pre-petition bankruptcy receivables with the customer. We received approximately $48.3 million upon the closing of this transaction in October 2019. During the year ended December 31, 2019, we recorded a loss of approximately $2.9 million in ā Other income (expense), net ā Property and equipment ā three ā We assess the recoverability of property and equipment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. We perform an analysis to determine if an impairment exists. The amount of property and equipment impairment, if any, is measured based on fair value and is charged to operations in the period in which the impairment is determined by management. For the years ended December 31, 2019, 2018 and 2017, our management has not identified any material impairment of its property and equipment. ā Taxes collected from customers ā ā Share-based payments and stock-based compensation ā In May 2013, the shareholders approved and we adopted the Primoris Services Corporation 2013 Long-term Incentive Equity Plan (āEquity Planā). Detailed discussion of shares issued under the Equity Plan are included in Note 17 ā āDeferred Compensation Agreements and Stock-Based Compensationā āStockholdersā Equityā ā Recently Issued Accounting Pronouncements ā In February 2016, the FASB issued ASU 2016-02, āLeases (Topic 842)ā , with several clarifying updates. ASU 2016-02 requires 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 also requires 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, and requires a modified retrospective transition method where a company applies the new lease standard at (i) the beginning of the earliest period presented in the financial statements, or (ii) the adoption date and recognizes a cumulative effect adjustment to the opening balance of retained earnings. We adopted the new standard as of January 1, 2019 using the modified retrospective transition method and elected to apply the new lease standard at the adoption date. See Note 12 ā āLeasesā for further details. ā In June 2016, the FASB issued ASU 2016-13, āFinancial InstrumentsāCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instrumentsā ā In January 2017, the FASB issued ASU 2017-04, "IntangiblesāGoodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ā In August 2018, the FASB issued ASU 2018-13, āFair Value Measurement (Topic 820): Disclosure FrameworkāChanges to the Disclosure Requirements for Fair Value Measurementā ā In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā ā Other new pronouncements issued but not effective until after December 31, 2019 are not expected to have a material impact on our consolidated results of operations, financial position or cash flows. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 3āFair Value Measurements ā ASC 820, ā Fair Value Measurements and Disclosures and financial liabilities that are remeasured and reported at fair value at each reporting period and for non-financial assets and liabilities that are remeasured and reported at fair value on a non-recurring basis. ā 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 āunobservable data pointsā for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. ā The following table presents, for each of the fair value hierarchy levels identified under ASC 820, our financial assets and certain liabilities that are required to be measured at fair value at December 31, 2019 and 2018 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurements at Reporting Date ā ā ā Significant ā ā ā ā Quoted Prices ā Other ā Significant ā ā in Active Markets ā Observable ā Unobservable ā ā for Identical Assets ā Inputs ā Inputs ā (Level 1) (Level 2) (Level 3) Assets as of December 31, 2019: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 120,286 $ ā $ ā ā Contingent consideration ā $ ā ā $ ā ā $ 938 ā Liabilities as of December 31, 2019: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 6,443 ā $ ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Assets as of December 31, 2018: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 151,063 $ ā $ ā ā Liabilities as of December 31, 2018: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 2,829 ā $ ā ā ā Other financial instruments not listed in the table consist of accounts receivable, accounts payable and certain accrued liabilities. These financial instruments generally approximate fair value based on their short-term nature. The carrying value of our long-term debt approximates fair value based on comparison with current prevailing market rates for loans of similar risks and maturities. ā In the second quarter of 2019, we sold certain assets that included an earnout of $2.0 million, contingent upon the buyer meeting a certain performance target. The estimated fair value of the contingent consideration on the sale date was approximately $0.9 million. We measured the fair value of the contingent consideration using the income approach, which discounts the future cash payments expected upon meeting the performance target to present value. The fair value of the contingent consideration was impacted by two unobservable inputs, managementās estimate of the probability of meeting the performance target and the estimated discount rate (a rate that approximates our cost of capital). Significant changes in either of those inputs in isolation would result in a different fair value measurement. During the remainder of 2019, there have been no changes to the fair value of the contingent consideration. ā The interest rate swap is measured at fair value using the income approach, which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations primarily utilize indirectly observable inputs, including contractual terms, interest rates and yield curves observable at commonly quoted intervals. See Note 10 ā ā Derivative Instruments ā As part of certain acquisitions, we agreed to pay cash to certain sellers upon meeting specific operating performance targets for specified periods subsequent to the acquisition date. On a quarterly basis, we 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 our Statement of Income. Fluctuations in the fair value of contingent consideration are impacted by ) of the acquired company meeting the contractual operating performance target and the estimated discount rate (a rate that approximates our 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 of the estimated discount rate is accompanied by a directionally opposite change in the fair value of contingent consideration liability. Upon meeting the target, we reflect the full liability on the balance sheet and record a charge to āOther income (expense), netā for the change in the fair value of the liability from the prior period. ā The May 2017 acquisition of Florida Gas Contractors included an earnout of $1.5 million payable in May 2018, contingent upon meeting certain performance targets. The estimated fair value of the contingent consideration on the acquisition date was $1.2 million. Under ASC 805, āBusiness Combinationsā Other income (expense), net Other income (expense), net |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations | |
Business Combinations | Note 4āBusiness Combinations ā 2018 Acquisition ā Acquisition of Willbros Group, Inc. ā On June 1, 2018, we acquired all of the outstanding common stock of Willbros, a specialty energy infrastructure contractor serving the oil and gas and power industries for approximately $110.6 million, net of cash and restricted cash acquired. The total purchase price was funded through a combination of existing cash balances and borrowings under our revolving credit facility. ā During the second quarter of 2019, we finalized the estimate of fair values of the assets acquired and liabilities assumed of Willbros. The tables below represent the purchase consideration and estimated fair values of the assets acquired and liabilities assumed. Significant changes since our initial estimates reported in the second quarter of 2018 primarily relate to fair value adjustments to our acquired contracts, which resulted in an increase to contract liabilities of $23.7 million. In addition, fair value adjustments to our acquired insurance liabilities and lease obligations reduced our liabilities assumed by approximately $11.9 million and $6.0 million, respectively and fair value adjustments to our acquired intangible assets decreased our assets acquired by $6.8 million. As a result of these and other adjustments to the initial estimated fair values of the assets acquired and liabilities assumed, goodwill increased by approximately $18.0 million since the second quarter of 2018. Adjustments recorded to the estimated fair values of the assets acquired and liabilities assumed are recognized in the period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. ā ā ā ā ā ā Purchase consideration (in thousands) ā ā ā ā Total purchase consideration ā $ 164,758 ā Less cash and restricted cash acquired ā ā (54,138) ā Net cash paid ā ā 110,620 ā ā ā ā ā ā ā Identifiable assets acquired and liabilities assumed (in thousands) ā ā ā ā Cash and restricted cash ā $ 54,138 ā Accounts receivable ā ā 103,186 ā Contract assets ā ā 30,762 ā Other current assets ā ā 18,255 ā Property, plant and equipment ā ā 30,522 ā Intangible assets: ā ā ā Customer relationships ā ā 47,500 ā Tradename ā ā 200 ā Deferred income taxes ā ā 27,954 ā Other non-current assets ā 2,261 ā Accounts payable and accrued liabilities ā ā (122,692) ā Contract liabilities ā ā (68,104) ā Other non-current liabilities ā ā (20,953) ā Total identifiable net assets ā ā 103,029 ā Goodwill ā ā 61,729 ā Total purchase consideration ā $ 164,758 ā ā We separated the operations of Willbros among two of our existing segments, and created a new segment for the utility transmission and distribution operations called the Transmission segment. The oil and gas operations are included in the Pipeline segment, and the Canadian operations are included in the Power segment. Goodwill associated with the Willbros acquisition principally consists of expected benefits from the expansion of our services into electric utility-focused offerings and the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce. We allocated $59.0 million of goodwill to the Transmission segment, $1.8 million to the Power segment, and $0.9 million to the Pipeline segment. Based on the current tax treatment, goodwill is not expected to be deductible for income tax purposes. ā For the year ended December 31, 2019, Willbros contributed revenue of $702.4 million and gross profit of $45.5 million. For the period June 1, 2018, the acquisition date, to December 31, 2018, Willbros contributed revenue of $400.8 million and gross profit of $39.5 million. ā For the year ended December 31, 2019, we did not incur any costs related to the acquisition of Willbros. For the year ended December 31, 2018, costs related to the acquisition of Willbros were $13.2 million and are included in āMerger and related costsā ā 2017 Acquisitions ā Acquisition of Florida Gas Contractors ā On May 26, 2017, we acquired certain assets of 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 on the acquisition date was $1.2 million. FGC operates in the Utilities segment and expands our presence in the Florida and Southeast markets. The purchase was accounted for using the acquisition method of accounting. During the fourth quarter of 2017, we finalized the estimate of fair value of the acquired assets of FGC, which included $4.8 million of 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, we 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 our construction efforts in the underground utility business as well as the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce that FGC provides to us. Based on the current tax treatment, goodwill will be deductible for income tax purposes over a fifteen-year period. ā For the year ended December 31, 2019, FGC contributed revenue of $27.6 million and gross profit of ($0.1) million. For the year ended December 31, 2018, FGC contributed revenue of $31.3 million and gross profit of $7.6 million. From the acquisition date through December 31, 2017, FGC contributed revenue of $15.5 million and gross profit of $3.8 million. ā Acquisition of Engineering Assets ā On May 30, 2017, we acquired certain engineering assets for approximately $2.3 million in cash which further enhances our ability to provide quality service for engineering and design projects. The purchase was accounted for using the acquisition method of accounting. The identifiable assets acquired 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 the amounts of revenue and gross profit included in the Consolidated Statements of Income. ā Acquisition of Coastal Field Services ā On June 16, 2017, we acquired certain assets and liabilities of Coastal 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 our market share in the Gulf Coast energy market. The purchase was accounted for using the acquisition method of accounting. During the second quarter of 2018, we finalized the estimate of the fair value of the acquired assets, which included $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. Intangible assets primarily consist of customer relationships and tradename. Goodwill associated with the Coastal acquisition principally consists of expected benefits from providing expertise for our expansion of services in the pipeline construction and maintenance business. Goodwill also includes the value of the assembled workforce that Coastal provides to us. Based on the current tax treatment, goodwill will be deductible for income tax purposes over a fifteen-year period. The operations of this acquisition were fully integrated into our Pipeline segment operations and no separate financial results were maintained. Therefore, it is impracticable for us to report the amounts of revenue and gross profit included in the Consolidated Statements of Income. ā The following table represents the identifiable assets acquired and liabilities assumed related to the 2017 acquisitions described above (in thousands): ā ā ā ā ā ā Accounts receivable $ 10,721 ā ā Contract assets ā 580 ā ā Other current assets 2,352 ā ā Property, plant and equipment 12,402 ā ā Intangible assets 21,125 ā ā Goodwill 26,269 ā ā Accounts payable and accrued liabilities (5,476) ā ā Contract liabilities (447) ā ā Total $ 67,526 ā ā ā Supplemental Unaudited Pro Forma Information ā The following pro forma information for the twelve months ended December 31, 2018 presents our results of operations as if the Willbros acquisition had occurred at the beginning of 2018. The supplemental pro forma information has been adjusted to include: ā ā the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment; ā the pro forma impact of nonrecurring merger and related costs directly attributable to the acquisition; ā the pro forma impact of interest expense relating to the acquisition; and ā the pro forma tax effect of both the income before income taxes and the pro forma adjustments, calculated using a tax rate of 28.0% for the year ended December 31, 2018. 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 acquisition been completed on January 1, 2018. For example, the pro forma results do not reflect any operating efficiencies and associated cost savings that we might have achieved with respect to the acquisition (in thousands): ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2018 ā ā ā (unaudited) Revenue ā $ 3,265,690 ā Income before provision for income taxes ā $ 107,500 ā Net income attributable to Primoris ā $ 73,243 ā ā ā ā ā ā Weighted average common shares outstanding: ā ā ā ā Basic ā 51,350 ā Diluted ā 51,670 ā ā ā ā ā ā Earnings per share: ā ā ā ā Basic ā $ 1.43 ā Diluted ā $ 1.42 ā ā |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Revenue | Note 5āRevenue ā On January 1, 2018, we adopted ASC 606, ā Revenue from Contracts with Customersā āRevenue Recognitionā ā 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, 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. ā 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 606 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. A contractās 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 contractās 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. ā As of December 31, 2019, we had $1.84 billion of remaining performance obligations. We expect to recognize approximately 58% of our remaining performance obligations four ā 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 projectās 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. ā The nature of our contracts gives 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. 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 the 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 this time. ā Contract modifications result from 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. ā 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. In the years ended December 31, 2019 and 2018, revenue recognized from performance obligations satisfied in previous periods was $24.1 million and $30.6 million, respectively. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full, including any previously recognized profit, in the period it is identified and recognized as an āaccrued loss provisionā which is included in āContract liabilitiesā on the 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. ā At December 31, 2019, we had approximately $86.2 million of unapproved contract modifications included in the aggregate transaction prices. These unapproved contract modifications were in the process of being negotiated in the normal course of business. Approximately $75.7 million of the unapproved contract modifications had been recognized as revenue on a cumulative catch-up basis through December 31, 2019. ā 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 clientās 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. ā 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. Also, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is a contract liability. ā The caption āContract assetsā in the Consolidated Balance Sheets represents the following: ā ā unbilled revenue, which arise when revenue has been recorded but the amount will not be billed until a later date; ā ā 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 ā ā 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. ā Contract assets consist of the following (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 2018 ā Unbilled revenue ā $ 251,429 ā $ 249,577 ā Retention receivable ā ā 81,393 ā ā 88,953 ā Contract materials (not yet installed) ā 11,984 ā 25,715 ā ā ā $ 344,806 ā $ 364,245 ā ā Contract assets decreased by $19.4 million compared to December 31, 2018 due primarily to a reduction in contract materials not yet installed as a result of certain projects in our Civil segment nearing completion. ā The caption āContract liabilitiesā in the Consolidated Balance Sheets represents deferred revenue on billings in excess of contract revenue recognized to date, and the accrued loss provision. ā Contract liabilities consist of the following (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā ā ā December 31, ā December 31, ā ā 2019 2018 ā Deferred revenue ā $ 186,081 ā $ 182,232 ā Accrued loss provision ā 6,316 ā 7,307 ā ā ā $ 192,397 ā $ 189,539 ā ā Contract liabilities increased by $2.9 million compared to December 31, 2018 primarily due to higher deferred revenue from the timing of work progression and billings. ā Revenue recognized for the years ended December 31, 2019 and 2018, that was included in the contract liability balance at the beginning of each year was approximately $153.1 million and $159.4 million, respectively. ā The following tables present our revenue disaggregated into various categories. ā MSA and Non-MSA revenue was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2019 Segment MSA Non-MSA Total ā Power ā $ 186,504 $ 542,844 $ 729,348 ā Pipeline ā ā 114,710 ā ā 390,446 ā ā 505,156 ā Utilities ā 651,028 235,476 886,504 ā Transmission ā ā 401,823 ā ā 95,479 ā ā 497,302 ā Civil ā 2,477 485,542 488,019 ā Total ā $ 1,356,542 $ 1,749,787 $ 3,106,329 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2018 Segment MSA Non-MSA Total ā Power ā $ 141,193 $ 552,855 $ 694,048 ā Pipeline ā ā 47,143 ā ā 543,794 ā ā 590,937 ā Utilities ā 699,998 202,774 902,772 ā Transmission (1) ā ā 240,228 ā ā 46,521 ā ā 286,749 ā Civil ā ā 464,972 464,972 ā Total ā $ 1,128,562 $ 1,810,916 $ 2,939,478 ā ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to December 31, 2018. ā Revenue by contract type was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2019 Segment Fixed-price Unit-price Cost reimbursable (1) Total ā Power ā $ 458,566 $ 13,982 $ 256,800 $ 729,348 ā Pipeline ā ā 60,157 ā ā 37,963 ā ā 407,036 ā ā 505,156 ā Utilities ā 117,015 486,496 282,993 886,504 ā Transmission ā ā 57,818 ā ā 423,371 ā ā 16,113 ā ā 497,302 ā Civil ā 81,931 327,449 78,639 488,019 ā Total ā $ 775,487 $ 1,289,261 $ 1,041,581 $ 3,106,329 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2018 Segment Fixed-price Unit-price Cost reimbursable (1) Total ā Power ā $ 393,555 $ 45,339 $ 255,154 $ 694,048 ā Pipeline ā ā 107,519 ā ā 58,651 ā ā 424,767 ā ā 590,937 ā Utilities ā 184,649 460,122 258,001 902,772 ā Transmission (2) ā ā 48,679 ā ā 230,077 ā ā 7,993 ā ā 286,749 ā Civil ā 69,398 345,510 50,064 464,972 ā Total ā $ 803,800 $ 1,139,699 $ 995,979 $ 2,939,478 ā (1) Includes time and material and cost reimbursable plus fee contracts. (2) Represents results from the June 1, 2018 acquisition date of Willbros to December 31, 2018. ā Each of these contract types has a different risk profile. 