Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
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, $0.0001 par value | |
Trading Symbol | PRIM | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 53,820,801 | |
Entity Central Index Key | 0001361538 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 199,025 | $ 326,744 |
Accounts receivable, net | 554,501 | 432,455 |
Contract assets | 411,262 | 325,849 |
Prepaid expenses and other current assets | 52,444 | 30,218 |
Total current assets | 1,217,232 | 1,115,266 |
Property and equipment, net | 434,307 | 356,194 |
Operating lease assets | 173,198 | 207,320 |
Deferred tax assets | 1,919 | 1,909 |
Intangible assets, net | 172,165 | 61,012 |
Goodwill | 584,681 | 215,103 |
Other long-term assets | 14,491 | 12,776 |
Total assets | 2,597,993 | 1,969,580 |
Current liabilities: | ||
Accounts payable | 315,276 | 245,906 |
Contract liabilities | 202,116 | 267,227 |
Accrued liabilities | 234,004 | 200,673 |
Dividends payable | 3,228 | 2,887 |
Current portion of long-term debt | 68,028 | 47,722 |
Total current liabilities | 822,652 | 764,415 |
Long-term debt, net of current portion | 610,556 | 268,835 |
Noncurrent operating lease liabilities, net of current portion | 110,819 | 137,913 |
Deferred tax liabilities | 8,870 | 13,548 |
Other long-term liabilities | 67,708 | 70,077 |
Total liabilities | 1,620,605 | 1,254,788 |
Commitments and contingencies (See Note 15) | ||
Stockholders' equity | ||
Common stock-$.0001 par value; 90,000,000 shares authorized; 53,800,811 and 48,110,442 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 6 | 5 |
Additional paid-in capital | 275,155 | 89,098 |
Retained earnings | 701,210 | 624,694 |
Accumulated other comprehensive income | 974 | 958 |
Noncontrolling interest | 43 | 37 |
Total stockholders' equity | 977,388 | 714,792 |
Total liabilities and stockholders' equity | $ 2,597,993 | $ 1,969,580 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 53,800,811 | 48,110,442 |
Common stock, shares outstanding | 53,800,811 | 48,110,442 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||
Revenue | $ 913,245 | $ 942,700 | $ 2,613,184 | $ 2,594,159 |
Cost of revenue | 785,809 | 819,019 | 2,292,541 | 2,321,701 |
Gross profit | 127,436 | 123,681 | 320,643 | 272,458 |
Selling, general and administrative expenses | 61,706 | 56,980 | 172,885 | 152,753 |
Transaction and related costs | 447 | 117 | 14,823 | 154 |
Operating income | 65,283 | 66,584 | 132,935 | 119,551 |
Other income (expense): | ||||
Foreign exchange loss, net | (77) | (443) | (141) | |
Other income, net | 181 | 98 | 555 | 816 |
Interest expense, net | (4,698) | (4,715) | (14,154) | (17,172) |
Income before provision for income taxes | 60,766 | 61,890 | 118,893 | 103,054 |
Provision for income taxes | (16,710) | (17,947) | (32,694) | (29,883) |
Net income | 44,056 | 43,943 | 86,199 | 73,171 |
Net income attributable to noncontrolling interests | (3) | (2) | (6) | (8) |
Net income attributable to Primoris | $ 44,053 | $ 43,941 | $ 86,193 | $ 73,163 |
Dividends per common share (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
Earnings per share: | ||||
Basic (in dollars per share) | 0.82 | 0.91 | 1.65 | 1.51 |
Diluted (in dollars per share) | $ 0.81 | $ 0.90 | $ 1.63 | $ 1.50 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 53,769 | 48,253 | 52,354 | 48,370 |
Diluted (in shares) | 54,367 | 48,574 | 52,887 | 48,712 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 44,056 | $ 43,943 | $ 86,199 | $ 73,171 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (1,077) | 458 | 16 | (727) |
Comprehensive income | 42,979 | 44,401 | 86,215 | 72,444 |
Net income attributable to noncontrolling interests | (3) | (2) | (6) | (8) |
Comprehensive income attributable to Primoris | $ 42,976 | $ 44,399 | $ 86,209 | $ 72,436 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non Controlling Interest | Total |
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 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 73,163 | 8 | 73,171 | |||
Foreign currency translation adjustments, net of tax | (727) | (727) | ||||
Issuance of shares, net of issuance costs | 1,494 | 1,494 | ||||
Issuance of shares, net of issuance costs (Shares) | 70,805 | |||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (548) | (548) | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 54,635 | |||||
Stock-based compensation | 1,730 | 1,730 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 10 | (10) | ||||
Repurchase of stock | (11,453) | (11,453) | ||||