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 fixed-price contract. However, these types of contracts offer additional profits when we complete the work for less cost than originally estimated. Unit-price and cost reimbursable contracts generally subject us to lower risk. Accordingly, the associated fees are usually lower than fees earned on fixed-price contracts. Under these contracts, our profit may vary if actual costs vary significantly from the negotiated rates. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Property and Equipment | Note 6āProperty and Equipment ā The following is a summary of property and equipment (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā December 31, ā ā ā 2019 2018 ā Useful Life ā Land and buildings ā $ 125,047 ā $ 101,170 Buildings 30 Years ā Leasehold improvements ā 15,399 ā 13,438 Various* ā Office equipment ā 12,379 ā 9,669 3 - 5 Years ā Construction equipment ā 443,285 ā 439,875 3 - 7 Years ā Transportation equipment ā 122,082 ā 112,170 3 - 18 Years ā Solar equipment ā ā 23,552 ā ā 21,304 ā 25 years ā Construction in progress ā ā 33,159 ā ā 35,094 ā ā ā ā ā 774,903 ā 732,720 ā ā ā Less: accumulated depreciation and amortization ā (399,015) ā (356,836) ā ā ā Property and equipment, net ā $ 375,888 ā $ 375,884 ā ā ā * Leasehold improvements are depreciated over the shorter of the life of the leasehold improvement or the lease term . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 7āGoodwill and Intangible Assets ā The change in goodwill by segment for 2019 and 2018 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Power ā Pipeline ā Utilities ā Transmission ā Civil ā Total Balance at January 1, 2018 ā $ 24,391 ā $ 51,521 ā $ 37,312 ā $ ā ā $ 40,150 ā $ 153,374 ā Goodwill acquired during the year ā ā 1,542 ā ā 764 ā ā ā ā ā 50,479 ā ā ā ā ā 52,785 ā Balance at December 31, 2018 ā $ 25,933 ā $ 52,285 ā $ 37,312 ā $ 50,479 ā $ 40,150 ā $ 206,159 ā Adjustments to identifiable assets acquired and liabilities assumed ā ā 261 ā ā 130 ā ā ā ā ā 8,553 ā ā ā ā ā 8,944 ā Balance at December 31, 2019 ā $ 26,194 ā $ 52,415 ā $ 37,312 ā $ 59,032 ā $ 40,150 ā $ 215,103 ā ā There were no impairments of goodwill for the years ended December 31, 2019, 2018 and 2017. ā The table below summarizes the intangible asset categories, amounts and the average amortization periods, which are generally on a straight-line basis (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2019 ā December 31, 2018 ā ā Weighted Gross Carrying Accumulated Intangible assets, net Gross Carrying Accumulated Intangible assets, net Tradename ā 9 years ā $ 16,040 ā $ (13,216) ā $ 2,824 ā $ 31,390 ā $ (25,156) ā $ 6,234 ā Customer relationships 17 years ā 91,000 ā (24,353) ā 66,647 ā 97,400 ā (23,079) ā 74,321 ā Non-compete agreements ā 5 years ā 1,900 ā (1,580) ā 320 ā 1,900 ā (1,387) ā 513 ā Other ā 3 years ā ā 275 ā ā (237) ā ā 38 ā ā 275 ā ā (145) ā ā 130 ā Total 16 years ā $ 109,215 ā $ (39,386) ā $ 69,829 ā $ 130,965 ā $ (49,767) ā $ 81,198 ā ā āSelling, general and administrative expensesā ā ā Estimated future amortization expense for intangible assets as of December 31, 2019 is as follows (in thousands): ā ā ā ā ā ā ā ā Estimated ā ā Intangible ā ā Amortization For the Years Ending December 31, Expense 2020 ā $ 8,817 ā 2021 ā 7,577 ā 2022 ā 6,416 ā 2023 ā 5,581 ā 2024 ā ā 4,862 ā Thereafter ā 36,576 ā ā ā $ 69,829 ā ā |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | Note 8āAccounts Payable and Accrued Liabilities ā At December 31, 2019 and 2018, accounts payable included retention amounts of approximately $11.3 million and $13.2 million, respectively. These amounts owed to subcontractors have been retained pending contract completion and customer acceptance of jobs. ā The following is a summary of accrued liabilities (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā 2019 2018 Payroll and related employee benefits ā $ 64,705 ā $ 60,509 Current operating lease liability ā ā 74,036 ā ā ā Casualty insurance reserves ā 9,918 ā 11,360 Corporate income taxes and other taxes ā 9,027 ā 5,040 Other ā 25,815 ā 40,618 ā ā $ 183,501 ā $ 117,527 ā |
Credit Arrangements
Credit Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Credit Arrangements | |
Credit Arrangements | Note 9āCredit Arrangements ā Long-term debt and credit facilities consist of the following at December 31 (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 2018 Term loan ā $ 203,500 ā $ 214,500 ā Revolving credit facility ā ā ā ā ā ā ā Commercial equipment notes ā ā 105,114 ā ā 127,458 ā Mortgage notes ā 43,474 ā 27,200 ā Total debt ā ā 352,088 ā ā 369,158 ā Unamortized debt issuance costs ā ā (787) ā ā (1,001) ā Total debt, net ā $ 351,301 ā $ 368,157 ā Less: current portion ā (55,659) ā (62,488) ā Long-term debt, net of current portion ā $ 295,642 ā $ 305,669 ā ā The weighted average interest rate on total debt outstanding at December 31, 2019 and 2018 was 4.0% and 4.1%, respectively. ā Scheduled maturities of long-term debt are as follows (in thousands): ā ā ā ā ā ā Year Ending ā ā December 31, 2020 ā $ 55,659 ā 2021 ā 43,728 ā 2022 ā 39,032 ā 2023 ā 173,575 ā 2024 ā 5,990 ā Thereafter ā 34,104 ā ā ā $ 352,088 ā ā Commercial Notes Payable and Mortgage Notes Payable ā From time to time, we enter into commercial equipment notes payable with various equipment finance companies and banks. At December 31, 2019, interest rates ranged from 1.83% to 4.40% per annum and maturity dates range from January 2020 to September 2024. The notes are secured by certain construction equipment. ā From time to time, we enter into secured mortgage notes payable with various banks. At December 31, 2019, interest rates ranged from 4.3% to 5.0% per annum and maturity dates range from September 2026 to October 2038. The notes are secured by certain real estate. ā Credit Agreement ā On September 29, 2017, we entered into an amended and restated credit agreement (the āCredit Agreementā) with CIBC Bank USA, as administrative agent (the āAdministrative Agentā) 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 (collectively, the āLendersā), which increased our borrowing capacity from $125.0 million to $200.0 million. The Credit Agreement consisted of a $200.0 million revolving credit facility (āRevolving Credit Facilityā), 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, and contains an accordion feature that would 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. ā On July 9, 2018, we entered into the First Amendment and Joinder to the Amended and Restated Credit Agreement (the āJuly Amendmentā) with the Administrative Agent and the Lenders. On August 3, 2018, we entered into the Second Amendment to the Amended and Restated Credit Agreement (the āAugust Amendmentā, and together with the July Amendment, the āAmendmentsā) with the Administrative Agent and the Lenders. The Amendments amend the Credit Agreement. ā The Amendments, among other things, modify the Credit Agreement to add Capital One, N.A. and Regions Bank as Lenders, to add a $220.0 million term loan (the āTerm Loanā), to increase the accordion feature that will allow us to increase the Term Loan or the borrowing capacity under the Revolving Credit Facility by $75.0 million, and to extend the maturity date of the Credit Agreement from September 29, 2022 to July 9, 2023. ā The Term Loan requires quarterly principal payments beginning in the third quarter of 2018 equal to $2.75 million, or $11.0 million per annum, for the first three years and $4.125 million, or $16.5 million per annum, for years four and five, with the balance due on July 9, 2023. ā The proceeds from the Term Loan were used to refinance and extinguish all of the Senior Notes (as discussed below), to pay down a significant portion of the borrowings under our Revolving Credit Facility that was used to finance the acquisition of Willbros, and for general corporate purposes. ā We capitalized $0.6 million of debt issuance costs during the third quarter of 2017 and $1.0 million during the third quarter of 2018 that is being amortized as interest expense over the life of the Credit Agreement. ā The principal amount of any loans under the Credit Agreement will bear variable interest at either: (i) LIBOR plus an applicable margin as specified in the Credit Agreement (based on our 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). Non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Credit Agreement. ā 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. ā At December 31, 2019, commercial letters of credit outstanding were $35.8 million. Other than commercial letters of credit, there were no outstanding borrowings under the Revolving Credit Facility, and available borrowing capacity was $164.2 million at December 31, 2019. ā Loans made under the Credit Agreement are secured by our assets, including, among others, our cash, inventory, 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 for all amounts under the Credit Agreement. ā The Credit Agreement contains various restrictive and financial covenants including, among others, a senior debt/EBITDA ratio and debt service coverage requirements. In addition, the Credit Agreement includes restrictions on investments, change of control provisions and provisions in the event we dispose of more than 20% of our total assets. ā We were in compliance with the covenants ā On September 13, 2018, we entered into an interest rate swap agreement to manage our exposure to the fluctuations in variable interest rates. The swap effectively exchanged the interest rate on 75% of the debt outstanding under our Term Loan from variable LIBOR to a fixed rate of 2.886% per annum, in each case plus an applicable margin, which was 1.75 % at December 31, 2019. See Note 10 ā ā Derivative Instruments ā Senior Secured Notes and Shelf Agreement ā On December 28, 2012, we entered into a $50.0 million Senior Secured Notes purchase agreement (āSenior Secured Notesā) and a $25.0 million private shelf agreement (the āNotes Agreementā) by and among us, The Prudential Investment Management, Inc. and certain Prudential affiliates (the āNoteholdersā). 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" and together with the Senior Secured Notes, the āSenior Notesā). ā The Senior Notes were funded in three tranches of $50.0 million on December 28, 2012, $25.0 million on July 25, 2013, and $25.0 million on November 9, 2015, and bore interest at annual rates of 3.65%, 3.85%, and 4.60%, respectively, paid quarterly in arrears. ā On July 9, 2018, we used a portion of the proceeds from the Term Loan to pay off and extinguish all of the Senior Notes, which resulted in a prepayment penalty recognized in the third quarter of 2018 of $2.3 million. ā Canadian Credit Facility ā We had 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. During the fourth quarter of 2018, we reduced the amount of the credit facility to $4.0 million. 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 December 31, 2019, commercial letters of credit outstanding were $0.6 million in Canadian dollars, and the available borrowing capacity was $3.4 million in Canadian dollars. The credit facility contains a working capital restrictive covenant for our Canadian subsidiary, OnQuest Canada, ULC. At December 31, 2019, OnQuest Canada, ULC was in compliance with the covenant. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments | |
Derivative Instruments | Note 10 ā Derivative Instruments ā We are exposed to certain market risks related to changes in interest rates. To monitor and manage these market risks, we have established risk management policies and procedures. We do not enter into derivative instruments for any purpose other than hedging interest rate risk. None of our derivative instruments are used for trading purposes. ā Interest Rate Risk. Credit Arrangements ā Credit Risk. ā The following table summarizes the fair value of our derivative contracts included in the Consolidated Balance Sheets (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Liability Derivatives ā December 31, December 31, ā ā Balance Sheet Location ā 2019 ā 2018 Interest rate swap ā Other long-term liabilities ā $ 6,443 ā $ 2,829 ā Total derivatives ā ā ā $ 6,443 ā $ 2,829 ā ā The following table summarizes the amounts recognized with respect to our derivative instruments within the Consolidated Statements of Income (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Location of Loss Recognized ā Year Ended December 31, ā ā on Derivatives 2019 2018 2017 Interest rate swap Interest expense ā 4,601 ā 3,131 ā ā ā ā |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interests | |
Noncontrolling Interests | Note 11 ā Noncontrolling Interests ā We own a 50% interest in the Carlsbad joint venture and we owned a 50% interest in the Wilmington joint venture, each of which operates in the Power segment. Both joint ventures have been determined to be a VIE and we were determined to be the primary beneficiary as a result of our significant influence over the joint venture operations. ā Each joint venture is a partnership, and consequently, only the tax effect of our share of the income was recognized 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. ā Carlsbad Joint Venture ā The Carlsbad joint venture operating activities began in 2015 and are included in our Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2019 2018 2017 Revenue ā $ 5,970 ā $ 102,868 ā $ 110,669 Net income attributable to noncontrolling interests ā 1,770 ā 9,483 ā 1,780 ā The Carlsbad joint venture made distributions of $3.5 million to the noncontrolling interest and $3.5 million to us during the year ended December 31, 2019. The Carlsbad joint venture made distributions of $9.0 million to the noncontrolling interest and $9.0 million to us during the year ended December 31, 2018. The Carlsbad joint venture made no distributions to the partners during the year ending December 31, 2017. In addition, we did not make any capital contributions to the Carlsbad joint venture during the years ended December 31, 2019, 2018, and 2017. The project was substantially complete as of December 31, 2018 and the warranty period expires in December 2020. ā Wilmington Joint Venture ā The Wilmington joint venture operating activities began in 2015 and are included in our Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2019 2018 2017 Revenue ā $ ā ā $ 2,133 ā $ 31,638 ā Net income attributable to noncontrolling interests ā ā ā 649 ā 2,716 ā ā The project is complete, the warranty period expired in October 2018, and dissolution of the joint venture was completed in the first quarter of 2019. The Wilmington joint venture made a final immaterial distribution to the noncontrolling interest and to us during the first quarter of 2019. The Wilmington joint venture made distributions of $4.1 million to the noncontrolling interest and $4.1 million to us during the year ended December 31, 2018. No distributions were made during the year ended December 31, 2017. In addition, we did not make any capital contributions to the Wilmington joint venture during the years ended December 31, 2019, 2018, and 2017. The carrying value of the assets and liabilities associated with the operations of the Wilmington joint venture were included in our Condensed Consolidated Balance Sheet and were immaterial at December 31, 2018. ā Summary ā Joint Venture Balance Sheets ā The following table summarizes the total balance sheet amounts for the two joint ventures, which are included in our Consolidated Balance Sheets( in thousands): ā ā ā ā ā ā ā ā ā ā ā Joint Venture ā Consolidated ā At December 31, 2019 Amounts Amounts Cash ā $ 2,124 ā $ 120,286 ā Accounts receivable ā $ ā ā $ 404,911 ā Contract assets ā $ ā ā $ 344,806 ā Accounts payable ā $ 38 ā $ 235,972 ā Contract liabilities ā $ 425 ā $ 192,397 ā ā ā ā ā ā ā ā ā At December 31, 2018 ā ā ā ā ā ā ā Cash ā $ 3,127 ā $ 151,063 ā Accounts receivable ā $ 4,451 ā $ 372,695 ā Contract assets ā $ 8,158 ā $ 364,245 ā Accounts payable ā $ 2,279 ā $ 249,217 ā Contract liabilities ā $ 5,946 ā $ 189,539 ā ā |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | Note 12āLeases ā We lease administrative and various operational facilities, which are generally longer-term, project specific facilities or yards, and construction equipment under non-cancelable operating leases. On January 1, 2019, we adopted ASC 842, ā Leases āLeasesā ā We elected certain transition practical expedients permitted with the new standard, which among other things, allowed us to carry forward the historical lease classification. In addition, we elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also made an accounting policy election in which leases with an initial term of 12 months or less are not recorded on the balance sheet and lease payments are recognized in the Consolidated Statements of Income on a straight-line basis over the lease term. ā We determine if an arrangement is a lease at inception. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Operating leases are included in āOperating lease assetsā, āAccrued liabilitiesā, and āNoncurrent operating lease liabilities, net of current portionā on our Consolidated Balance Sheets. ā ā Our leases have remaining lease terms that expire at various dates through 2030, some of which may include options to extend the leases for up to 5 years. The exercise of lease extensions is at our sole discretion. Periodically, we sublease excess facility space, but any sublease income is generally not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. ā The components of operating lease expense are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā ā 2019 2018 2017 ā Operating lease expense ā $ 77,222 (1) $ 53,415 (2) $ 25,497 (2) ________________________________________ (1) Includes short-term leases, which is immaterial. (2) Reported in accordance with our historical accounting under ASC 840, ā Leases ā. ā Our operating lease liabilities are reported on the Consolidated Balance Sheet as follows (in thousands): ā ā ā ā ā ā ā December 31, ā ā 2019 Accrued liabilities ā $ 74,036 ā Noncurrent operating lease liabilities, net of current portion ā 171,225 ā ā ā $ 245,261 ā ā The future minimum lease payments under non-cancelable operating leases are as follows (in thousands): ā ā ā ā ā ā ā Future Minimum For the Years Ending December 31, ā Lease Payments 2020 $ 81,903 2021 ā ā 66,352 2022 ā ā 49,845 2023 ā ā 38,998 2024 ā ā 17,159 Thereafter ā ā 10,200 Total lease payments ā $ 264,457 Less imputed interest ā (19,196) Total ā $ 245,261 ā ā Other information related to operating leases is as follows (in thousands, except lease term and discount rate): ā ā ā ā ā ā ā ā Year Ended ā December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities ā ā ā ā Operating cash flows from operating leases ā $ 77,229 ā Weighted-average remaining lease term on operating leases (years) ā ā 3.99 ā Weighted-average discount rate on operating leases ā ā 3.85% ā ā |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 13āCommitments and Contingencies ā NTTA settlement ā million. We are paying a third-party contractor approved by the NTTA to complete the remediation. In the event that the total remediation costs exceed the $22.4 million, the second defendant would pay % of the excess amount. During the year ended December 31, 2019, we increased our liability by $1.6 million. We also spent $11.6 million for remediation during the year ended December 31, 2019. While we continue to monitor the progress toward remediation and the total remediation costs, at this time we cannot determine the eventual remediation cost. At December 31, 2019, our remaining accrual balance was $8.5 million. ā Litigation ā million. ā We are subject to other claims and legal proceedings arising out of our business. We provide for costs related to contingencies when a loss from such claims is probable and the amount is reasonably estimable. In determining whether it is possible to provide an estimate of loss, or range of possible loss, we review and evaluate 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. ā 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 defense 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 our consolidated results of operations, financial condition or cash flow. ā Bonding ā |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2019 | |
Reportable Segments | |
Reportable Segments | Note 14āReportable Segments ā We segregate our business into five reportable segments: the Power segment, the Pipeline segment, the Utilities segment, the Transmission segment, and the Civil segment. Each of our reportable segments is comprised of similar business units that specialize in services unique to the segment. Driving the end-user focused segments are differences in the economic characteristics of each segment, the nature of the services provided by each segment; the production processes of each segment; the type or class of customer using the segmentās services; the methods used by the segment to provide the services; and the regulatory environment of each segmentās customers. ā The classification of revenue 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. ā The following is a brief description of the reportable segments: ā The Power segment operates throughout the United States and in Canada and specializes in a range of services that include engineering, procurement, and construction, retrofits, upgrades, repairs, outages, and maintenance services for entities in the petroleum and petrochemical industries, as well as traditional and renewable power generators. ā The Pipeline segment operates throughout the United States and specializes in a range of services, including pipeline construction and maintenance, pipeline facility and integrity services, installation of compressor and pump stations, and metering facilities for entities in the petroleum and petrochemical industries, as well as gas, water, and sewer utilities. ā The Utilities segment operates primarily in California, the Midwest, the Atlantic Coast, and the Southeast regions of the United States and specializes in a range of services, including installation and maintenance of new and existing natural gas utility distribution systems and pipeline integrity services for entities in the gas utility market. ā The Transmission segment operates primarily in the Southeastern, Midwest, Atlantic Coast, and Gulf Coast regions of the United States and specializes in a range of services, including installation and maintenance of new and existing electric utility transmission, substation, and distribution systems for entities in the electric utility market. ā 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 construction, demolition, site work, soil stabilization, mass excavation, flood control, and drainage projects for entities in the petroleum and petrochemical industries, state and municipal departments of transportation, and airports. ā All intersegment revenue and gross profit, which was immaterial, has been eliminated in the following tables. Total assets by segment is not presented as our āChief Operating Decision Makerā does not review or allocate resources based on segment assets. ā Segment Revenue ā Revenue by segment for the years ended December 31, 2019, 2018 and 2017 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, ā ā 2019 ā 2018 ā 2017 ā ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Total ā ā ā ā Total ā ā ā ā Total ā Segment Revenue Revenue Revenue Revenue Revenue ā Revenue Power ā $ 729,348 23.5% ā $ 694,048 23.6% ā $ 606,125 25.5% ā Pipeline ā ā 505,156 ā 16.3% ā ā 590,937 ā 20.1% ā ā 465,570 ā 19.5% ā Utilities ā 886,504 28.5% ā 902,772 30.7% ā 806,523 33.9% ā Transmission ā ā 497,302 ā 16.0% ā ā 286,749 (1) 9.8% ā ā ā ā ā ā Civil ā 488,019 15.7% ā 464,972 15.8% ā 501,777 21.1% ā Total ā $ 3,106,329 100.0% ā $ 2,939,478 100.0% ā $ 2,379,995 100.0% ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to December 31, 2018. ā Segment Gross Profit ā Gross profit by segment for the years ended December 31, 2019, 2018 and 2017 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, ā ā ā 2019 ā 2018 ā 2017 ā ā ā ā ā % of ā ā ā ā % of ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment ā ā ā ā ā ā Segment Gross Profit Revenue Gross Profit Revenue ā Gross Profit ā Revenue Power ā $ 76,119 10.4% ā $ 109,789 15.8% ā $ 65,675 10.8% ā Pipeline ā ā 61,550 ā 12.2% ā ā 66,602 ā 11.3% ā ā 92,087 ā 19.8% ā Utilities ā 116,645 13.2% ā 111,825 12.4% ā 113,037 14.0% ā Transmission ā ā 22,580 ā 4.5% ā ā 31,904 (1) 11.1% ā ā ā ā ā ā Civil ā 54,032 11.1% ā 5,617 1.2% ā 7,635 1.5% ā Total ā $ 330,926 10.7% ā $ 325,737 11.1% ā $ 278,434 11.7% ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to December 31, 2018. ā Geographic Region ā Revenue and Total Assets ā The majority of our revenue is derived from customers in the United States with approximately 5.8%, 2.9% and 0.3% generated from sources outside of the United States for the years ended December 31, 2019, 2018 and 2017, respectively. At December 31, 2019 and 2018, approximately |
Multiemployer Plans
Multiemployer Plans | 12 Months Ended |
Dec. 31, 2019 | |
Multiemployer Plans | |
Multiemployer Plans | Note 15 ā Multiemployer Plans ā Union Plans ā 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. ā We contributed $41.0 million, $48.8 million, and $46.9 million, to multiemployer pension plans for the years ended December 31, 2019, 2018 and 2017, respectively. These costs were charged to the related construction contracts in process. Contributions during 2019 decreased from 2018 as a result of a decrease in the number of man-hours worked by our union labor. ā The financial risks of participating in multiemployer plans are different from single-employer plans in the following respects: ā ā Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. ā If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. ā If a participating employer chooses to stop participating in the plan, a withdrawal liability may be created based on the unfunded vested benefits for all employees in the plan. Under U.S. legislation regarding multiemployer pension plans, an employer is required to pay an amount that represents its proportionate share of a planās unfunded vested benefits in the event of withdrawal from a plan or upon plan termination. ā We participate in a number of multiemployer pension plans, and our potential withdrawal obligation may be significant. Any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated, in accordance with GAAP. We have no plans to withdraw from any labor agreements. ā During the last three years, we made annual contributions to 33 pension plans. Based upon the most recent and available plan financial information, we made contributions to the Southern California Pipetrades Trust Funds that represented more than 5.0% of the planās total contributions for the 2018 plan year. None of the other significant pension plans we contributed to below listed us in the planās Form 5500 as providing more than 5.0% of the planās total contributions during the years ended December 31, 2019, 2018, and 2017. ā Our participation in significant plans for the years ended December 31, 2019, 2018 and 2017 is outlined in the table below. The āEIN/Pension Plan Numberā column provides the Employer Identification Number (āEINā) and the three digit plan number. The āZone Statusā is based on the latest information that we received from the plan and is certified by the planās actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The āFIP/RP Status Pending/Implementedā column indicates plans for which a financial improvement plan (āFIPā) or a rehabilitation plan (āRPā) is either pending or has been implemented. The āSurcharge Imposedā column includes plans in a red zone status that require a payment of a surcharge in excess of regular contributions. The next column lists the expiration date of our collective bargaining agreement related to the plan. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Collective ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā FIP/RP ā ā ā Bargaining ā ā ā ā ā ā ā ā ā ā ā EIN / ā Pension Protection Act ā Status ā ā ā Agreement ā ā ā ā ā ā ā ā ā ā ā Pension Plan ā Zone Status ā Pending / ā Surcharge ā Expiration ā Contributions of the Company Pension Fund Name Number 2019 2018 Implemented Imposed Date 2019 2018 2017 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Central Pension Fund of the International Union of Operating Engineers and Participating Employers 36-6052390/001 Green as of Green as of No No 5/31/2020 ā $ 6,572 ā $ 6,643 ā $ 7,562 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Laborers International Union of North America National (Industrial) Pension Fund 52-6074345/001 Yellow as of Red as of No No 5/31/2020 ā 3,969 ā 3,967 ā 4,658 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Plumbers & Pipefitters National Pension Fund 52-6152779/001 Yellow as of Yellow as of No No 9/30/2022 ā 3,659 ā 3,686 ā 2,548 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Minnesota laborers Pension Fund 41-6159599/001 Green as of Green as of No No 5/31/2020 ā 3,108 ā ā 2,565 ā ā 2,137 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Southern California Pipetrades Trust Funds 51-6108443/001 Green as of Green as of No No 9/30/2022 ā 3,078 ā 5,122 ā 3,219 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Construction Laborers Pension Trust for Southern California 43-6159056/001 Green as of Green as of No No 6/30/2022 ā 2,886 ā ā 2,873 ā ā 2,393 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Laborers Pension Trust Fund for Northern California 94-6277608/001 Green as of Green as of No No 6/30/2023 ā 2,823 ā 3,793 ā 2,945 ā ā ā ā ā ā ā ā Contributions to significant plans ā ā 26,095 ā ā 28,649 ā ā 25,462 ā ā ā ā ā ā ā ā Contributions to other multiemployer plans ā 14,905 ā 20,141 ā 21,473 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total contributions made ā $ 41,000 ā $ 48,790 ā $ 46,935 ā ā |
Company Retirement Plans
Company Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Company Retirement Plans | |
Company Retirement Plans | Note 16āCompany Retirement Plans ā Defined Contribution Plans ā |
Deferred Compensation Agreement
Deferred Compensation Agreements and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Compensation Agreements and Stock-Based Compensation | |
Deferred Compensation Agreements and Stock-Based Compensation | Note 17āDeferred Compensation Agreements and Stock-Based Compensation ā Primoris Incentive Compensation Plans (āPICPā) ā We have long-term incentive compensation plans for certain senior managers and executives. Certain participants in these plans must defer receipt of one half of their annual earned bonus for one year while other participants in these plans receive a portion of their annual earned bonus in the form of Restricted Stock Units (āUnitsā) that vest ratably over a three year period. Generally, except in the case of death, disability or involuntary separation from service, the deferred compensation or the Units are vested to the participant only if actively employed by us on the payment or vesting date. For bonuses earned in 2019, participants that defer receipt of half of their bonus could elect to use up to one sixth of their bonus amount to purchase shares of our common stock. For bonuses earned in 2018, all participants could use up to one sixth of their bonus amount to purchase shares of our common stock. The purchase price was calculated as 75% of the average market closing price for the month of December 2019 and December 2018, respectively. The discount is treated as compensation to the participant. ā Stock-based compensation ā The grants were documented in RSU Award Agreements which provide for a vesting schedule and require continuing employment of the individual. The Units are subject to earlier acceleration, termination, cancellation or forfeiture as provided in the underlying RSU Award Agreement. ā The table below presents the activity for 2019: ā ā ā ā ā ā ā ā Nonvested RSUs Units Weighted Average Grant Date Fair Value per Unit ā Balance at December 31, 2018 ā 201,864 ā $ 25.03 ā Granted ā 25,360 ā ā 20.70 ā Vested ā (57,227) ā ā 23.93 ā Forfeited ā (6,240) ā ā 25.64 ā Balance at December 31, 2019 ā 163,757 ā ā 24.72 ā ā During 2018, 144,920 Units were granted with a weighted-average grant date fair value per unit of $25.53. During 2017, 10,000 Units were granted with a weighted-average grant-date fair value per unit of $22.90. The total fair value of Units that vested during 2019, 2018 and 2017 was $1.2 million, $0.7 million and $1.7 million, respectively. ā At December 31, 2019, a total of 259,348 Units were vested. The vesting schedule for the remaining Units is as follows: ā ā ā ā ā ā Number of Units For the Years Ending December 31, to Vest 2020 ā 11,067 2021 ā 122,649 2022 ā 27,700 2023 ā 2,341 ā ā 163,757 ā Under guidance of ASC 718, ā Compensation ā Stock Compensation ā 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. For the years ended December 31, 2019, 2018 and 2017, we recognized $1.6 million, $1.3 million, and $1.1 million, respectively, in compensation expense. At December 31, 2019, approximately $2.2 million of unrecognized compensation expense remains for the Units, which will be recognized over a weighted average period of 2.1 years. ā Vested Units accrue āDividend Equivalent Unitsā (as defined in the Equity Plan), which will be accrued as additional Units until the Units are converted to Common Stock. At December 31, 2019, a total of 2,135 Dividend Equivalent Units were accrued. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | Note 18āRelated Party Transactions ā In December 2019, we purchased and cancelled an aggregate of 2,316,960 shares of our Common Stock from a former member of our Board of Directors, in a private transaction for an aggregate purchase price of $50.0 million or $21.58 per share. The share repurchase was made pursuant to our existing $50.0 million repurchase program authorized by our Board of Directors in October 2019. The governing Share Repurchase Agreement contains a āstandstillā covenant prohibiting the former member of our Board of Directors from selling any additional shares of the Companyās Common Stock through May 26, 2020 ā Prior to March 2017, we leased three properties in California from Stockdale Investment Group, Inc. (āSIGIā). A former member of our Board of Directors, and his family hold a majority interest of SIGI. In March 2017, we exercised a right of first refusal and purchased the SIGI properties. The purchase was approved by our Board of Directors for $12.8 million. We assumed three mortgage notes totaling $4.2 million with the remainder paid in cash. During the year ended December 31, 2017, we paid $0.2 million in lease payments to SIGI for the use of these properties. ā We lease properties from other individuals that are current employees. The amounts leased are not material and each arrangement was properly approved. ā |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | Note 19āIncome Taxes ā Income before provision for income taxes consists of the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2019 2018 2017 ā United States ā $ 107,639 ā $ 111,002 ā $ 105,555 ā Foreign ā 10,270 ā 2,356 ā (272) ā Total ā ā 117,909 ā ā 113,358 ā ā 105,283 ā ā ā The components of the provision for income taxes are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2019 2018 2017 ā Current provision (benefit) ā ā ā ā ā ā ā ā ā ā Federal ā $ 12,513 ā $ 3,405 ā $ 21,509 ā State ā 4,398 ā 4,536 ā 3,371 ā Foreign ā 2,954 ā 674 ā (188) ā ā ā ā 19,865 ā ā 8,615 ā ā 24,692 ā Deferred provision (benefit) ā ā ā ā ā ā ā ā ā ā Federal ā 12,283 ā 14,535 ā 1,958 ā State ā 1,940 ā 2,120 ā 1,219 ā Foreign ā (276) ā (139) ā (36) ā ā ā 13,947 ā 16,516 ā 3,141 ā Change in valuation allowance ā ā ā ā ā 634 ā ā 600 ā Total ā $ 33,812 ā $ 25,765 ā $ 28,433 ā ā A reconciliation of income tax expense compared to the amount of income tax expense that would result by applying the U.S. federal statutory income tax rate to pre-tax income is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā ā 2019 ā 2018 ā 2017 ā ā U.S. federal statutory income tax rate 21.0 % ā 21.0 % ā 35.0 % ā Impact of U.S tax reform ā ā ā ā 1.1 ā ā (9.3) ā ā State taxes, net of federal income tax impact 4.4 ā ā 5.1 ā ā 2.9 ā ā Tax credits (1.7) ā ā (5.3) ā ā ā ā ā Income taxed at rates greater than U.S. 1.1 ā ā 0.4 ā ā (0.2) ā ā Domestic production activities deduction ā ā ā ā ā ā (2.3) ā ā Nondeductible meals & entertainment 3.0 ā ā 2.9 ā ā 2.8 ā ā Nondeductible compensation ā 0.7 ā ā 0.2 ā ā 0.1 ā ā Other items 0.6 ā ā (0.4) ā ā (0.8) ā ā Effective tax rate excluding income attributable to noncontrolling interests 29.1 ā ā 25.0 ā ā 28.2 ā ā Impact of income from noncontrolling interests on effective tax rate (0.4) ā ā (2.3) ā ā (1.2) ā ā Effective tax rate 28.7 % ā 22.7 % ā 27.0 % ā ā ā Deferred taxes are recognized for temporary differences between the financial reporting bases and tax bases of assets and liabilities based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based upon consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income, the length of the tax asset carryforward periods, and tax planning strategies. ā The tax effect of temporary differences that give rise to deferred income taxes are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 2018 ā Deferred tax assets: ā ā ā ā ā ā ā Accrued compensation ā $ 3,705 ā $ 4,999 ā Accrued workers compensation ā ā 9,939 ā ā 10,309 ā Net operating losses ā ā 40,919 ā ā 34,615 ā Disallowed interest ā ā 533 ā ā 1,908 ā Capital loss carryforward ā ā 10,126 ā ā 10,796 ā Deferred rent ā ā 126 ā ā 1,552 ā Lease liabilities ā ā 62,023 ā ā ā ā Insurance reserves ā 3,146 ā 3,737 ā Loss reserves ā 2,276 ā 2,064 ā Tax credit ā 825 ā 1,505 ā State income taxes ā 1,193 ā 1,045 ā Other ā 3,436 ā 2,146 ā Total deferred tax assets ā 138,247 ā 74,676 ā Deferred tax liabilities ā ā ā ā ā ā ā Depreciation and amortization ā (63,824) ā (56,670) ā Prepaid expenses and other ā (1,839) ā (777) ā Lease assets ā ā (61,417) ā ā ā ā Total deferred tax liabilities ā (127,080) ā (57,447) ā ā ā ā ā ā ā ā ā Valuation allowance ā ā (27,886) ā ā (23,938) ā ā ā ā ā ā ā ā ā Net deferred tax liabilities ā $ (16,719) ā $ (6,709) ā ā As of December 31, 2019, we have remaining U.S. federal and state net operating loss carryforwards of after the period in which the net operating loss was incurred. ā As of December 31, 2019, our U.S. capital loss and tax credit carryforwards totaled ā We claimed $0.6 million of solar investment tax credits (āITCā) in 2019. We made an accounting policy election to use the flow through income statement method under which we recognized the benefit of the ITC and the related detriment of tax basis reductions in 2018. ā Valuation allowances on U.S. capital losses, on U.S. state net operating losses, and on Australian net operating losses acquired from Willbros were $27.9 million as of December 31, 2019. ā A reconciliation of the beginning and ending and aggregate changes in the gross balances of unrecognized tax benefits is as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 2018 2017 ā Beginning balance ā $ 1,330 ā $ 592 ā $ ā ā Increases in balances for tax positions taken during the current year ā 298 ā 146 ā 592 ā Increases in balances for tax positions taken during prior years ā 19 ā 2,666 ā ā ā Settlements and effective settlements with tax authorities ā ā (649) ā ā (1,979) ā ā ā ā Lapse of statute of limitations ā (151) ā (95) ā ā ā Total ā $ 847 ā $ 1,330 ā $ 592 ā ā We recognize accrued interest and penalties related to uncertain tax positions in income tax expense, which were not material for the three years presented. The $0.6 million decrease during 2019 in unrecognized tax benefits is due to the effective settlements with tax authorities related to our acquisition of Willbros and did not impact net income for the year ended December 31, 2019. ā We believe it is reasonably possible that decreases up to $0.2 million of unrecognized tax benefits could occur in the next twelve months due to the expiration of statutes of limitation. ā Our federal income tax returns are generally no longer subject to examination for tax years before 2016. The statutes of limitation of state and foreign jurisdictions generally vary between 3 to |
Dividends and Earnings Per Shar
Dividends and Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Dividends and Earnings Per Share | |