Repurchase of stock (in shares) | (694,260) | |||||
Distribution of noncontrolling entities | (1,000) | (1,000) | ||||
Dividends declared | (8,675) | (8,675) | ||||
Balance at Sep. 30, 2020 | $ 5 | 88,363 | 595,769 | (651) | 36 | 683,522 |
Balance (in shares) at Sep. 30, 2020 | 48,096,318 | |||||
Balance at Jun. 30, 2020 | $ 5 | 91,257 | 554,717 | (1,109) | 34 | 644,904 |
Balance (in shares) at Jun. 30, 2020 | 48,220,811 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 43,941 | 2 | 43,943 | |||
Foreign currency translation adjustments, net of tax | 458 | 458 | ||||
Issuance of shares, net of issuance costs | 157 | 157 | ||||
Issuance of shares, net of issuance costs (Shares) | 9,086 | |||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (471) | (471) | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 41,119 | |||||
Stock-based compensation | 528 | 528 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 2 | (2) | ||||
Repurchase of stock | (3,110) | (3,110) | ||||
Repurchase of stock (in shares) | (174,698) | |||||
Dividends declared | (2,887) | (2,887) | ||||
Balance at Sep. 30, 2020 | $ 5 | 88,363 | 595,769 | (651) | 36 | 683,522 |
Balance (in shares) at Sep. 30, 2020 | 48,096,318 | |||||
Balance at Dec. 31, 2020 | $ 5 | 89,098 | 624,694 | 958 | 37 | 714,792 |
Balance (in shares) at Dec. 31, 2020 | 48,110,442 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 86,193 | 6 | 86,199 | |||
Foreign currency translation adjustments, net of tax | 16 | 16 | ||||
Issuance of shares, net of issuance costs | $ 1 | 178,234 | 178,235 | |||
Issuance of shares, net of issuance costs (Shares) | 5,588,328 | |||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (1,325) | $ (1,325) | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 102,041 | 54,635 | ||||
Stock-based compensation | 9,146 | $ 9,146 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 2 | (2) | ||||
Dividends declared | (9,675) | (9,675) | ||||
Balance at Sep. 30, 2021 | $ 6 | 275,155 | 701,210 | 974 | 43 | 977,388 |
Balance (in shares) at Sep. 30, 2021 | 53,800,811 | |||||
Balance at Jun. 30, 2021 | $ 6 | 274,008 | 660,385 | 2,051 | 40 | 936,490 |
Balance (in shares) at Jun. 30, 2021 | 53,731,206 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 44,053 | 3 | 44,056 | |||
Foreign currency translation adjustments, net of tax | (1,077) | (1,077) | ||||
Issuance of shares, net of issuance costs | 212 | 212 | ||||
Issuance of shares, net of issuance costs (Shares) | 7,328 | |||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (726) | $ (726) | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 62,277 | 41,119 | ||||
Stock-based compensation | 1,661 | $ 1,661 | ||||
Dividends declared | (3,228) | (3,228) | ||||
Balance at Sep. 30, 2021 | $ 6 | $ 275,155 | $ 701,210 | $ 974 | $ 43 | $ 977,388 |
Balance (in shares) at Sep. 30, 2021 | 53,800,811 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Nov. 05, 2020 | Jul. 31, 2020 | May 01, 2020 | Feb. 21, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 86,199 | $ 73,171 |
Adjustments to reconcile net income to net cash provided by operating activities (net of effect of acquisitions): | ||
Depreciation and amortization | 78,865 | 62,558 |
Stock-based compensation expense | 9,146 | 1,730 |
Gain on sale of property and equipment | (13,075) | (6,198) |
Unrealized (gain) loss on interest rate swap | (3,183) | 3,856 |
Other non-cash items | 823 | 295 |
Changes in assets and liabilities: | ||
Accounts receivable | (69,659) | (91,741) |
Contract assets | (54,262) | (16,783) |
Other current assets | (21,795) | 9,707 |
Other long-term assets | 477 | 1,073 |
Accounts payable | 57,698 | 16,533 |
Contract liabilities | (67,821) | 63,682 |
Operating lease assets and liabilities, net | (1,388) | 3,250 |
Accrued liabilities | 21,327 | 36,394 |
Other long-term liabilities | (8,457) | 33,952 |
Net cash provided by operating activities | 14,895 | 191,479 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (102,133) | (54,404) |
Proceeds from sale of property | 43,488 | 17,710 |
Cash paid for acquisitions, net of cash acquired | (606,974) | |
Net cash used in investing activities | (665,619) | (36,694) |
Cash flows from financing activities: | ||
Borrowings under revolving line of credit | 100,000 | |
Payments on revolving line of credit | (100,000) | |
Proceeds from issuance of long-term debt | 461,719 | 33,873 |
Repayment of long-term debt | (96,473) | (56,321) |
Proceeds from issuance of common stock | 178,707 | 578 |