Dividends and Earnings Per Share | Note 20āDividends and Earnings Per Share ā ā ā ā ā ā ā ā ā ā Declaration Date Record Date Payable Date Amount Per Share February 21, 2017 ā March 31, 2017 ā April 15, 2017 ā $ 0.055 May 5, 2017 ā June 30, 2017 July 14, 2017 ā $ 0.055 August 2, 2017 ā September 29, 2017 October 14, 2017 ā $ 0.055 November 2, 2017 ā December 29, 2017 January 15, 2018 ā $ 0.060 February 21, 2018 ā March 30, 2018 ā April 13, 2018 ā $ 0.060 May 4, 2018 ā June 29, 2018 ā July 13, 2018 ā $ 0.060 August 2, 2018 ā September 28, 2018 ā October 15, 2018 ā $ 0.060 November 2, 2018 ā December 31, 2018 ā January 15, 2019 ā $ 0.060 February 26, 2019 ā March 29, 2019 ā April 15, 2019 ā $ 0.060 May 3, 2019 ā June 28, 2019 ā July 15, 2019 ā $ 0.060 August 2, 2019 ā September 30, 2019 ā October 15, 2019 ā $ 0.060 October 31, 2019 ā December 31, 2019 ā January 15, 2020 ā $ 0.060 ā ā The table below presents the computation of basic and diluted earnings per share for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2019 2018 2017 Numerator: ā ā ā ā ā ā ā ā ā Net income attributable to Primoris ā $ 82,327 ā $ 77,461 ā $ 72,354 ā ā ā ā ā ā ā ā ā ā Denominator: ā ā ā ā ā ā ā ā ā Weighted average shares for computation of basic earnings per share ā 50,784 ā 51,350 ā 51,481 Dilutive effect of shares issued to independent directors ā 3 ā 3 ā 3 Dilutive effect of restricted stock units (1) ā 297 ā 317 ā 257 Weighted average shares for computation of diluted earnings per share ā 51,084 ā 51,670 ā 51,741 ā ā ā ā ā ā ā ā ā ā Earnings per share attributable to Primoris: ā ā ā ā ā ā ā ā ā Basic ā $ 1.62 ā $ 1.51 ā $ 1.41 Diluted ā $ 1.61 ā $ 1.50 ā $ 1.40 (1) Represents the effect of the grant of Units and vested Dividend Equivalent Units for the respective periods presented. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | Note 21āStockholdersā Equity ā Common Stock ā We are authorized to issue 90,000,000 shares of $0.0001 par value common stock, of which 48,665,138 and 50,715,518 shares were issued and outstanding as of December 31, 2019 and 2018, respectively. ā We issued 114,106 shares of common stock in 2019, 71,757 shares of common stock in 2018, and 65,429 shares of common stock in 2017 under our PICP. The shares were purchased by the participants in the PICP with payments made to us of $1.8 million in 2019, $1.5 million in 2018, and $1.1 million in 2017. Our PICP for managers and executives allows participants to use a portion of their annual bonus amount to purchase our common stock at a discount from the market price. The shares purchased in 2019 were for bonus amounts earned in 2018, and the number of shares was calculated at 75% of the average closing price for December 2018. The shares purchased in 2018 were for bonus amounts earned in 2017, and the number of shares was calculated at 75% of the average closing price for December 2017. The shares purchased in 2017 were for bonus amounts earned in 2016, and the number of shares was calculated at 75% of the average market price for January 2017. The shares purchased have a six month trading restriction. ā We issued shares of common stock under the Equity Plan to the non-employee members of the Board of Directors as part of our quarterly compensation provided to the Directors. Shares issued were as follows: ā ā 16,877 shares in August 2019, ā 13,278 shares in February 2019, ā 10,092 shares in August 2018, ā 10,062 shares in February 2018, ā 11,448 shares in August 2017, and ā 11,784 shares in February 2017. ā The shares were fully vested upon issuance and have a one-year trading restriction. ā As discussed in Note 17āā Deferred Compensation Agreements and Stock-Based Compensation ā At December 31, 2019, there were 1,450,078 shares of common stock reserved to provide for the grant and exercise of all future stock option grants, SARS, Units and grants of restricted shares under the Equity Plan. Other than the Units discussed above, there were no stock options, SARS or restricted shares of stock issued or outstanding at December 31, 2019. ā Share Repurchase Plan ā In October 2019, our Board of Directors authorized a $50.0 million share repurchase program. Under the share repurchase program, we can, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. As discussed in Note 18āā Related Party Transactions ā In May 2018, our Board of Directors authorized a $5.0 million share repurchase program. In August 2018, our Board of Directors approved an increase to the share repurchase program to $20.0 million. Under the share repurchase program, we can, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. During the period from August 2018 to December 2018, we purchased and cancelled 825,146 shares of common stock, which in the aggregate equaled $20.0 million, at an average price of $24.24 per share. ā In February 2017, our Board of Directors authorized a $5.0 million share repurchase program under which we could, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. During the month of March 2017, we purchased and cancelled 216,350 shares of stock for $5.0 million at an average cost of $23.10 per share. ā Preferred Stock ā We are authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. No shares of Preferred Stock were outstanding at December 31, 2019, 2018 and 2017. ā |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Selected Quarterly Financial Information (Unaudited) | |
Selected Quarterly Financial Information (Unaudited) | Note 22āSelected Quarterly Financial Information (Unaudited) ā Selected unaudited quarterly consolidated financial information is presented in the following tables (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2019 ā 1st 2nd 3rd 4th ā ā Quarter ā Quarter ā Quarter ā Quarter Revenue ā $ 661,558 ā $ 789,929 ā $ 865,064 ā $ 789,778 ā Gross profit ā $ 52,460 ā $ 80,531 ā $ 108,421 ā $ 89,514 ā Net income ā $ 2,936 ā $ 17,824 ā $ 35,826 ā $ 27,511 ā Net income attributable to Primoris ā $ 1,947 ā $ 17,787 ā $ 35,648 ā $ 26,945 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share: ā ā ā ā ā ā ā ā ā ā ā ā ā Basic earnings per share ā $ 0.04 ā $ 0.35 ā $ 0.70 ā $ 0.53 ā Diluted earnings per share ā $ 0.04 ā $ 0.35 ā $ 0.70 ā $ 0.53 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 50,770 ā 50,912 ā 50,976 ā 50,478 ā Diluted ā 51,188 ā 51,228 ā 51,215 ā 50,711 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2018 ā 1st 2nd 3rd 4th ā ā Quarter ā Quarter ā Quarter ā Quarter Revenue ā $ 504,119 ā $ 648,787 ā $ 908,902 ā $ 877,670 ā Gross profit ā $ 44,560 ā $ 71,419 ā $ 106,505 ā $ 103,253 ā Net income ā $ 4,216 ā $ 14,191 ā $ 34,805 ā $ 34,381 ā Net income attributable to Primoris ā $ 688 ā $ 11,715 ā $ 32,691 ā $ 32,367 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share: ā ā ā ā ā ā ā ā ā ā ā ā ā Basic earnings per share ā $ 0.01 ā $ 0.23 ā $ 0.64 ā $ 0.63 ā Diluted earnings per share ā $ 0.01 ā $ 0.23 ā $ 0.63 ā $ 0.63 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 51,479 ā 51,531 ā 51,403 ā 50,993 ā Diluted ā 51,747 ā 51,793 ā 51,735 ā 51,397 ā ā |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events. | |
Subsequent Events | Note 23āSubsequent Event ā On February 21, 2020, the Board of Directors declared a cash dividend of $0.06 per common share for stockholders of record as of March 31, 2020, payable on or about April 15, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation | |
Basis of presentation | Basis of presentation ā and regulations of the Securities and Exchange Commission (āSECā). References for Financial Accounting Standards Board (āFASBā) standards are made to the FASB Accounting Standards Codification (āASCā). |
Principles of consolidation | Principles of consolidation ā āConsolidationā . All intercompany balances and transactions have been eliminated in consolidation. |
Reclassification | Reclassification ā |
Use of estimates | Use of estimates ā The preparation of our Consolidated Financial Statements in conformity with GAAP requires management 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a construction contractor, we use estimates for costs to complete construction projects and the contract value of certain construction projects. These estimates have a direct effect on gross profit as reported in these consolidated financial statements. Actual results could materially differ from our estimates. |
Operating cycle | Operating cycle ā one ā Consequently, we have significant working capital invested in assets that may have a liquidation period extending beyond one year. We have claims receivable and retention due from various customers and others that are currently in dispute, the realization of which is subject to binding arbitration, final negotiation or litigation, all of which may extend beyond one |
Cash and cash equivalents | Cash and cash equivalents ā |
Business combinations | Business combinations āBusiness combinations are accounted for using the acquisition method of accounting. We use the fair value of the assets acquired and liabilities assumed to account for the purchase price of businesses. The determination of fair value requires estimates and judgments of future cash flow expectations to assign fair values to the identifiable tangible and intangible assets. GAAP provides a āmeasurement periodā of up to one year in which to finalize all fair value estimates associated with the acquisition of a business. Most estimates are preliminary until the end of the measurement period. During the measurement period, any material, newly discovered information that existed at the acquisition date would be reflected as an adjustment to the initial valuations and estimates. After the measurement period, any adjustments would be recorded as a current period income or expense. |
Contingent Earnout Liabilities | Contingent Earnout Liabilities ā As part of certain acquisitions, we agreed to pay cash to certain sellers upon meeting specific operating performance targets for specified periods subsequent to the acquisition date. Each quarter, we evaluate the fair value of the estimated contingency and record a non-operating charge for the change in the fair value. Upon meeting the target, we reflect the full liability on the balance sheet and record a charge to āOther income (expense), netā for the change in the fair value of the liability from the prior period. See Note 3 ā āFair Value Measurementsā |
Goodwill and other intangible assets | Goodwill and other intangible assets ā Intangibles ā Goodwill and Other ā. Under ASC 350, goodwill is subject to an annual impairment test, which we perform as of the first day of the fourth quarter of each year, with more frequent testing if indicators of potential impairment exist. The impairment review is performed at the reporting unit level for those units with recorded goodwill. For the majority of our reporting units, we perform a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying value, including goodwill. Factors used in our qualitative assessment include, but are not limited to, macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and Company and reporting unit specific events. For all other reporting units, we use the quantitative impairment test outlined in ASC 350, which compares the fair value of a reporting unit with its carrying amount. Fair value for the goodwill impairment test is determined utilizing a discounted cash flow analysis based on our financial plan discounted using our weighted average cost of capital and market indicators of terminal year cash flows. Other valuation methods may be used to corroborate the discounted cash flow method. If the carrying amount of a reporting unit is in excess of its fair value, goodwill is considered impaired and an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill of the reporting unit. ā |
Income tax | Income tax ā Current income tax expense is the amount of income taxes expected to be paid for the financial results of the current year. A deferred tax liability or asset is established for the expected future tax consequences resulting from the differences in financial reporting bases and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards as set forth in ASC 740, āIncome Taxesā ā As a result of the Tax Cuts and Jobs Act (the āTax Actā) new taxes were created on certain foreign earnings. Namely, U.S. shareholders are now subject to a current tax on global intangible low-taxed income (āGILTIā) earned by specified foreign subsidiaries. Available guidance related to GILTI provides for an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to recognize the current tax on GILTI as an expense in the period the tax is incurred. The current tax impacts of GILTI are included in our effective tax rate. ā Staff Accounting Bulletin (āSABā) 118 provided 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 during a one year āmeasurement periodā from the December 22, 2017 enactment date, similar to that used when accounting for business combinations. As a result of the Tax Act, we remeasured deferred tax assets and liabilities using the newly enacted tax rates and recorded a one-time net tax benefit of $9.4 million as a provisional estimate under SAB 118 in the year ended December 31, 2017. As of December 31, 2018, our accounting for the Tax Act was complete. The provision for income taxes for the year ended December 31, 2018 included a $1.1 million increase from the completion of our provisional accounting for the effects of the Tax Act under SAB 118. The increase was due to $0.6 million of additional expense associated with foreign tax credits, net of associated valuation allowances, and $0.5 million of additional expense related to the corporate tax rate change impact on return-to-provision adjustments, primarily for depreciation. |
Comprehensive income | Comprehensive income ā Comprehensive Income |
Functional currencies and foreign currency translation | Functional currencies and foreign currency translation ā āAccumulated other comprehensive income (loss)ā ā |
Partnerships and joint ventures | Partnerships and joint ventures ā āConsolidationā , and if a VIE, whether we are the primary beneficiary of the VIE, which would require us to consolidate the VIE in our financial statements. When consolidation occurs, we account for the interests of the other parties as a noncontrolling interest and disclose the net income attributable to noncontrolling interests. See Note 11 ā āNoncontrolling Interests" |
Equity method of accounting | Equity method of accounting ā āInvestments Equity Method and Joint Venturesā if we are not the primary beneficiary of a VIE or do not have a controlling interest. The investment is recorded at cost and the carrying amount is adjusted periodically to recognize our proportionate share of income or loss, additional contributions made and dividends and capital distributions received. We record the effect of any impairment or an other than temporary decrease in the value of its investment. ā In the event a partially owned equity affiliate were to incur a loss and our cumulative proportionate share of the loss exceeded the carrying amount of the equity method investment, application of the equity method would be suspended and our proportionate share of further losses would not be recognized unless we committed to provide further financial support to the affiliate. We would resume application of the equity method once the affiliate became profitable and our proportionate share of the affiliateās earnings equals our cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended. |
Cash concentration | Cash concentration ā million, respectively. Our cash balances are held in high credit quality financial institutions in order to mitigate the risk of holding funds not backed by the federal government or in excess of federally backed limits. |
Collective bargaining agreements | Collective bargaining agreements ā will require renegotiation during 2020. We have not had a significant work stoppage in more than 20 years . |
Multiemployer plans | Multiemployer plans ā 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. Federal law requires that if we were to withdraw from an agreement, we would incur a withdrawal obligation. The potential withdrawal obligation may be significant. In accordance with GAAP, any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated. We have no plans to withdraw from any agreements. |
Insurance | Insurance ā million at December 31, 2019 and 2018, respectively, with the current portion recorded to āAccrued liabilitiesā and the long-term portion recorded to āOther long-term liabilitiesā on the Consolidated Balance Sheets. Claims administration expenses are charged to current operations as incurred. Our accruals are based on judgment and the probability of losses, with the assistance of third-party actuaries. Actual payments that may be made in the future could materially differ from such reserves. |
Derivative instruments and hedging activities | Derivative instruments and hedging activities ā |
Accounts receivable | Accounts receivable āAccounts receivable and contract receivables are primarily with public and private companies and governmental agencies located in the United States and Canada. Credit terms for payment of products and services are extended to customers in the normal course of business. Contract receivables are generally progress billings on projects, and as a result, are short term in nature. Generally, we require no collateral from our customers, but file statutory liens or stop notices on any construction projects when collection problems are anticipated. While a project is underway, we estimate the collectability of contract amounts at the same time that we estimate project costs. As discussed in Note 5 ā āRevenueā |
Significant revision in contract estimates | Significant revision in contract estimates ā |
Customer concentration | Customer concentration customers in each year. In each of the years, a different group of customers comprised the top ten customers by revenue, and no one customer accounted for more than 10% of total revenue. ā On January 29, 2019, one of our California utility customers filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. For the year ended December 31, 2019, the customer accounted for approximately 7.2% of our total revenue. In the third quarter of 2019, we entered into an agreement with a financial institution to sell, on a non-recourse basis, except in limited circumstances, substantially all of our pre-petition bankruptcy receivables with the customer. We received approximately $48.3 million upon the closing of this transaction in October 2019. During the year ended December 31, 2019, we recorded a loss of approximately $2.9 million in ā Other income (expense), net |
Property and equipment | Property and equipment ā three ā We assess the recoverability of property and equipment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. We perform an analysis to determine if an impairment exists. The amount of property and equipment impairment, if any, is measured based on fair value and is charged to operations in the period in which the impairment is determined by management. For the years ended December 31, 2019, 2018 and 2017, our management has not identified any material impairment of its property and equipment. |
Taxes collected from customers | Taxes collected from customers ā |
Share-based payments and stock-based compensation | Share-based payments and stock-based compensation ā In May 2013, the shareholders approved and we adopted the Primoris Services Corporation 2013 Long-term Incentive Equity Plan (āEquity Planā). Detailed discussion of shares issued under the Equity Plan are included in Note 17 ā āDeferred Compensation Agreements and Stock-Based Compensationā āStockholdersā Equityā |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements ā In February 2016, the FASB issued ASU 2016-02, āLeases (Topic 842)ā , with several clarifying updates. ASU 2016-02 requires 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 also requires 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, and requires a modified retrospective transition method where a company applies the new lease standard at (i) the beginning of the earliest period presented in the financial statements, or (ii) the adoption date and recognizes a cumulative effect adjustment to the opening balance of retained earnings. We adopted the new standard as of January 1, 2019 using the modified retrospective transition method and elected to apply the new lease standard at the adoption date. See Note 12 ā āLeasesā for further details. ā In June 2016, the FASB issued ASU 2016-13, āFinancial InstrumentsāCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instrumentsā ā In January 2017, the FASB issued ASU 2017-04, "IntangiblesāGoodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ā In August 2018, the FASB issued ASU 2018-13, āFair Value Measurement (Topic 820): Disclosure FrameworkāChanges to the Disclosure Requirements for Fair Value Measurementā ā In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā ā Other new pronouncements issued but not effective until after December 31, 2019 are not expected to have a material impact on our consolidated results of operations, financial position or cash flows. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities which are required to be measured at fair value | The following table presents, for each of the fair value hierarchy levels identified under ASC 820, our financial assets and certain liabilities that are required to be measured at fair value at December 31, 2019 and 2018 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurements at Reporting Date ā ā ā Significant ā ā ā ā Quoted Prices ā Other ā Significant ā ā in Active Markets ā Observable ā Unobservable ā ā for Identical Assets ā Inputs ā Inputs ā (Level 1) (Level 2) (Level 3) Assets as of December 31, 2019: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 120,286 $ ā $ ā ā Contingent consideration ā $ ā ā $ ā ā $ 938 ā Liabilities as of December 31, 2019: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 6,443 ā $ ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Assets as of December 31, 2018: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 151,063 $ ā $ ā ā Liabilities as of December 31, 2018: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 2,829 ā $ ā ā |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Willbros | |
Business combinations | |
Summary of the identifiable assets acquired and liabilities assumed | ā ā ā ā ā ā Purchase consideration (in thousands) ā ā ā ā Total purchase consideration ā $ 164,758 ā Less cash and restricted cash acquired ā ā (54,138) ā Net cash paid ā ā 110,620 ā ā ā ā ā ā ā Identifiable assets acquired and liabilities assumed (in thousands) ā ā ā ā Cash and restricted cash ā $ 54,138 ā Accounts receivable ā ā 103,186 ā Contract assets ā ā 30,762 ā Other current assets ā ā 18,255 ā Property, plant and equipment ā ā 30,522 ā Intangible assets: ā ā ā Customer relationships ā ā 47,500 ā Tradename ā ā 200 ā Deferred income taxes ā ā 27,954 ā Other non-current assets ā 2,261 ā Accounts payable and accrued liabilities ā ā (122,692) ā Contract liabilities ā ā (68,104) ā Other non-current liabilities ā ā (20,953) ā Total identifiable net assets ā ā 103,029 ā Goodwill ā ā 61,729 ā Total purchase consideration ā $ 164,758 ā |
Schedule of pro forma results | ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2018 ā ā ā (unaudited) Revenue ā $ 3,265,690 ā Income before provision for income taxes ā $ 107,500 ā Net income attributable to Primoris ā $ 73,243 ā ā ā ā ā ā Weighted average common shares outstanding: ā ā ā ā Basic ā 51,350 ā Diluted ā 51,670 ā ā ā ā ā ā Earnings per share: ā ā ā ā Basic ā $ 1.43 ā Diluted ā $ 1.42 ā |
2017 Acquisitions | |
Business combinations | |
Summary of the identifiable assets acquired and liabilities assumed | The following table represents the identifiable assets acquired and liabilities assumed related to the 2017 acquisitions described above (in thousands): ā ā ā ā ā ā Accounts receivable $ 10,721 ā ā Contract assets ā 580 ā ā Other current assets 2,352 ā ā Property, plant and equipment 12,402 ā ā Intangible assets 21,125 ā ā Goodwill 26,269 ā ā Accounts payable and accrued liabilities (5,476) ā ā Contract liabilities (447) ā ā Total $ 67,526 ā ā |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Schedule of contract assets | Contract assets consist of the following (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 2018 ā Unbilled revenue ā $ 251,429 ā $ 249,577 ā Retention receivable ā ā 81,393 ā ā 88,953 ā Contract materials (not yet installed) ā 11,984 ā 25,715 ā ā ā $ 344,806 ā $ 364,245 ā |
Schedule of contract liabilities | Contract liabilities consist of the following (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā ā ā December 31, ā December 31, ā ā 2019 2018 ā Deferred revenue ā $ 186,081 ā $ 182,232 ā Accrued loss provision ā 6,316 ā 7,307 ā ā ā $ 192,397 ā $ 189,539 ā |
Schedule of revenue disaggregation by various categories | MSA and Non-MSA revenue was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2019 Segment MSA Non-MSA Total ā Power ā $ 186,504 $ 542,844 $ 729,348 ā Pipeline ā ā 114,710 ā ā 390,446 ā ā 505,156 ā Utilities ā 651,028 235,476 886,504 ā Transmission ā ā 401,823 ā ā 95,479 ā ā 497,302 ā Civil ā 2,477 485,542 488,019 ā Total ā $ 1,356,542 $ 1,749,787 $ 3,106,329 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2018 Segment MSA Non-MSA Total ā Power ā $ 141,193 $ 552,855 $ 694,048 ā Pipeline ā ā 47,143 ā ā 543,794 ā ā 590,937 ā Utilities ā 699,998 202,774 902,772 ā Transmission (1) ā ā 240,228 ā ā 46,521 ā ā 286,749 ā Civil ā ā 464,972 464,972 ā Total ā $ 1,128,562 $ 1,810,916 $ 2,939,478 ā ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to December 31, 2018. ā Revenue by contract type was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2019 Segment Fixed-price Unit-price Cost reimbursable (1) Total ā Power ā $ 458,566 $ 13,982 $ 256,800 $ 729,348 ā Pipeline ā ā 60,157 ā ā 37,963 ā ā 407,036 ā ā 505,156 ā Utilities ā 117,015 486,496 282,993 886,504 ā Transmission ā ā 57,818 ā ā 423,371 ā ā 16,113 ā ā 497,302 ā Civil ā 81,931 327,449 78,639 488,019 ā Total ā $ 775,487 $ 1,289,261 $ 1,041,581 $ 3,106,329 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2018 Segment Fixed-price Unit-price Cost reimbursable (1) Total ā Power ā $ 393,555 $ 45,339 $ 255,154 $ 694,048 ā Pipeline ā ā 107,519 ā ā 58,651 ā ā 424,767 ā ā 590,937 ā Utilities ā 184,649 460,122 258,001 902,772 ā Transmission (2) ā ā 48,679 ā ā 230,077 ā ā 7,993 ā ā 286,749 ā Civil ā 69,398 345,510 50,064 464,972 ā Total ā $ 803,800 $ 1,139,699 $ 995,979 $ 2,939,478 ā (1) Includes time and material and cost reimbursable plus fee contracts. (2) Represents results from the June 1, 2018 acquisition date of Willbros to December 31, 2018. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Summary of property and equipment | The following is a summary of property and equipment (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā December 31, ā ā ā 2019 2018 ā Useful Life ā Land and buildings ā $ 125,047 ā $ 101,170 Buildings 30 Years ā Leasehold improvements ā 15,399 ā 13,438 Various* ā Office equipment ā 12,379 ā 9,669 3 - 5 Years ā Construction equipment ā 443,285 ā 439,875 3 - 7 Years ā Transportation equipment ā 122,082 ā 112,170 3 - 18 Years ā Solar equipment ā ā 23,552 ā ā 21,304 ā 25 years ā Construction in progress ā ā 33,159 ā ā 35,094 ā ā ā ā ā 774,903 ā 732,720 ā ā ā Less: accumulated depreciation and amortization ā (399,015) ā (356,836) ā ā ā Property and equipment, net ā $ 375,888 ā $ 375,884 ā ā ā * Leasehold improvements are depreciated over the shorter of the life of the leasehold improvement or the lease term . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets | |
Schedule of goodwill by reporting unit | The change in goodwill by segment for 2019 and 2018 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Power ā Pipeline ā Utilities ā Transmission ā Civil ā Total Balance at January 1, 2018 ā $ 24,391 ā $ 51,521 ā $ 37,312 ā $ ā ā $ 40,150 ā $ 153,374 ā Goodwill acquired during the year ā ā 1,542 ā ā 764 ā ā ā ā ā 50,479 ā ā ā ā ā 52,785 ā Balance at December 31, 2018 ā $ 25,933 ā $ 52,285 ā $ 37,312 ā $ 50,479 ā $ 40,150 ā $ 206,159 ā Adjustments to identifiable assets acquired and liabilities assumed ā ā 261 ā ā 130 ā ā ā ā ā 8,553 ā ā ā ā ā 8,944 ā Balance at December 31, 2019 ā $ 26,194 ā $ 52,415 ā $ 37,312 ā $ 59,032 ā $ 40,150 ā $ 215,103 ā |
Summary of intangible asset categories, amounts and the average amortization periods | The table below summarizes the intangible asset categories, amounts and the average amortization periods, which are generally on a straight-line basis (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2019 ā December 31, 2018 ā ā Weighted Gross Carrying Accumulated Intangible assets, net Gross Carrying Accumulated Intangible assets, net Tradename ā 9 years ā $ 16,040 ā $ (13,216) ā $ 2,824 ā $ 31,390 ā $ (25,156) ā $ 6,234 ā Customer relationships 17 years ā 91,000 ā (24,353) ā 66,647 ā 97,400 ā (23,079) ā 74,321 ā Non-compete agreements ā 5 years ā 1,900 ā (1,580) ā 320 ā 1,900 ā (1,387) ā 513 ā Other ā 3 years ā ā 275 ā ā (237) ā ā 38 ā ā 275 ā ā (145) ā ā 130 ā Total 16 years ā $ 109,215 ā $ (39,386) ā $ 69,829 ā $ 130,965 ā $ (49,767) ā $ 81,198 ā |
Schedule of estimated future amortization expense for intangible assets | ā ā Estimated future amortization expense for intangible assets as of December 31, 2019 is as follows (in thousands): ā ā ā ā ā ā ā ā Estimated ā ā Intangible ā ā Amortization For the Years Ending December 31, Expense 2020 ā $ 8,817 ā 2021 ā 7,577 ā 2022 ā 6,416 ā 2023 ā 5,581 ā 2024 ā ā 4,862 ā Thereafter ā 36,576 ā ā ā $ 69,829 ā |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payable and Accrued Liabilities | |
Summary of accrued liabilities | The following is a summary of accrued liabilities (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā 2019 2018 Payroll and related employee benefits ā $ 64,705 ā $ 60,509 Current operating lease liability ā ā 74,036 ā ā ā Casualty insurance reserves ā 9,918 ā 11,360 Corporate income taxes and other taxes ā 9,027 ā 5,040 Other ā 25,815 ā 40,618 ā ā $ 183,501 ā $ 117,527 |
Credit Arrangements (Tables)
Credit Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Credit Arrangements | |
Schedule of long-term debt and credit facilities | Long-term debt and credit facilities consist of the following at December 31 (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 2018 Term loan ā $ 203,500 ā $ 214,500 ā Revolving credit facility ā ā ā ā ā ā ā Commercial equipment notes ā ā 105,114 ā ā 127,458 ā Mortgage notes ā 43,474 ā 27,200 ā Total debt ā ā 352,088 ā ā 369,158 ā Unamortized debt issuance costs ā ā (787) ā ā (1,001) ā Total debt, net ā $ 351,301 ā $ 368,157 ā Less: current portion ā (55,659) ā (62,488) ā Long-term debt, net of current portion ā $ 295,642 ā $ 305,669 ā |
Schedule of maturities of long-term debt | Scheduled maturities of long-term debt are as follows (in thousands): ā ā ā ā ā ā Year Ending ā ā December 31, 2020 ā $ 55,659 ā 2021 ā 43,728 ā 2022 ā 39,032 ā 2023 ā 173,575 ā 2024 ā 5,990 ā Thereafter ā 34,104 ā ā ā $ 352,088 ā |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments | |
Schedule of fair values of our derivative contracts included in the Condensed Consolidated Balance Sheets | The following table summarizes the fair value of our derivative contracts included in the Consolidated Balance Sheets (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Liability Derivatives ā December 31, December 31, ā ā Balance Sheet Location ā 2019 ā 2018 Interest rate swap ā Other long-term liabilities ā $ 6,443 ā $ 2,829 ā Total derivatives ā ā ā $ 6,443 ā $ 2,829 ā |
Schedule of derivative instruments within the Condensed Consolidated Statements of Income | The following table summarizes the amounts recognized with respect to our derivative instruments within the Consolidated Statements of Income (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Location of Loss Recognized ā Year Ended December 31, ā ā on Derivatives 2019 2018 2017 Interest rate swap Interest expense ā 4,601 ā 3,131 ā ā ā |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance sheet amounts for the two joint ventures | Summary ā Joint Venture Balance Sheets ā The following table summarizes the total balance sheet amounts for the two joint ventures, which are included in our Consolidated Balance Sheets( in thousands): ā ā ā ā ā ā ā ā ā ā ā Joint Venture ā Consolidated ā At December 31, 2019 Amounts Amounts Cash ā $ 2,124 ā $ 120,286 ā Accounts receivable ā $ ā ā $ 404,911 ā Contract assets ā $ ā ā $ 344,806 ā Accounts payable ā $ 38 ā $ 235,972 ā Contract liabilities ā $ 425 ā $ 192,397 ā ā ā ā ā ā ā ā ā At December 31, 2018 ā ā ā ā ā ā ā Cash ā $ 3,127 ā $ 151,063 ā Accounts receivable ā $ 4,451 ā $ 372,695 ā Contract assets ā $ 8,158 ā $ 364,245 ā Accounts payable ā $ 2,279 ā $ 249,217 ā Contract liabilities ā $ 5,946 ā $ 189,539 ā |
Carlsbad | |
Schedule of joint venture operating activities included in the Company's consolidated statements of income | The Carlsbad joint venture operating activities began in 2015 and are included in our Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2019 2018 2017 Revenue ā $ 5,970 ā $ 102,868 ā $ 110,669 Net income attributable to noncontrolling interests ā 1,770 ā 9,483 ā 1,780 |
Wilmington | |
Schedule of joint venture operating activities included in the Company's consolidated statements of income | Wilmington Joint Venture ā The Wilmington joint venture operating activities began in 2015 and are included in our Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2019 2018 2017 Revenue ā $ ā ā $ 2,133 ā $ 31,638 ā Net income attributable to noncontrolling interests ā ā ā 649 ā 2,716 ā |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Summary of components of lease expense | The components of operating lease expense are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā ā 2019 2018 2017 ā Operating lease expense ā $ 77,222 (1) $ 53,415 (2) $ 25,497 (2) ________________________________________ (1) Includes short-term leases, which is immaterial. (2) Reported in accordance with our historical accounting under ASC 840, ā Leases ā. |
Summary of operating lease liabilities | Our operating lease liabilities are reported on the Consolidated Balance Sheet as follows (in thousands): ā ā ā ā ā ā ā December 31, ā ā 2019 Accrued liabilities ā $ 74,036 ā Noncurrent operating lease liabilities, net of current portion ā 171,225 ā ā ā $ 245,261 ā |
Summary of future minimum lease payments under non-cancelable operating leases | The future minimum lease payments under non-cancelable operating leases are as follows (in thousands): ā ā ā ā ā ā ā Future Minimum For the Years Ending December 31, ā Lease Payments 2020 $ 81,903 2021 ā ā 66,352 2022 ā ā 49,845 2023 ā ā 38,998 2024 ā ā 17,159 Thereafter ā ā 10,200 Total lease payments ā $ 264,457 Less imputed interest ā (19,196) Total ā $ 245,261 |
Summary of other information related to operating leases | ā Other information related to operating leases is as follows (in thousands, except lease term and discount rate): ā ā ā ā ā ā ā ā Year Ended ā December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities ā ā ā ā Operating cash flows from operating leases ā $ 77,229 ā Weighted-average remaining lease term on operating leases (years) ā ā 3.99 ā Weighted-average discount rate on operating leases ā ā 3.85% ā |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Reportable Segments | |
Schedule of revenue and gross profit by segment | Revenue by segment for the years ended December 31, 2019, 2018 and 2017 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, ā ā 2019 ā 2018 ā 2017 ā ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Total ā ā ā ā Total ā ā ā ā Total ā Segment Revenue Revenue Revenue Revenue Revenue ā Revenue Power ā $ 729,348 23.5% ā $ 694,048 23.6% ā $ 606,125 25.5% ā Pipeline ā ā 505,156 ā 16.3% ā ā 590,937 ā 20.1% ā ā 465,570 ā 19.5% ā Utilities ā 886,504 28.5% ā 902,772 30.7% ā 806,523 33.9% ā Transmission ā ā 497,302 ā 16.0% ā ā 286,749 (1) 9.8% ā ā ā ā ā ā Civil ā 488,019 15.7% ā 464,972 15.8% ā 501,777 21.1% ā Total ā $ 3,106,329 100.0% ā $ 2,939,478 100.0% ā $ 2,379,995 100.0% ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to December 31, 2018. Gross profit by segment for the years ended December 31, 2019, 2018 and 2017 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, ā ā ā 2019 ā 2018 ā 2017 ā ā ā ā ā % of ā ā ā ā % of ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment ā ā ā ā ā ā Segment Gross Profit Revenue Gross Profit Revenue ā Gross Profit ā Revenue Power ā $ 76,119 10.4% ā $ 109,789 15.8% ā $ 65,675 10.8% ā Pipeline ā ā 61,550 ā 12.2% ā ā 66,602 ā 11.3% ā ā 92,087 ā 19.8% ā Utilities ā 116,645 13.2% ā 111,825 12.4% ā 113,037 14.0% ā Transmission ā ā 22,580 ā 4.5% ā ā 31,904 (1) 11.1% ā ā ā ā ā ā Civil ā 54,032 11.1% ā 5,617 1.2% ā 7,635 1.5% ā Total ā $ 330,926 10.7% ā $ 325,737 11.1% ā $ 278,434 11.7% ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to December 31, 2018. |
Multiemployer Plans (Tables)
Multiemployer Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Multiemployer Plans | |
Schedule of the entity's contributions to different pension funds | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Collective ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā FIP/RP ā ā ā Bargaining ā ā ā ā ā ā ā ā ā ā ā EIN / ā Pension Protection Act ā Status ā ā ā Agreement ā ā ā ā ā ā ā ā ā ā ā Pension Plan ā Zone Status ā Pending / ā Surcharge ā Expiration ā Contributions of the Company Pension Fund Name Number 2019 2018 Implemented Imposed Date 2019 2018 2017 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Central Pension Fund of the International Union of Operating Engineers and Participating Employers 36-6052390/001 Green as of Green as of No No 5/31/2020 ā $ 6,572 ā $ 6,643 ā $ 7,562 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Laborers International Union of North America National (Industrial) Pension Fund 52-6074345/001 Yellow as of Red as of No No 5/31/2020 ā 3,969 ā 3,967 ā 4,658 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Plumbers & Pipefitters National Pension Fund 52-6152779/001 Yellow as of Yellow as of No No 9/30/2022 ā 3,659 ā 3,686 ā 2,548 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Minnesota laborers Pension Fund 41-6159599/001 Green as of Green as of No No 5/31/2020 ā 3,108 ā ā 2,565 ā ā 2,137 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Southern California Pipetrades Trust Funds 51-6108443/001 Green as of Green as of No No 9/30/2022 ā 3,078 ā 5,122 ā 3,219 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Construction Laborers Pension Trust for Southern California 43-6159056/001 Green as of Green as of No No 6/30/2022 ā 2,886 ā ā 2,873 ā ā 2,393 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Laborers Pension Trust Fund for Northern California 94-6277608/001 Green as of Green as of No No 6/30/2023 ā 2,823 ā 3,793 ā 2,945 ā ā ā ā ā ā ā ā Contributions to significant plans ā ā 26,095 ā ā 28,649 ā ā 25,462 ā ā ā ā ā ā ā ā Contributions to other multiemployer plans ā 14,905 ā 20,141 ā 21,473 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total contributions made ā $ 41,000 ā $ 48,790 ā $ 46,935 ā |
Deferred Compensation Agreeme_2
Deferred Compensation Agreements and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Compensation Agreements and Stock-Based Compensation | |
Schedule of units activity | ā ā ā ā ā ā ā ā Nonvested RSUs Units Weighted Average Grant Date Fair Value per Unit ā Balance at December 31, 2018 ā 201,864 ā $ 25.03 ā Granted ā 25,360 ā ā 20.70 ā Vested ā (57,227) ā ā 23.93 ā Forfeited ā (6,240) ā ā 25.64 ā Balance at December 31, 2019 ā 163,757 ā ā 24.72 ā |
Schedule of units to vest for remaining restricted stock units | ā ā ā ā ā ā Number of Units For the Years Ending December 31, to Vest 2020 ā 11,067 2021 ā 122,649 2022 ā 27,700 2023 ā 2,341 ā ā 163,757 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of domestic and foreign components of income before income taxes | Income before provision for income taxes consists of the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2019 2018 2017 ā United States ā $ 107,639 ā $ 111,002 ā $ 105,555 ā Foreign ā 10,270 ā 2,356 ā (272) ā Total ā ā 117,909 ā ā 113,358 ā ā 105,283 ā |
Schedule of components of the provision for income taxes | The components of the provision for income taxes are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2019 2018 2017 ā Current provision (benefit) ā ā ā ā ā ā ā ā ā ā Federal ā $ 12,513 ā $ 3,405 ā $ 21,509 ā State ā 4,398 ā 4,536 ā 3,371 ā Foreign ā 2,954 ā 674 ā (188) ā ā ā ā 19,865 ā ā 8,615 ā ā 24,692 ā Deferred provision (benefit) ā ā ā ā ā ā ā ā ā ā Federal ā 12,283 ā 14,535 ā 1,958 ā State ā 1,940 ā 2,120 ā 1,219 ā Foreign ā (276) ā (139) ā (36) ā ā ā 13,947 ā 16,516 ā 3,141 ā Change in valuation allowance ā ā ā ā ā 634 ā ā 600 ā Total ā $ 33,812 ā $ 25,765 ā $ 28,433 ā |
Schedule of reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā ā 2019 ā 2018 ā 2017 ā ā U.S. federal statutory income tax rate 21.0 % ā 21.0 % ā 35.0 % ā Impact of U.S tax reform ā ā ā ā 1.1 ā ā (9.3) ā ā State taxes, net of federal income tax impact 4.4 ā ā 5.1 ā ā 2.9 ā ā Tax credits (1.7) ā ā (5.3) ā ā ā ā ā Income taxed at rates greater than U.S. 1.1 ā ā 0.4 ā ā (0.2) ā ā Domestic production activities deduction ā ā ā ā ā ā (2.3) ā ā Nondeductible meals & entertainment 3.0 ā ā 2.9 ā ā 2.8 ā ā Nondeductible compensation ā 0.7 ā ā 0.2 ā ā 0.1 ā ā Other items 0.6 ā ā (0.4) ā ā (0.8) ā ā Effective tax rate excluding income attributable to noncontrolling interests 29.1 ā ā 25.0 ā ā 28.2 ā ā Impact of income from noncontrolling interests on effective tax rate (0.4) ā ā (2.3) ā ā (1.2) ā ā Effective tax rate 28.7 % ā 22.7 % ā 27.0 % ā |