Cash distribution to noncontrolling interest holders | (1,000) | |
Debt issuance costs | (4,876) | |
Repurchase of common stock | (10,959) | |
Dividends paid | (9,334) | (8,707) |
Other | (7,038) | (3,436) |
Net cash provided by (used in) financing activities | 522,705 | (45,972) |
Effect of exchange rate changes on cash and cash equivalents | 300 | (553) |
Net change in cash and cash equivalents | (127,719) | 108,260 |
Cash and cash equivalents at beginning of the period | 326,744 | 120,286 |
Cash and cash equivalents at end of the period | 199,025 | 228,546 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 16,555 | 13,433 |
Cash paid for income taxes, net of refunds received | 31,194 | 5,288 |
Leased assets obtained in exchange for new operating leases | 15,500 | 51,664 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Dividends declared and not yet paid | $ 3,228 | $ 2,887 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
Nature of Business | |
Nature of Business | Note 1āNature of Business ā Organization and operations ā ā We have customer relationships with major utility, telecommunications, 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 ā The current reportable segments include the Utilities segment, the Energy/Renewables segment and the Pipeline Services (āPipelineā) segment. See Note 16 ā ā Reportable Segments 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 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation | |
Basis of Presentation | Note 2āBasis of Presentation ā Interim condensed consolidated financial statements ā ā This Form 10-Q should be read in conjunction with our most recent Annual Report on Form 10-K. The interim financial information is unaudited. In the opinion of management, the interim information includes all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim financial information. ā Reclassification ā Customer concentration customers in any one calendar year generate revenue that is approximately 50% of total revenue; however, the companies that comprise the top ten vary from year to year. ā For the three and nine months ended September 30, 2021, approximately 45.6% and 43.3%, respectively, of total revenue was generated from our top ten customers and no one customer accounted for more than ten percent of our total revenue. ā For the three and nine months ended September 30, 2020, approximately 49.2% and 49.3%, respectively, of total revenue was generated from our top ten customers. For the three months ended September 30, 2020 no one customer accounted for more than 10% of total revenue and for the nine months ended September 30, 2020, one pipeline customer represented approximately 10.5% of total revenue. ā |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | Note 3āRecent Accounting Pronouncements ā Recently adopted accounting pronouncements ā In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā, which removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We adopted the new standard on January 1, 2021, on a prospective basis and it did not have a material impact on our consolidated financial position, results of operations or cash flows. ā |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 4āFair Value Measurements ā ASC Topic 820, ā Fair Value Measurements and Disclosures ā, defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. ASC Topic 820 addresses fair value GAAP for financial assets and financial liabilities that are re-measured and reported at fair value at each reporting period and for non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. 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 Topic 820, our financial assets and liabilities that are required to be measured at fair value at September 30, 2021 and December 31, 2020 (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 September 30, 2021: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 199,025 $ ā $ ā ā Liabilities as of September 30, 2021: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 6,022 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, 2020: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 326,744 $ ā $ ā ā Liabilities as of December 31, 2020: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 9,205 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 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 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Acquisitions | |