Schedule of tax effect of temporary differences that give rise to deferred income taxes | The tax effect of temporary differences that give rise to deferred income taxes are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 2018 ā Deferred tax assets: ā ā ā ā ā ā ā Accrued compensation ā $ 3,705 ā $ 4,999 ā Accrued workers compensation ā ā 9,939 ā ā 10,309 ā Net operating losses ā ā 40,919 ā ā 34,615 ā Disallowed interest ā ā 533 ā ā 1,908 ā Capital loss carryforward ā ā 10,126 ā ā 10,796 ā Deferred rent ā ā 126 ā ā 1,552 ā Lease liabilities ā ā 62,023 ā ā ā ā Insurance reserves ā 3,146 ā 3,737 ā Loss reserves ā 2,276 ā 2,064 ā Tax credit ā 825 ā 1,505 ā State income taxes ā 1,193 ā 1,045 ā Other ā 3,436 ā 2,146 ā Total deferred tax assets ā 138,247 ā 74,676 ā Deferred tax liabilities ā ā ā ā ā ā ā Depreciation and amortization ā (63,824) ā (56,670) ā Prepaid expenses and other ā (1,839) ā (777) ā Lease assets ā ā (61,417) ā ā ā ā Total deferred tax liabilities ā (127,080) ā (57,447) ā ā ā ā ā ā ā ā ā Valuation allowance ā ā (27,886) ā ā (23,938) ā ā ā ā ā ā ā ā ā Net deferred tax liabilities ā $ (16,719) ā $ (6,709) ā |
Schedule of reconciliation of the beginning and ending amounts and aggregate changes in the balance of unrecognized tax benefits | A reconciliation of the beginning and ending and aggregate changes in the gross balances of unrecognized tax benefits is as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 2018 2017 ā Beginning balance ā $ 1,330 ā $ 592 ā $ ā ā Increases in balances for tax positions taken during the current year ā 298 ā 146 ā 592 ā Increases in balances for tax positions taken during prior years ā 19 ā 2,666 ā ā ā Settlements and effective settlements with tax authorities ā ā (649) ā ā (1,979) ā ā ā ā Lapse of statute of limitations ā (151) ā (95) ā ā ā Total ā $ 847 ā $ 1,330 ā $ 592 ā |
Dividends and Earnings Per Sh_2
Dividends and Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Dividends and Earnings Per Share | |
Schedule of cash dividends paid or declared | ā ā ā ā ā ā ā ā ā Declaration Date Record Date Payable Date Amount Per Share February 21, 2017 ā March 31, 2017 ā April 15, 2017 ā $ 0.055 May 5, 2017 ā June 30, 2017 July 14, 2017 ā $ 0.055 August 2, 2017 ā September 29, 2017 October 14, 2017 ā $ 0.055 November 2, 2017 ā December 29, 2017 January 15, 2018 ā $ 0.060 February 21, 2018 ā March 30, 2018 ā April 13, 2018 ā $ 0.060 May 4, 2018 ā June 29, 2018 ā July 13, 2018 ā $ 0.060 August 2, 2018 ā September 28, 2018 ā October 15, 2018 ā $ 0.060 November 2, 2018 ā December 31, 2018 ā January 15, 2019 ā $ 0.060 February 26, 2019 ā March 29, 2019 ā April 15, 2019 ā $ 0.060 May 3, 2019 ā June 28, 2019 ā July 15, 2019 ā $ 0.060 August 2, 2019 ā September 30, 2019 ā October 15, 2019 ā $ 0.060 October 31, 2019 ā December 31, 2019 ā January 15, 2020 ā $ 0.060 |
Schedule of computation of basic and diluted earnings per share | The table below presents the computation of basic and diluted earnings per share for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2019 2018 2017 Numerator: ā ā ā ā ā ā ā ā ā Net income attributable to Primoris ā $ 82,327 ā $ 77,461 ā $ 72,354 ā ā ā ā ā ā ā ā ā ā Denominator: ā ā ā ā ā ā ā ā ā Weighted average shares for computation of basic earnings per share ā 50,784 ā 51,350 ā 51,481 Dilutive effect of shares issued to independent directors ā 3 ā 3 ā 3 Dilutive effect of restricted stock units (1) ā 297 ā 317 ā 257 Weighted average shares for computation of diluted earnings per share ā 51,084 ā 51,670 ā 51,741 ā ā ā ā ā ā ā ā ā ā Earnings per share attributable to Primoris: ā ā ā ā ā ā ā ā ā Basic ā $ 1.62 ā $ 1.51 ā $ 1.41 Diluted ā $ 1.61 ā $ 1.50 ā $ 1.40 (1) Represents the effect of the grant of Units and vested Dividend Equivalent Units for the respective periods presented. |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Selected Quarterly Financial Information (Unaudited) | |
Schedule of selected unaudited quarterly consolidated financial information | Selected unaudited quarterly consolidated financial information is presented in the following tables (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2019 ā 1st 2nd 3rd 4th ā ā Quarter ā Quarter ā Quarter ā Quarter Revenue ā $ 661,558 ā $ 789,929 ā $ 865,064 ā $ 789,778 ā Gross profit ā $ 52,460 ā $ 80,531 ā $ 108,421 ā $ 89,514 ā Net income ā $ 2,936 ā $ 17,824 ā $ 35,826 ā $ 27,511 ā Net income attributable to Primoris ā $ 1,947 ā $ 17,787 ā $ 35,648 ā $ 26,945 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share: ā ā ā ā ā ā ā ā ā ā ā ā ā Basic earnings per share ā $ 0.04 ā $ 0.35 ā $ 0.70 ā $ 0.53 ā Diluted earnings per share ā $ 0.04 ā $ 0.35 ā $ 0.70 ā $ 0.53 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 50,770 ā 50,912 ā 50,976 ā 50,478 ā Diluted ā 51,188 ā 51,228 ā 51,215 ā 50,711 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2018 ā 1st 2nd 3rd 4th ā ā Quarter ā Quarter ā Quarter ā Quarter Revenue ā $ 504,119 ā $ 648,787 ā $ 908,902 ā $ 877,670 ā Gross profit ā $ 44,560 ā $ 71,419 ā $ 106,505 ā $ 103,253 ā Net income ā $ 4,216 ā $ 14,191 ā $ 34,805 ā $ 34,381 ā Net income attributable to Primoris ā $ 688 ā $ 11,715 ā $ 32,691 ā $ 32,367 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share: ā ā ā ā ā ā ā ā ā ā ā ā ā Basic earnings per share ā $ 0.01 ā $ 0.23 ā $ 0.64 ā $ 0.63 ā Diluted earnings per share ā $ 0.01 ā $ 0.23 ā $ 0.63 ā $ 0.63 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 51,479 ā 51,531 ā 51,403 ā 50,993 ā Diluted ā 51,747 ā 51,793 ā 51,735 ā 51,397 ā |
Nature of Business (Details)
Nature of Business (Details) $ in Thousands | Jun. 01, 2018USD ($)segment | Jun. 16, 2017USD ($) | May 30, 2017USD ($) | May 26, 2017USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Nature of Business | |||||||
Number of reportable segments | segment | 5 | ||||||
Purchase consideration, net of cash acquired | $ 110,620 | $ 66,205 | |||||
Average project size | $ 5,000 | ||||||
Willbros | |||||||
Nature of Business | |||||||
Number of reportable segments | segment | 2 | ||||||
Purchase consideration, net of cash acquired | $ 110,620 | ||||||
Total purchase consideration | 164,758 | ||||||
Transmission | Willbros | |||||||
Nature of Business | |||||||
Purchase consideration, net of cash acquired | $ 110,600 | ||||||
Utilities | FGC | |||||||
Nature of Business | |||||||
Total purchase consideration | $ 37,700 | ||||||
Pipeline | Coastal | |||||||
Nature of Business | |||||||
Total purchase consideration | $ 27,500 | ||||||
Power | Engineering Assets | |||||||
Nature of Business | |||||||
Total purchase consideration | $ 2,300 | ||||||
Carlsbad | |||||||
Nature of Business | |||||||
Ownership percentage | 50.00% | ||||||
Wilmington | |||||||
Nature of Business | |||||||
Ownership percentage | 50.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Short-term investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating cycle | |||
Minimum liquidation period of assets in which significant working capital has been invested | 1 year | ||
Intangible asset impairment | $ 477 | ||
Income tax | |||
TaxCutsAndJobsActOf2017IncompleteAccountingChangeInTaxRateDeferredTaxLiabilityProvisionalIncomeTaxBenefit | $ 9,400 | ||
Additional income tax related to complete accounting of Tax Act | $ 1,100 | ||
Additional income tax related to foreign tax credits | 600 | ||
Additional income tax related to depreciation | $ 500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Foreign Operations (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)item$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Basis of Presentation | |||||||||||
Assets | $ 1,830,465 | $ 1,594,147 | $ 1,830,465 | $ 1,594,147 | |||||||
Revenue | 789,778 | $ 865,064 | $ 789,929 | $ 661,558 | 877,670 | $ 908,902 | $ 648,787 | $ 504,119 | 3,106,329 | 2,939,478 | $ 2,379,995 |
Income (loss) before tax of Canadian operations | 10,270 | 2,356 | (272) | ||||||||
Cash concentration | |||||||||||
Cash and cash equivalents | 120,286 | 151,063 | $ 120,286 | 151,063 | |||||||
Collective bargaining agreements | |||||||||||
Percentage of labor force subject to collective bargaining agreements | 41.00% | ||||||||||
Number of collective bargaining agreements | item | 53 | ||||||||||
Number of collective bargaining agreements requiring renegotiation during the year | item | 25 | ||||||||||
Number of years without work stoppages | 20 years | ||||||||||
Insurance | |||||||||||
Self- insurance amount per claim | $ 500 | 500 | |||||||||
Self-insurance reserve | 39,300 | 42,800 | 39,300 | 42,800 | |||||||
Accounts receivable | |||||||||||
Allowance for doubtful accounts | $ 400 | 1,700 | 400 | 1,700 | |||||||
Estimated net impact of change in estimate | |||||||||||
Decrease in in net income from revision in contract estimates | $ (3,400) | ||||||||||
EPS impact to year | $ / shares | $ (0.07) | $ (0.07) | |||||||||
Gross profit | $ 89,514 | $ 108,421 | $ 80,531 | $ 52,460 | $ 103,253 | $ 106,505 | $ 71,419 | $ 44,560 | $ 330,926 | $ 325,737 | $ 278,434 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Customer Concentration (Details) $ in Millions | Jan. 29, 2019customer | Oct. 31, 2019USD ($) | Dec. 31, 2019USD ($)itemcustomer | Dec. 31, 2018 | Dec. 31, 2017 |
Utility Company under Chapter 11 | |||||
Customer concentration | |||||
Number of customers | customer | 1 | ||||
Proceeds from sale of receivables | $ | $ 48.3 | ||||
Utility Company under Chapter 11 | Other income (expense), net | |||||
Customer concentration | |||||
Loss on sale of receivables | $ | $ 2.9 | ||||
Revenues | Customer concentration | Top ten customers | |||||
Customer concentration | |||||
Number of top customers | customer | 10 | ||||
Number of calendar years in which top customers typically generate minimum specified percentage of revenue | item | 1 | ||||
Minimum percentage of revenues generated by top ten customers | 50.00% | ||||
Percentage of concentration risk | 47.20% | 52.20% | 56.40% | ||
Revenues | Customer concentration | Utility Company under Chapter 11 | |||||
Customer concentration | |||||
Percentage of concentration risk | 7.20% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Property and equipment | |
Estimated useful lives of the related assets | 3 years |
Maximum | |
Property and equipment | |
Estimated useful lives of the related assets | 30 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Assets | ||||
Contingent consideration | $ 900 | |||
Change in contingent consideration | $ 0 | |||
Contingent consideration | ||||
Earnout | $ 2,000 | |||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||
Assets | ||||
Cash and cash equivalents | $ 120,286 | $ 151,063 | ||
Recurring | Significant Other Observable Inputs (Level2) | ||||
Liabilities | ||||
Derivative liability | $ 2,829 | |||
Recurring | Significant Unobservable Inputs (Level 3) | ||||
Assets | ||||
Contingent consideration | 938 | |||
Recurring | Interest rate swap | Significant Other Observable Inputs (Level2) | ||||
Liabilities | ||||
Derivative liability | $ 6,443 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration Liability (Details) $ in Millions | May 26, 2017USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019item | May 31, 2017USD ($) |
FGC | ||||||
Additional information | ||||||
Potential contingent consideration | $ 1.5 | $ 1.5 | ||||
Fair value of the contingent consideration | 1.2 | $ 1.2 | ||||
Contingent consideration credited to other operating income (expense) | $ 0.5 | |||||
Contingent consideration debited to other operating income (expense) | $ 0.8 | |||||
Cash payment made | $ 33 | $ 1.5 | ||||
Contingent Consideration Liability | Significant Unobservable Inputs (Level 3) | ||||||
Additional information | ||||||
Number of unobservable inputs | item | 2 | |||||
Minimum probability of acquired entity meeting contractual operating performance target (as a percent) | 33.00% | |||||
Maximum probability of acquired entity meeting contractual operating performance target (as a percent) | 100.00% |
Business Combinations - 2018 Ac
Business Combinations - 2018 Acquisitions (Details) $ in Thousands | Jun. 01, 2018USD ($)segment | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business combinations | |||||||||||||
Increase in goodwill | $ 8,944 | ||||||||||||
Net cash paid | $ 110,620 | $ 66,205 | |||||||||||
Fair value of net assets acquired | |||||||||||||
Goodwill | $ 215,103 | $ 206,159 | $ 206,159 | $ 215,103 | 206,159 | 153,374 | |||||||
Number of reportable segments | segment | 5 | ||||||||||||
Revenue | 789,778 | $ 865,064 | $ 789,929 | $ 661,558 | 877,670 | $ 908,902 | $ 648,787 | $ 504,119 | $ 3,106,329 | 2,939,478 | 2,379,995 | ||
Gross profit | 89,514 | $ 108,421 | 80,531 | $ 52,460 | 103,253 | $ 106,505 | 71,419 | $ 44,560 | 330,926 | 325,737 | 278,434 | ||
Merger and related costs | 13,260 | 1,774 | |||||||||||
Transmission | |||||||||||||
Business combinations | |||||||||||||
Increase in goodwill | 8,553 | ||||||||||||
Fair value of net assets acquired | |||||||||||||
Goodwill | 59,032 | 50,479 | 50,479 | 59,032 | 50,479 | ||||||||
Revenue | 497,302 | 286,749 | |||||||||||
Gross profit | 22,580 | 31,904 | |||||||||||
Power | |||||||||||||
Business combinations | |||||||||||||
Increase in goodwill | 261 | ||||||||||||
Fair value of net assets acquired | |||||||||||||
Goodwill | 26,194 | 25,933 | 25,933 | 26,194 | 25,933 | 24,391 | |||||||
Revenue | 729,348 | 694,048 | 606,125 | ||||||||||
Gross profit | 76,119 | 109,789 | 65,675 | ||||||||||
Pipeline | |||||||||||||
Business combinations | |||||||||||||
Increase in goodwill | 130 | ||||||||||||
Fair value of net assets acquired | |||||||||||||
Goodwill | $ 52,415 | $ 52,285 | 52,285 | 52,415 | 52,285 | 51,521 | |||||||
Revenue | 505,156 | 590,937 | 465,570 | ||||||||||
Gross profit | 61,550 | 66,602 | $ 92,087 | ||||||||||
Willbros | |||||||||||||
Business combinations | |||||||||||||
Increase in contract liabilities | 23,700 | ||||||||||||
Decrease in lease obligations | (6,000) | ||||||||||||
Decrease in insurance liabilities | (11,900) | ||||||||||||
Decrease to intangible assets | (6,800) | ||||||||||||
Increase in goodwill | $ 18,000 | $ 18,000 | |||||||||||
Total purchase consideration | $ 164,758 | ||||||||||||
Less cash and restricted cash acquired | (54,138) | ||||||||||||
Net cash paid | 110,620 | ||||||||||||
Fair value of net assets acquired | |||||||||||||
Cash and restricted cash | 54,138 | ||||||||||||
Accounts receivable | 103,186 | ||||||||||||
Contract assets | 30,762 | ||||||||||||
Other current assets | 18,255 | ||||||||||||
Property, plant and equipment | 30,522 | ||||||||||||
Deferred income taxes | 27,954 | ||||||||||||
Other non-current assets | 2,261 | ||||||||||||
Accounts payable and accrued liabilities | (122,692) | ||||||||||||
Contract liabilities | (68,104) | ||||||||||||
Other non-current liabilities | (20,953) | ||||||||||||
Total identifiable net assets | 103,029 | ||||||||||||
Goodwill | $ 61,729 | ||||||||||||
Number of reportable segments | segment | 2 | ||||||||||||
Revenue | 702,400 | ||||||||||||
Gross profit | $ 45,500 | ||||||||||||
Revenue since acquisition | 400,800 | ||||||||||||
Gross profit since acquisition | $ 39,500 | ||||||||||||
Merger and related costs | $ 13,200 | ||||||||||||
Willbros | Transmission | |||||||||||||
Business combinations | |||||||||||||
Net cash paid | $ 110,600 | ||||||||||||
Fair value of net assets acquired | |||||||||||||
Goodwill | 59,000 | ||||||||||||
Willbros | Power | |||||||||||||
Fair value of net assets acquired | |||||||||||||
Goodwill | 1,800 | ||||||||||||
Willbros | Pipeline | |||||||||||||
Fair value of net assets acquired | |||||||||||||
Goodwill | 900 | ||||||||||||
Willbros | Customer relationships | |||||||||||||
Fair value of net assets acquired | |||||||||||||
Intangibles assets | 47,500 | ||||||||||||
Willbros | Tradename | |||||||||||||
Fair value of net assets acquired | |||||||||||||
Intangibles assets | $ 200 |
Business Combinations - 2017 Ac
Business Combinations - 2017 Acquisitions (Details) - USD ($) $ in Thousands | Jun. 16, 2017 | May 30, 2017 | May 26, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2017 |
Business combinations | ||||||||||||||||
Goodwill | $ 215,103 | $ 206,159 | $ 153,374 | $ 215,103 | $ 206,159 | $ 153,374 | ||||||||||
Revenue | 789,778 | $ 865,064 | $ 789,929 | $ 661,558 | 877,670 | $ 908,902 | $ 648,787 | $ 504,119 | 3,106,329 | 2,939,478 | 2,379,995 | |||||
Gross profit | 89,514 | $ 108,421 | $ 80,531 | $ 52,460 | 103,253 | 106,505 | 71,419 | $ 44,560 | 330,926 | 325,737 | 278,434 | |||||
Adjustments to identifiable assets acquired and liabilities assumed | 8,944 | |||||||||||||||
Increase in goodwill | 8,944 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Goodwill | 215,103 | 206,159 | 153,374 | 215,103 | 206,159 | 153,374 | ||||||||||
2017 Acquisitions | ||||||||||||||||
Business combinations | ||||||||||||||||
Fixed assets | 12,402 | 12,402 | ||||||||||||||
Intangibles assets | 21,125 | 21,125 | ||||||||||||||
Goodwill | 26,269 | 26,269 | ||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Accounts receivable | 10,721 | 10,721 | ||||||||||||||
Contract assets | 580 | 580 | ||||||||||||||
Other current assets | 2,352 | 2,352 | ||||||||||||||
Property, plant and equipment | 12,402 | 12,402 | ||||||||||||||
Intangibles assets | 21,125 | 21,125 | ||||||||||||||
Goodwill | 26,269 | 26,269 | ||||||||||||||
Accounts payable and accrued liabilities | (5,476) | (5,476) | ||||||||||||||
Contract liabilities | (447) | (447) | ||||||||||||||
Total | 67,526 | 67,526 | ||||||||||||||
FGC | ||||||||||||||||
Business combinations | ||||||||||||||||
Cash payment made | $ 33,000 | $ 1,500 | ||||||||||||||
Potential contingent consideration | $ 1,500 | $ 1,500 | ||||||||||||||
Contingent earnout period (in years) | 1 year | |||||||||||||||
Fair value of the contingent consideration | $ 1,200 | $ 1,200 | ||||||||||||||
Fixed assets | 4,800 | 4,800 | ||||||||||||||
Working capital | 3,300 | 3,300 | ||||||||||||||
Intangibles assets | 9,100 | 9,100 | ||||||||||||||
Goodwill | 17,000 | 17,000 | ||||||||||||||
Land and buildings | $ 3,500 | |||||||||||||||
The period of time goodwill is deductible for income tax purposes | 15 years | |||||||||||||||
Revenue | 27,600 | 31,300 | ||||||||||||||
Gross profit | (100) | 7,600 | ||||||||||||||
Revenue since acquisition | 15,500 | |||||||||||||||
Gross profit since acquisition | 3,800 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Property, plant and equipment | 4,800 | 4,800 | ||||||||||||||
Intangibles assets | 9,100 | 9,100 | ||||||||||||||
Goodwill | 17,000 | 17,000 | ||||||||||||||
Engineering Assets | ||||||||||||||||
Business combinations | ||||||||||||||||
Fixed assets | $ 200 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Property, plant and equipment | 200 | |||||||||||||||
Engineering Assets | Customer relationships | ||||||||||||||||
Business combinations | ||||||||||||||||
Intangibles assets | 2,100 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Intangibles assets | 2,100 | |||||||||||||||
Coastal | ||||||||||||||||
Business combinations | ||||||||||||||||
Fixed assets | 4,000 | |||||||||||||||
Working capital | 4,600 | |||||||||||||||
Goodwill | 9,300 | |||||||||||||||
Long-term capital leases | 300 | |||||||||||||||
The period of time goodwill is deductible for income tax purposes | 15 years | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Property, plant and equipment | 4,000 | |||||||||||||||
Goodwill | 9,300 | |||||||||||||||
Coastal | Customer relationships and tradename | ||||||||||||||||
Business combinations | ||||||||||||||||
Intangibles assets | 9,900 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Intangibles assets | $ 9,900 | |||||||||||||||
Power | ||||||||||||||||
Business combinations | ||||||||||||||||
Goodwill | 26,194 | 25,933 | 24,391 | 26,194 | 25,933 | 24,391 | ||||||||||
Revenue | 729,348 | 694,048 | 606,125 | |||||||||||||
Gross profit | 76,119 | 109,789 | 65,675 | |||||||||||||
Adjustments to identifiable assets acquired and liabilities assumed | 261 | |||||||||||||||
Increase in goodwill | 261 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Goodwill | 26,194 | 25,933 | 24,391 | 26,194 | 25,933 | 24,391 | ||||||||||
Power | Engineering Assets | ||||||||||||||||
Business combinations | ||||||||||||||||
Cash payment made | 2,300 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Total purchase consideration | $ 2,300 | |||||||||||||||
Pipeline | ||||||||||||||||
Business combinations | ||||||||||||||||
Goodwill | 52,415 | 52,285 | 51,521 | 52,415 | 52,285 | 51,521 | ||||||||||
Revenue | 505,156 | 590,937 | 465,570 | |||||||||||||
Gross profit | 61,550 | 66,602 | 92,087 | |||||||||||||
Adjustments to identifiable assets acquired and liabilities assumed | 130 | |||||||||||||||
Increase in goodwill | 130 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Goodwill | 52,415 | 52,285 | $ 51,521 | 52,415 | 52,285 | $ 51,521 | ||||||||||
Pipeline | Coastal | ||||||||||||||||
Business combinations | ||||||||||||||||
Cash payment made | $ 27,500 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Total purchase consideration | $ 27,500 | |||||||||||||||
Transmission | ||||||||||||||||
Business combinations | ||||||||||||||||
Goodwill | 59,032 | 50,479 | 59,032 | 50,479 | ||||||||||||
Revenue | 497,302 | 286,749 | ||||||||||||||
Gross profit | 22,580 | 31,904 | ||||||||||||||
Adjustments to identifiable assets acquired and liabilities assumed | 8,553 | |||||||||||||||
Increase in goodwill | 8,553 | |||||||||||||||
Fair value of net assets acquired | ||||||||||||||||
Goodwill | $ 59,032 | $ 50,479 | $ 59,032 | $ 50,479 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Pro forma results | ||
Pro forma tax rate used in calculating taxes on income from continuing operations (as a percent) | 28.00% | 28.00% |
Revenues | $ 3,265,690 | |
Income before provision for income taxes | 107,500 | |
Net income attributable to Primoris | $ 73,243 | |
Weighted average common shares outstanding: | ||
Basic (in shares) | 51,350 | |
Diluted (in shares) | 51,670 | |
Earnings per share: | ||
Basic (in dollars per share) | $ 1.43 | |
Diluted (in dollars per share) | $ 1.42 |
Revenue - Performance obligatio
Revenue - Performance obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Remaining performance obligations | $ 1,840 | |
Revenue recognized from performance obligations satisfied in previous periods | 24.1 | $ 30.6 |
Amount of contract modifications included in the expected contract value. | 86.2 | |
Amount of unapproved contract modifications recognized as revenue on a cumulative catch-up basis | $ 75.7 |
Revenue - Performance obligat_2
Revenue - Performance obligations - 2019 (Details) | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | ||
Revenue expected timing | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | ||
Revenue expected timing | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year | |
Percentage of remaining performance obligation expected to be recognized in period | 58.00% |
Revenue - Contract assets (Deta
Revenue - Contract assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Unbilled revenue | $ 251,429 | $ 249,577 |
Retention receivable | 81,393 | 88,953 |
Contract materials (not yet installed) | 11,984 | 25,715 |
Contract assets | 344,806 | $ 364,245 |
Increase (decrease) in contract assets | $ 19,400 |
Revenue - Contract liabilities
Revenue - Contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Deferred revenue | $ 186,081 | $ 182,232 |
Accrued loss provision | 6,316 | 7,307 |
Contract liabilities | 192,397 | 189,539 |
Increase in contract liabilities | 2,900 | |
Revenue recognized included in contract liability at beginning of period | $ 153,100 | $ 159,400 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue by customer type and contract type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue | |||||||||||
Revenue | $ 789,778 | $ 865,064 | $ 789,929 | $ 661,558 | $ 877,670 | $ 908,902 | $ 648,787 | $ 504,119 | $ 3,106,329 | $ 2,939,478 | $ 2,379,995 |
Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 775,487 | 803,800 | |||||||||
Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,289,261 | 1,139,699 | |||||||||
Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,041,581 | 995,979 | |||||||||
MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,356,542 | 1,128,562 | |||||||||
Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,749,787 | 1,810,916 | |||||||||
Power | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 729,348 | 694,048 | 606,125 | ||||||||
Power | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 458,566 | 393,555 | |||||||||
Power | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 13,982 | 45,339 | |||||||||
Power | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 256,800 | 255,154 | |||||||||
Power | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 186,504 | 141,193 | |||||||||
Power | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 542,844 | 552,855 | |||||||||
Pipeline | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 505,156 | 590,937 | 465,570 | ||||||||
Pipeline | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 60,157 | 107,519 | |||||||||
Pipeline | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 37,963 | 58,651 | |||||||||
Pipeline | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 407,036 | 424,767 | |||||||||
Pipeline | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 114,710 | 47,143 | |||||||||
Pipeline | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 390,446 | 543,794 | |||||||||
Utilities | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 886,504 | 902,772 | 806,523 | ||||||||
Utilities | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 117,015 | 184,649 | |||||||||
Utilities | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 486,496 | 460,122 | |||||||||
Utilities | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 282,993 | 258,001 | |||||||||
Utilities | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 651,028 | 699,998 | |||||||||
Utilities | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 235,476 | 202,774 | |||||||||
Transmission | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 497,302 | 286,749 | |||||||||
Transmission | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 57,818 | 48,679 | |||||||||
Transmission | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 423,371 | 230,077 | |||||||||
Transmission | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 16,113 | 7,993 | |||||||||
Transmission | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 401,823 | 240,228 | |||||||||
Transmission | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 95,479 | 46,521 | |||||||||
Civil | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 488,019 | 464,972 | $ 501,777 | ||||||||
Civil | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 81,931 | 69,398 | |||||||||
Civil | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 327,449 | 345,510 | |||||||||
Civil | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 78,639 | 50,064 | |||||||||
Civil | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 2,477 | ||||||||||
Civil | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | $ 485,542 | $ 464,972 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and equipment | ||
Gross property and equipment | $ 774,903 | $ 732,720 |
Less: accumulated depreciation and amortization | (399,015) | (356,836) |
Property and equipment, net | $ 375,888 | 375,884 |
Minimum | ||
Property and equipment | ||
Useful Life | 3 years | |
Maximum | ||
Property and equipment | ||
Useful Life | 30 years | |
Land and buildings | ||
Property and equipment | ||
Gross property and equipment | $ 125,047 | 101,170 |
Useful Life | 30 years | |
Leasehold improvements | ||
Property and equipment | ||
Gross property and equipment | $ 15,399 | 13,438 |
Office equipment | ||
Property and equipment | ||
Gross property and equipment | $ 12,379 | 9,669 |
Office equipment | Minimum | ||
Property and equipment | ||
Useful Life | 3 years | |
Office equipment | Maximum | ||
Property and equipment | ||
Useful Life | 5 years | |
Construction equipment | ||
Property and equipment | ||
Gross property and equipment | $ 443,285 | 439,875 |
Construction equipment | Minimum | ||
Property and equipment | ||
Useful Life | 3 years | |
Construction equipment | Maximum | ||
Property and equipment | ||
Useful Life | 7 years | |
Transportation equipment | ||
Property and equipment | ||
Gross property and equipment | $ 122,082 | 112,170 |
Transportation equipment | Minimum | ||
Property and equipment | ||
Useful Life | 3 years | |
Transportation equipment | Maximum | ||
Property and equipment | ||
Useful Life | 18 years | |
Solar equipment | ||
Property and equipment | ||
Gross property and equipment | $ 23,552 | 21,304 |
Useful Life | 25 years | |
Construction in progress | ||
Property and equipment | ||
Gross property and equipment | $ 33,159 | $ 35,094 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | |||
Goodwill, Beginning Balance | $ 206,159 | $ 153,374 | |
Goodwill acquired during the year | 52,785 | ||
Goodwill impairment | 0 | 0 | $ 0 |
Adjustments to identifiable assets acquired and liabilities assumed | 8,944 | ||
Goodwill, Ending Balance | 215,103 | 206,159 | 153,374 |
Power | |||
Goodwill | |||
Goodwill, Beginning Balance | 25,933 | 24,391 | |
Goodwill acquired during the year | 1,542 | ||
Adjustments to identifiable assets acquired and liabilities assumed | 261 | ||
Goodwill, Ending Balance | 26,194 | 25,933 | 24,391 |
Pipeline | |||
Goodwill | |||
Goodwill, Beginning Balance | 52,285 | 51,521 | |
Goodwill acquired during the year | 764 | ||
Adjustments to identifiable assets acquired and liabilities assumed | 130 | ||
Goodwill, Ending Balance | 52,415 | 52,285 | 51,521 |
Utilities | |||
Goodwill | |||
Goodwill, Beginning Balance | 37,312 | 37,312 | |
Goodwill, Ending Balance | 37,312 | 37,312 | 37,312 |
Transmission | |||
Goodwill | |||
Goodwill, Beginning Balance | 50,479 | ||
Goodwill acquired during the year | 50,479 | ||
Adjustments to identifiable assets acquired and liabilities assumed | 8,553 | ||
Goodwill, Ending Balance | 59,032 | 50,479 | |
Civil | |||
Goodwill | |||
Goodwill, Beginning Balance | 40,150 | 40,150 | |
Goodwill, Ending Balance | $ 40,150 | $ 40,150 | $ 40,150 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible assets | ||||
Weighted Average Life | 16 years | |||
Gross Carrying Amount | $ 109,215 | $ 130,965 | ||
Accumulated Amortization | (39,386) | (49,767) | ||
Amortization expense of intangible assets | 11,369 | 11,302 | $ 8,689 | |
Estimated future amortization expense for intangible assets | ||||
2020 | 8,817 | |||
2021 | 7,577 | |||
2022 | 6,416 | |||
2023 | 5,581 | |||
2024 | 4,862 | |||
Thereafter | 36,576 | |||
Total | $ 69,829 | 81,198 | ||
Tradename | ||||
Intangible assets | ||||
Weighted Average Life | 9 years | |||
Gross Carrying Amount | $ 16,040 | 31,390 | ||
Accumulated Amortization | (13,216) | (25,156) | ||
Estimated future amortization expense for intangible assets | ||||
Total | $ 2,824 | 6,234 | ||
Tradename | Pipeline | Selling, general and administrative expenses | ||||
Intangible assets | ||||
Impairment of intangible asset | $ 500 | |||
Customer relationships | ||||
Intangible assets | ||||
Weighted Average Life | 17 years | |||
Gross Carrying Amount | $ 91,000 | 97,400 | ||
Accumulated Amortization | (24,353) | (23,079) | ||
Estimated future amortization expense for intangible assets | ||||
Total | $ 66,647 | 74,321 | ||
Non-compete agreements | ||||
Intangible assets | ||||
Weighted Average Life | 5 years | |||
Gross Carrying Amount | $ 1,900 | 1,900 | ||
Accumulated Amortization | (1,580) | (1,387) | ||
Estimated future amortization expense for intangible assets | ||||
Total | $ 320 | 513 | ||
Other | ||||
Intangible assets | ||||
Weighted Average Life | 3 years | |||
Gross Carrying Amount | $ 275 | 275 | ||
Accumulated Amortization | (237) | (145) | ||
Estimated future amortization expense for intangible assets | ||||
Total | $ 38 | $ 130 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Liabilities | ||
Retention amounts included in accounts payable | $ 11,300 | $ 13,200 |
Accrued liabilities | ||
Payroll and related employee benefits | 64,705 | 60,509 |
Current operating lease liability | 74,036 | |
Casualty insurance reserves | 9,918 | 11,360 |
Corporate income taxes and other taxes | 9,027 | 5,040 |
Other | 25,815 | 40,618 |
Total accrued liabilities | $ 183,501 | $ 117,527 |
Credit Arrangements (Details)
Credit Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Credit arrangements | ||
Total debt | $ 352,088 | $ 369,158 |
Unamortized debt issuance costs | (787) | (1,001) |
Total debt, net | 351,301 | 368,157 |
Less: current portion | (55,659) | (62,488) |
Long-term debt, net of current portion | 295,642 | 305,669 |
Scheduled maturities of long-term debt | ||
2020 | 55,659 | |
2021 | 43,728 | |
2022 | 39,032 | |
2023 | 173,575 | |
2024 | 5,990 | |
Thereafter | 34,104 | |
Term Loan | ||
Credit arrangements | ||
Total debt, net | 203,500 | 214,500 |
Commercial equipment notes | ||
Credit arrangements | ||
Total debt | 105,114 | 127,458 |
Mortgages | ||
Credit arrangements | ||
Total debt, net | $ 43,474 | $ 27,200 |
Credit Arrangements - Narrative
Credit Arrangements - Narrative (Details) $ in Thousands, $ in Millions | Aug. 03, 2018USD ($) | Jun. 03, 2015USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018CAD ($) | Dec. 31, 2019USD ($) | Nov. 09, 2015USD ($)item | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018CAD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 29, 2017USD ($) | Sep. 28, 2017USD ($) | Jul. 25, 2013USD ($) | Dec. 28, 2012USD ($) |
Credit arrangements | |||||||||||||||
Weighted average interest rate (as a percent) | 4.00% | 4.00% | 4.10% | ||||||||||||
Mortgages | Minimum | |||||||||||||||
Credit arrangements | |||||||||||||||
Interest rate (as a percent) | 4.30% | 4.30% | |||||||||||||
Mortgages | Maximum | |||||||||||||||
Credit arrangements | |||||||||||||||
Interest rate (as a percent) | 5.00% | 5.00% | |||||||||||||
Senior secured notes | |||||||||||||||
Credit arrangements | |||||||||||||||
Interest rate (as a percent) | 4.60% | 3.85% | 3.65% | ||||||||||||
Principal amount | $ 25,000 | $ 25,000 | $ 50,000 | ||||||||||||
Number of tranches | item | 3 | ||||||||||||||
Prepayment penalty | $ 2,300 | ||||||||||||||
Notes Agreement | |||||||||||||||
Credit arrangements | |||||||||||||||
Principal amount | $ 25,000 | ||||||||||||||
Notes Agreement | Minimum | |||||||||||||||
Credit arrangements | |||||||||||||||
Restrictions on investments, change of control provisions and provisions as a percentage of total assets to be disposed off | 20.00% | ||||||||||||||
Notes Agreement | Maximum | |||||||||||||||
Credit arrangements | |||||||||||||||
Principal amount | $ 75,000 | ||||||||||||||
Commercial Equipment Notes | Minimum | |||||||||||||||
Credit arrangements | |||||||||||||||
Interest rate (as a percent) | 1.83% | 1.83% | |||||||||||||
Commercial Equipment Notes | Maximum | |||||||||||||||
Credit arrangements | |||||||||||||||
Interest rate (as a percent) | 4.40% | 4.40% | |||||||||||||
Credit Agreement | |||||||||||||||
Credit arrangements | |||||||||||||||
Maximum borrowing capacity | $ 200,000 | $ 125,000 | |||||||||||||
Potential increase per the agreement | $ 75,000 | ||||||||||||||
Debt issuance costs | $ 1,000 | $ 600 | |||||||||||||
Borrowings outstanding | $ 0 | ||||||||||||||
Additional Period to Issue Notes | 3 years | ||||||||||||||
Available borrowing capacity | 164,200 | ||||||||||||||
Credit Agreement | Federal funds rate | |||||||||||||||
Credit arrangements | |||||||||||||||
Basis spread on variable rate (as a percent) | 0.50% | ||||||||||||||
Credit Agreement | Minimum | |||||||||||||||
Credit arrangements | |||||||||||||||
Prepayment to be paid on debt | $ 5,000 | ||||||||||||||
Restrictions on investments, change of control provisions and provisions as a percentage of total assets to be disposed off | 20.00% | ||||||||||||||
Credit Agreement | Revolving Credit Facility | |||||||||||||||
Credit arrangements | |||||||||||||||
Maximum borrowing capacity | 200,000 | ||||||||||||||
Maximum borrowing capacity with accordion feature | 250,000 | ||||||||||||||
Credit Agreement | Commercial letters of credit | |||||||||||||||
Credit arrangements | |||||||||||||||
Letters of credit outstanding | $ 35,800 | ||||||||||||||
Term Loan | |||||||||||||||
Credit arrangements | |||||||||||||||
Principal amount | 220,000 | ||||||||||||||
Interest rate swap agreement | 75.00% | ||||||||||||||
Derivative fixed interest rate (as a percent) | 2.886% | 2.886% | |||||||||||||
Term Loan | LIBOR | |||||||||||||||
Credit arrangements | |||||||||||||||
Basis spread on variable rate (as a percent) | 1.75% | ||||||||||||||
Term Loan | First Three Years | |||||||||||||||
Credit arrangements | |||||||||||||||
Quarterly principal payment | 2,750 | ||||||||||||||
Annual principal payments | $ 11,000 | ||||||||||||||
Number of years payments are to be made | 3 years | ||||||||||||||
Term Loan | Next Two Years | |||||||||||||||
Credit arrangements | |||||||||||||||
Quarterly principal payment | $ 4,125 | ||||||||||||||
Annual principal payments | $ 16,500 | ||||||||||||||
Canadian Credit Facility | |||||||||||||||
Credit arrangements | |||||||||||||||
Available borrowing capacity | $ 3.4 | ||||||||||||||
Canadian Credit Facility | Commercial letters of credit | |||||||||||||||
Credit arrangements | |||||||||||||||
Maximum borrowing capacity | $ 8 | $ 4 | |||||||||||||
Letters of credit outstanding | $ 0.6 | ||||||||||||||
Annual fee (as a percent) | 1.00% | ||||||||||||||
Canadian Credit Facility | Commercial letters of credit | Maximum | |||||||||||||||
Credit arrangements | |||||||||||||||
Term of credit facility | 5 years |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Millions | Sep. 13, 2018USD ($) | Dec. 31, 2019USD ($)instrument | Dec. 31, 2018USD ($) |
Derivative Instruments | |||
Number of Instruments used for trading | instrument | 0 | ||
Interest rate swap | |||
Derivative Instruments | |||
Notional Amount | $ | $ 165 | $ 152.6 | $ 160.9 |
Notional amount interest rate | 75.00% | ||
Notional amount adjustment | 75.00% |
Derivative Instruments - Deriva
Derivative Instruments - Derivative contract and instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments | ||
Liability Derivatives | $ 6,443 | $ 2,829 |
Interest rate swap | Interest expense | ||
Derivative Instruments | ||
Amount of Loss Recognized on Derivatives | 4,601 | 3,131 |
Interest rate swap | Other long-term liabilities | ||
Derivative Instruments | ||
Liability Derivatives | $ 6,443 | $ 2,829 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($)item | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Noncontrolling Interests | |||||||||||
Number of joint ventures | item | 2 | 2 | |||||||||
Revenue | $ 789,778 | $ 865,064 | $ 789,929 | $ 661,558 | $ 877,670 | $ 908,902 | $ 648,787 | $ 504,119 | $ 3,106,329 | $ 2,939,478 | $ 2,379,995 |
Net income attributable to noncontrolling interests | 1,770 | 10,132 | 4,496 | ||||||||
Cash | 120,286 | 151,063 | 120,286 | 151,063 | |||||||
Accounts receivable | 404,911 | 372,695 | 404,911 | 372,695 | |||||||
Contract assets | 344,806 | 364,245 | 344,806 | 364,245 | |||||||
Accounts payable | 235,972 | 249,217 | 235,972 | 249,217 | |||||||
Contract liabilities | $ 192,397 | 189,539 | $ 192,397 | 189,539 | |||||||
Carlsbad | |||||||||||
Noncontrolling Interests | |||||||||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||||||||
Wilmington | |||||||||||
Noncontrolling Interests | |||||||||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||||||||
Carlsbad and Wilmington | |||||||||||
Noncontrolling Interests | |||||||||||
Cash | $ 2,124 | 3,127 | $ 2,124 | 3,127 | |||||||
Accounts receivable | 4,451 | 4,451 | |||||||||
Contract assets | 8,158 | 8,158 | |||||||||
Accounts payable | 38 | 2,279 | 38 | 2,279 | |||||||
Contract liabilities | $ 425 | $ 5,946 | 425 | 5,946 | |||||||
Carlsbad | |||||||||||
Noncontrolling Interests | |||||||||||
Revenue | 5,970 | 102,868 | 110,669 | ||||||||
Net income attributable to noncontrolling interests | 1,770 | 9,483 | 1,780 | ||||||||
Distributions to partners | 3,500 | 9,000 | 0 | ||||||||
Carlsbad | Non Controlling Interest | |||||||||||
Noncontrolling Interests | |||||||||||
Distributions to partners | $ 3,500 | 9,000 | |||||||||
Wilmington | |||||||||||
Noncontrolling Interests | |||||||||||
Revenue | 2,133 | 31,638 | |||||||||
Net income attributable to noncontrolling interests | 649 | 2,716 | |||||||||
Distributions to partners | 4,100 | ||||||||||
Non-controlling interest distribution | $ 0 | ||||||||||
Wilmington | Non Controlling Interest | |||||||||||
Noncontrolling Interests | |||||||||||
Distributions to partners | $ 4,100 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Carryforward of historical lease classification | true | ||
Determine the reasonably certain lease term for existing leases | true | ||
Options to extend leases | true | ||
Components of lease expense | |||
Operating lease expense | $ 77,222 | $ 53,415 | $ 25,497 |
Operating lease liabilities | |||
Accrued liabilities | $ 74,036 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | ||
Noncurrent operating lease liabilities, net of current portion | $ 171,225 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Noncurrent operating lease liabilities, net of current portion | ||
Operating lease liabilities | $ 245,261 | ||
Maximum | |||
Renewal term | 5 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Future minimum lease payments under non-cancelable operating leases | |
2020 | $ 81,903 |
2021 | 66,352 |
2022 | 49,845 |
2023 | 38,998 |
2024 | 17,159 |
Thereafter | 10,200 |
Total lease payments | 264,457 |
Less imputed interest | (19,196) |
Total | $ 245,261 |
Leases - Other Information Rela
Leases - Other Information Related to Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 77,229 |
Weighted-average remaining lease term on operating leases (years) | 3 years 11 months 26 days |
Weighted-average discount rate on operating leases | 3.85% |
Commitments and Contingencies -
Commitments and Contingencies - Legal (Details) - USD ($) $ in Thousands | Feb. 25, 2015 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and contingencies | ||||||||||||
Revenue | $ 789,778 | $ 865,064 | $ 789,929 | $ 661,558 | $ 877,670 | $ 908,902 | $ 648,787 | $ 504,119 | $ 3,106,329 | $ 2,939,478 | $ 2,379,995 | |
Gross Profit | $ 89,514 | $ 108,421 | $ 80,531 | $ 52,460 | 103,253 | $ 106,505 | $ 71,419 | $ 44,560 | $ 330,926 | 325,737 | $ 278,434 | |
Construction Project One | ||||||||||||
Commitments and contingencies | ||||||||||||
Receipts related to disputed receivable | 32,900 | |||||||||||
Revenue | 18,100 | |||||||||||
Gross Profit | 17,400 | |||||||||||
JCG | North Texas Tollway Authority v. James Construction Group, LLC | ||||||||||||
Commitments and contingencies | ||||||||||||
Expected remediation cost on settlement | $ 17,000 | |||||||||||
Percentage of expected costs second defendant would pay | 20.00% | 20.00% | ||||||||||
Percentage of expected costs Company would pay | 80.00% | 80.00% | ||||||||||
Remaining accrual balance | $ 8,500 | $ 8,500 | ||||||||||
Expected remediation cost | 22,400 | |||||||||||
Increase in liability | 1,600 | |||||||||||
Remediation costs | 11,600 | |||||||||||
JCG | North Texas Tollway Authority v. James Construction Group, LLC | Maximum | ||||||||||||
Commitments and contingencies | ||||||||||||
Agreed payments by second defendant in expected remediation costs toward settlement | $ 5,400 | |||||||||||
Bonding | ||||||||||||
Commitments and contingencies | ||||||||||||
Bid and completion bonds issued and outstanding | $ 648,600 | $ 554,900 | $ 648,600 | $ 554,900 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment reporting information | |||||||||||
Number of reportable segments | segment | 5 | ||||||||||
Revenue | $ 789,778 | $ 865,064 | $ 789,929 | $ 661,558 | $ 877,670 | $ 908,902 | $ 648,787 | $ 504,119 | $ 3,106,329 | $ 2,939,478 | $ 2,379,995 |
% of Total Revenue | 100.00% | 100.00% | 100.00% | ||||||||
Gross Profit | $ 89,514 | $ 108,421 | $ 80,531 | $ 52,460 | $ 103,253 | $ 106,505 | $ 71,419 | $ 44,560 | $ 330,926 | $ 325,737 | $ 278,434 |
% of Revenue | 10.70% | 11.10% | 11.70% | ||||||||
Power | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 729,348 | $ 694,048 | $ 606,125 | ||||||||
% of Total Revenue | 23.50% | 23.60% | 25.50% | ||||||||
Gross Profit | $ 76,119 | $ 109,789 | $ 65,675 | ||||||||
% of Revenue | 10.40% | 15.80% | 10.80% | ||||||||
Pipeline | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 505,156 | $ 590,937 | $ 465,570 | ||||||||
% of Total Revenue | 16.30% | 20.10% | 19.50% | ||||||||
Gross Profit | $ 61,550 | $ 66,602 | $ 92,087 | ||||||||
% of Revenue | 12.20% | 11.30% | 19.80% | ||||||||
Utilities | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 886,504 | $ 902,772 | $ 806,523 | ||||||||
% of Total Revenue | 28.50% | 30.70% | 33.90% | ||||||||
Gross Profit | $ 116,645 | $ 111,825 | $ 113,037 | ||||||||
% of Revenue | 13.20% | 12.40% | 14.00% | ||||||||
Transmission | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 497,302 | $ 286,749 | |||||||||
% of Total Revenue | 16.00% | 9.80% | |||||||||
Gross Profit | $ 22,580 | $ 31,904 | |||||||||
% of Revenue | 4.50% | 11.10% | |||||||||
Civil | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 488,019 | $ 464,972 | $ 501,777 | ||||||||
% of Total Revenue | 15.70% | 15.80% | 21.10% | ||||||||
Gross Profit | $ 54,032 | $ 5,617 | $ 7,635 | ||||||||
% of Revenue | 11.10% | 1.20% | 1.50% |
Reportable Segments - Revenue a
Reportable Segments - Revenue and Total Assets by Geographic Area (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues and total assets by geographic area | |||
% of Revenue | 100.00% | 100.00% | 100.00% |
Non-United States | |||
Revenues and total assets by geographic area | |||
% of Revenue | 5.80% | 2.90% | 0.30% |
% of total assets | 4.40% | 2.80% |
Multiemployer Plans (Details)
Multiemployer Plans (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($)item | |
Multiemployer plans | |||
Number of pension plans in which annual contribution was made by the entity during last three years | item | 33 | 33 | 33 |
Contributions for significant plans | $ 26,095 | $ 28,649 | $ 25,462 |
Contributions to other multiemployer plans | 14,905 | 20,141 | 21,473 |
Total contributions made | 41,000 | 48,790 | 46,935 |
Central Pension Fund of the International Union of Operating Engineers and Participating Employers | |||
Multiemployer plans | |||
Contributions for significant plans | 6,572 | 6,643 | 7,562 |
Southern California Pipetrades Trust Funds | |||
Multiemployer plans | |||
Contributions for significant plans | 3,078 | 5,122 | 3,219 |
Laborers International Union of North America National (Industrial) Pension Fund | |||
Multiemployer plans | |||
Contributions for significant plans | 3,969 | 3,967 | 4,658 |
Laborers Pension Trust Fund for Northern California | |||
Multiemployer plans | |||
Contributions for significant plans | 2,823 | 3,793 | 2,945 |
Plumbers & Pipefitters National Pension Fund | |||
Multiemployer plans | |||
Contributions for significant plans | 3,659 | 3,686 | 2,548 |
Construction Laborers Pension Trust for Southern California | |||
Multiemployer plans | |||
Contributions for significant plans | 2,886 | 2,873 | 2,393 |
Minnesota laborers Pension Fund [Member] | |||
Multiemployer plans | |||
Contributions for significant plans | $ 3,108 | $ 2,565 | $ 2,137 |
Company Retirement Plans (Detai
Company Retirement Plans (Details) - United States - 401(k) Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Company retirement plans | |||
Employer discretionary contributions | $ 0 | $ 0 | $ 0 |
Employer's contribution | $ 7,000 | $ 4,600 | $ 4,200 |
Deferred Compensation Agreeme_3
Deferred Compensation Agreements and Stock-Based Compensation (Details) - PICP | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred compensation agreements | |||
Percentage of participant's annual earned bonus deferred | 50.00% | ||
Period of deferral of annual earned bonus | 1 year | ||
Maximum percentage of participant's earned bonus amount up to which common stock can be purchased in a stock purchase plan | 16.67% | 16.67% | |
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75.00% | 75.00% | 75.00% |
Vesting period | 3 years |
Deferred Compensation Agreeme_4
Deferred Compensation Agreements and Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 68 Months Ended | 80 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | |
Weighted Average Grant Date Fair Value per Unit | |||||
Number of Units to Vest | 163,757 | 163,757 | |||
2020 | |||||
Weighted Average Grant Date Fair Value per Unit | |||||
Number of Units to Vest | 11,067 | 11,067 | |||
2021 | |||||
Weighted Average Grant Date Fair Value per Unit | |||||
Number of Units to Vest | 122,649 | 122,649 | |||
2022 | |||||
Weighted Average Grant Date Fair Value per Unit | |||||
Number of Units to Vest | 27,700 | 27,700 | |||
2023 | |||||
Weighted Average Grant Date Fair Value per Unit | |||||
Number of Units to Vest | 2,341 | 2,341 | |||
Equity Plan | |||||
Weighted Average Grant Date Fair Value per Unit | |||||
Beginning Balance, Weighted Average Grant Date Fair Value per Unit | $ 25.03 | ||||
Granted, Weighted Average Grant Date Fair Value per Unit | 20.70 | $ 25.53 | $ 22.90 | ||
Vested, Weighted Average Grant Date Fair Value per Unit | 23.93 | ||||
Forfeited, Weighted Average Grant Date Fair Value per Unit | 25.64 | ||||
Ending Balance, Weighted Average Grant Date Fair Value per Unit | $ 24.72 | $ 25.03 | $ 25.03 | $ 24.72 | |
Total fair value of Units vested | $ 1,200 | $ 700 | $ 1,700 | ||
Units granted | 25,360 | 144,920 | 10,000 | 423,105 | |
Number of units vested | (57,227) | ||||
Number of units forfeited | (6,240) | ||||
Number of vested units | 259,348 | 259,348 | |||
Number of unvested units | 163,757 | 201,864 | 201,864 | 163,757 | |
Compensation expense recognized | $ 1,600 | $ 1,300 | $ 1,100 | ||
Unrecognized compensation expense | $ 2,200 | $ 2,200 | |||
Period to recognize unrecognized compensation expense | 2 years 1 month 6 days | ||||
Accrued dividend equivalent units | 2,135 | 2,135 | |||
Executives | Equity Plan | |||||
Weighted Average Grant Date Fair Value per Unit | |||||
Units granted | 423,105 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2017USD ($)loanshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Oct. 31, 2019USD ($) | Aug. 31, 2018USD ($) | May 31, 2018USD ($) | Feb. 28, 2017USD ($)item | |
Related party transactions | |||||||||
Number of shares purchased and cancelled under the share repurchase program | shares | 216,350 | 825,146 | |||||||
Amount paid for shares purchased and cancelled under share repurchase program | $ 5 | $ 20 | |||||||
Share repurchase authorized amount | $ 50 | $ 20 | $ 5 | $ 5 | |||||
Number of leased properties | item | 3 | ||||||||
SIGI | |||||||||
Related party transactions | |||||||||
Purchase of properties | $ 12.8 | ||||||||
Lease payments to related party | $ 0.2 | ||||||||
SIGI | Mortgages | |||||||||
Related party transactions | |||||||||
Number of mortgages assumed | loan | 3 | ||||||||
Assumed notes | $ 4.2 | ||||||||
Former Board of Director | |||||||||
Related party transactions | |||||||||
Number of shares purchased and cancelled under the share repurchase program | shares | 2,316,960 | 2,316,960 | |||||||
Amount paid for shares purchased and cancelled under share repurchase program | $ 50 | $ 50 | |||||||
Share price (in dollars per share) | $ / shares | $ 21.58 | $ 21.58 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Domestic and foreign components of income before income taxes | ||||
United States | $ 107,639 | $ 111,002 | $ 105,555 | |
Foreign | 10,270 | 2,356 | (272) | |
Income before provision for income taxes | 117,909 | 113,358 | 105,283 | |
Current provision (benefit) | ||||
Federal | 12,513 | 3,405 | 21,509 | |
State | 4,398 | 4,536 | 3,371 | |
Foreign | 2,954 | 674 | (188) | |
Total | 19,865 | 8,615 | 24,692 | |
Deferred provision (benefit) | ||||
Federal | 12,283 | 14,535 | 1,958 | |
State | 1,940 | 2,120 | 1,219 | |
Foreign | (276) | (139) | (36) | |
Total | 13,947 | 16,516 | 3,141 | |
Change in valuation allowance | 634 | 600 | ||
Total | $ 33,812 | $ 25,765 | $ 28,433 | |
Reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | ||||
Federal statutory income tax rate (as a percent) | 21.00% | 21.00% | 35.00% | |
Impact of U.S tax reform | 1.10% | (9.30%) | ||
State taxes, net of federal income tax impact (as a percent) | 4.40% | 5.10% | 2.90% | |
Tax credits | (1.70%) | (5.30%) | ||
Income taxed at rates greater than U.S. | 1.10% | 0.40% | (0.20%) | |
Domestic production activities deduction (as a percent) | (2.30%) | |||
Nondeductible meals & entertainment (as a percent) | 3.00% | 2.90% | 2.80% | |
Nondeductible compensation | 0.70% | 0.20% | 0.10% | |
Other items (as a percent) | 0.60% | (0.40%) | (0.80%) | |
Effective tax rate excluding the impact of the Tax Act and income attributable to noncontrolling interests (as a percent) | 29.10% | 25.00% | 28.20% | |
Impact of income from noncontrolling interests on effective tax rate (as a percent) | (0.40%) | (2.30%) | (1.20%) | |
Effective tax rate (as a percent) | 28.70% | 22.70% | 27.00% | |
TaxCutsAndJobsActOf2017IncompleteAccountingChangeInTaxRateDeferredTaxLiabilityProvisionalIncomeTaxBenefit | $ 9,400 | |||
Additional income tax related to complete accounting of Tax Act | $ 1,100 | |||
Additional income tax related to foreign tax credits | 600 | |||
Additional income tax related to depreciation | 500 | |||
Deferred tax assets: | ||||
Accrued compensation | $ 3,705 | 4,999 | ||
Accrued workers compensation | 9,939 | 10,309 | ||
Net operating losses | 40,919 | 34,615 | ||
Disallowed interest | 533 | 1,908 | ||
Capital loss carryforward | 10,126 | 10,796 | ||
Deferred rent | 126 | 1,552 | ||
Lease liabilities | 62,023 | |||
Insurance reserves | 3,146 | 3,737 | ||
Loss reserves | 2,276 | 2,064 | ||
Tax credit | 825 | 1,505 | ||
State income taxes | 1,193 | 1,045 | ||
Other | 3,436 | 2,146 | ||
Total deferred tax assets | 138,247 | 74,676 | ||
Deferred tax liabilities | ||||
Depreciation and amortization | (63,824) | (56,670) | ||
Prepaid expense and other | (1,839) | (777) | ||
Lease assets | (61,417) | |||
Total deferred tax liabilities | (127,080) | (57,447) | ||
Valuation allowance | (27,886) | (23,938) | ||
Net deferred tax liabilities | $ (16,719) | (6,709) | ||
Expiration period for state net operating loss carryforwards (in years) | 20 years | |||
Valuation allowance excluding foreign tax credit | $ 27,900 | |||
Change in unrecognized tax benefits | $ (600) | |||
Minimum period of statute of limitations of state and foreign jurisdictions | 3 years | |||
Maximum period of statute of limitations of state and foreign jurisdictions | 5 years | |||
Reconciliation and aggregate changes for unrecognized tax benefits | ||||
Beginning balance | $ 1,330 | 592 | ||
Increases in balances for tax positions taken during the current year | 298 | 146 | 592 | |
Increases in balances for tax positions taken during prior years | 19 | 2,666 | ||
Settlements and effective settlements with tax authorities | (649) | (1,979) | ||
Lapse of statute of limitations | (151) | (95) | ||
Total | 847 | $ 1,330 | $ 592 | |
Capital loss carryforward | ||||
Deferred tax liabilities | ||||
Tax credit carryforward | 10,100 | |||
General tax credit carryforward | ||||
Deferred tax liabilities | ||||
Tax credit carryforward | 800 | |||
ITC | ||||
Deferred tax assets: | ||||
Claimed tax credits | 600 | |||
Foreign tax credits | ||||
Deferred tax liabilities | ||||
Tax credit carryforward | 600 | |||
Federal | ||||
Deferred tax liabilities | ||||
Net operating loss carryforward | 21,300 | |||
State | ||||
Deferred tax liabilities | ||||
Net operating loss carryforward | 15,900 | |||
AUSTRALIA | Foreign | ||||
Deferred tax liabilities | ||||
Net operating loss carryforward | 2,600 | |||
Canada | ||||
Reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | ||||
Federal statutory income tax rate (as a percent) | 26.50% | 26.50% | 26.50% | |
Canada | Foreign | ||||
Deferred tax liabilities | ||||
Net operating loss carryforward | 1,100 | |||
Maximum | ||||
Deferred tax liabilities | ||||
Reasonably possible decrease in unrecognized tax benefits | $ 200 |
Dividends and Earnings Per Sh_3
Dividends and Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 31, 2019 | Aug. 02, 2019 | May 03, 2019 | Feb. 26, 2019 | Nov. 02, 2018 | Aug. 02, 2018 | May 04, 2018 | Feb. 21, 2018 | Nov. 02, 2017 | Aug. 02, 2017 | May 05, 2017 | Feb. 21, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Earnings Per Share | |||||||||||||||||||||||
Cash dividend declared (in dollars per share) | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.055 | $ 0.055 | $ 0.055 | $ 0.240 | $ 0.240 | $ 0.225 | ||||||||
Numerator: | |||||||||||||||||||||||
Net income | $ 27,511 | $ 35,826 | $ 17,824 | $ 2,936 | $ 34,381 | $ 34,805 | $ 14,191 | $ 4,216 | $ 84,097 | $ 87,593 | $ 76,850 | ||||||||||||
Net income attributable to noncontrolling interests | (1,770) | (10,132) | (4,496) | ||||||||||||||||||||
Net income attributable to Primoris | $ 26,945 | $ 35,648 | $ 17,787 | $ 1,947 | $ 32,367 | $ 32,691 | $ 11,715 | $ 688 | $ 82,327 | $ 77,461 | $ 72,354 | ||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted average shares for computation of basic earnings per share | 50,478 | 50,976 | 50,912 | 50,770 | 50,993 | 51,403 | 51,531 | 51,479 | 50,784 | 51,350 | 51,481 | ||||||||||||
Dilutive effect of shares issued to independent directors | 3 | 3 | 3 | ||||||||||||||||||||
Dilutive effect of restricted stock units | 297 | 317 | 257 | ||||||||||||||||||||
Weighted average shares for computation of diluted earnings per share | 50,711 | 51,215 | 51,228 | 51,188 | 51,397 | 51,735 | 51,793 | 51,747 | 51,084 | 51,670 | 51,741 | ||||||||||||
Earnings per share attributable to Primoris: | |||||||||||||||||||||||
Basic earnings per share (in dollars per share) | $ 0.53 | $ 0.70 | $ 0.35 | $ 0.04 | $ 0.63 | $ 0.64 | $ 0.23 | $ 0.01 | $ 1.62 | $ 1.51 | $ 1.41 | ||||||||||||
Diluted earnings per share (in dollars per share) | $ 0.53 | $ 0.70 | $ 0.35 | $ 0.04 | $ 0.63 | $ 0.63 | $ 0.23 | $ 0.01 | $ 1.61 | $ 1.50 | $ 1.40 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 5 Months Ended | 12 Months Ended | 80 Months Ended | |||||||||||
Dec. 31, 2019 | Aug. 31, 2018 | Feb. 28, 2018 | Aug. 31, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Aug. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Oct. 31, 2019 | May 31, 2018 | |
Common Stock | |||||||||||||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 48,665,138 | 50,715,518 | 48,665,138 | 50,715,518 | 48,665,138 | ||||||||||
Common stock, shares outstanding | 48,665,138 | 50,715,518 | 48,665,138 | 50,715,518 | 48,665,138 | ||||||||||
Shares of common stock issued as a part of quarterly compensation of non-employee members of the Board of Directors | 10,092 | 10,062 | 11,448 | 11,784 | 16,877 | 13,278 | |||||||||
Period of restriction on trade for shares issued to non-employee members of the board of directors under the Primoris Long-term Retention Plan | 1 year | ||||||||||||||
Aggregate purchase price up to which shares can be acquired under share repurchase program | $ 20 | $ 5 | $ 50 | $ 5 | |||||||||||
Number of shares purchased and cancelled under the share repurchase program | 216,350 | 825,146 | |||||||||||||
Amount paid for shares purchased and cancelled under share repurchase program | $ 5 | $ 20 | |||||||||||||
Average cost of repurchased shares of stock (in dollars per share) | $ 23.10 | $ 24.24 | |||||||||||||
Preferred Stock | |||||||||||||||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Par value of preferred stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Former Board of Director | |||||||||||||||
Common Stock | |||||||||||||||
Price of shares issued (in dollars per share) | $ 21.58 | $ 21.58 | $ 21.58 | ||||||||||||
Number of shares purchased and cancelled under the share repurchase program | 2,316,960 | 2,316,960 | |||||||||||||
Amount paid for shares purchased and cancelled under share repurchase program | $ 50 | $ 50 | |||||||||||||
Average cost of repurchased shares of stock (in dollars per share) | $ 21.58 | ||||||||||||||
PICP | |||||||||||||||
Common Stock | |||||||||||||||
Shares of common stock issued under the long-term incentive plan | 114,106 | 71,757 | 65,429 | ||||||||||||
Amount received in exchange for shares of common stock under a long term incentive plan | $ 1.8 | $ 1.5 | $ 1.1 | ||||||||||||
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75.00% | 75.00% | 75.00% | ||||||||||||
Trading restriction | 6 months | ||||||||||||||
Equity Plan | |||||||||||||||
Common Stock | |||||||||||||||
Shares of common stock reserved for issuance upon exercise of all future stock option grants, SARS and grants of restricted shares under the 2013 Equity Plan | 1,450,078 | 1,450,078 | |||||||||||||
Equity Plan | Restricted Stock Units | |||||||||||||||
Common Stock | |||||||||||||||
Granted, Units | 25,360 | 144,920 | 10,000 | 423,105 |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Selected Quarterly Financial Information | |||||||||||
Revenue | $ 789,778 | $ 865,064 | $ 789,929 | $ 661,558 | $ 877,670 | $ 908,902 | $ 648,787 | $ 504,119 | $ 3,106,329 | $ 2,939,478 | $ 2,379,995 |
Gross Profit | 89,514 | 108,421 | 80,531 | 52,460 | 103,253 | 106,505 | 71,419 | 44,560 | 330,926 | 325,737 | 278,434 |
Net income | 27,511 | 35,826 | 17,824 | 2,936 | 34,381 | 34,805 | 14,191 | 4,216 | 84,097 | 87,593 | 76,850 |
Net income attributable to Primoris | $ 26,945 | $ 35,648 | $ 17,787 | $ 1,947 | $ 32,367 | $ 32,691 | $ 11,715 | $ 688 | $ 82,327 | $ 77,461 | $ 72,354 |
Earnings per share: | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.53 | $ 0.70 | $ 0.35 | $ 0.04 | $ 0.63 | $ 0.64 | $ 0.23 | $ 0.01 | $ 1.62 | $ 1.51 | $ 1.41 |
Diluted earnings per share (in dollars per share) | $ 0.53 | $ 0.70 | $ 0.35 | $ 0.04 | $ 0.63 | $ 0.63 | $ 0.23 | $ 0.01 | $ 1.61 | $ 1.50 | $ 1.40 |
Weighted average common shares outstanding: | |||||||||||
Basic (in shares) | 50,478 | 50,976 | 50,912 | 50,770 | 50,993 | 51,403 | 51,531 | 51,479 | 50,784 | 51,350 | 51,481 |
Diluted (in shares) | 50,711 | 51,215 | 51,228 | 51,188 | 51,397 | 51,735 | 51,793 | 51,747 | 51,084 | 51,670 | 51,741 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Feb. 21, 2020 | Oct. 31, 2019 | Aug. 02, 2019 | May 03, 2019 | Feb. 26, 2019 | Nov. 02, 2018 | Aug. 02, 2018 | May 04, 2018 | Feb. 21, 2018 | Nov. 02, 2017 | Aug. 02, 2017 | May 05, 2017 | Feb. 21, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash Dividend | ||||||||||||||||
Cash dividend declared (in dollars per share) | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.055 | $ 0.055 | $ 0.055 | $ 0.240 | $ 0.240 | $ 0.225 | |
Subsequent Events | ||||||||||||||||
Cash Dividend | ||||||||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 |