Acquisitions | Note 5āAcquisitions ā Acquisition of Future Infrastructure Holdings, LLC. ā On January 15, 2021, we acquired Future Infrastructure Holdings, LLC (āFIHā) for approximately $604.7 million, net of cash acquired. FIH is a provider of non-discretionary maintenance, repair, upgrade, and installation services to the telecommunication, regulated gas utility, and infrastructure markets. FIH furthers our strategic plan to expand our service lines, enter new markets, and grow our MSA revenue base. The transaction directly aligns with our strategy to grow in large, higher growth, higher margin markets, and expands our utility services capabilities. The total purchase price was funded through a combination of existing cash balances, borrowings under our term loan facility, and borrowings under our revolving credit facility. As discussed in Note 13 ā āStockholdersā Equityā ā The table below represents the purchase consideration and the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. Significant changes since our initial estimates reported in the first quarter of 2021 primarily relate to a $6.5 million reduction in the purchase consideration for the final working capital true-up. As a result of this and other adjustments to the initial estimated fair values of the assets acquired and liabilities assumed, goodwill decreased by approximately $4.2 million since the first quarter of 2021. 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 The final determination of fair value for certain assets and liabilities is subject to further change and will be completed as soon as the information necessary to complete the analysis is obtained. These amounts, which may differ materially from these preliminary estimates, will continue to be refined and will be finalized as soon as possible, but no later than one year from the acquisition date. The primary areas of the preliminary estimates that are not yet finalized relate to the fair value of certain contractual obligations, including sales and use tax liabilities. ā ā ā ā ā ā Purchase consideration (in thousands) ā ā ā ā Total purchase consideration ā $ 615,249 ā Less cash acquired ā ā (10,525) ā Net cash paid ā $ 604,724 ā ā ā ā ā ā ā Preliminary identifiable assets acquired and liabilities assumed (in thousands) ā ā ā ā Cash and cash equivalents ā $ 10,525 ā Accounts receivable ā ā 55,470 ā Contract assets ā ā 32,676 ā Prepaid expenses and other current assets ā ā 483 ā Property, plant and equipment ā ā 56,926 ā Operating lease assets ā ā 13,105 ā Intangible assets: ā ā ā Customer relationships ā ā 118,000 ā Tradename ā ā 4,400 ā Other long-term assets ā 6,976 ā Accounts payable and accrued liabilities ā ā (29,673) ā Contract liabilities ā ā (2,671) ā Long-term debt (including current portion) ā ā (959) ā Noncurrent operating lease liabilities, net of current ā ā (10,975) ā Other long-term liabilities ā ā (8,612) ā Total identifiable net assets ā ā 245,671 ā Goodwill ā ā 369,578 ā Total purchase consideration ā $ 615,249 ā ā We incorporated the operations of FIH into our Utilities segment. Goodwill associated with the FIH acquisition principally consists of expected benefits from the expansion of our services into the telecommunications market and the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce. Based on the current tax treatment, goodwill is expected to be deductible for income tax purposes over a 15-year period. ā The intangible assets acquired with the FIH acquisition consisted of Customer relationships of $118.0 million and Tradenames of $4.4 million. The Customer relationships and Tradenames are being amortized over a weighted average useful life of 19 years and one year, respectively. ā For the three months ended September 30, 2021, FIH contributed revenue of ā Acquisition related costs were $0.4 million and $14.2 million for the three and nine months ended September 30, 2021, respectively, and are included in āTransaction and related costsā on the Condensed Consolidated Statements of Income. Such costs primarily consisted of professional fees paid to advisors and expense associated with the purchase of Primoris common stock by certain employees of FIH at a 15 percent discount. ā Supplemental Unaudited Pro Forma Information for the three and nine months ended September 30, 2021 ā The following pro forma information for the three and nine months ended September 30, 2021 presents our results of operations as if the acquisition of FIH had occurred at the beginning of 2020. On October 30, 2020, FIH acquired Pridemore Case Holdings, Inc. (āPrideā), which expanded FIHās operations. Therefore, we have included Prideās results of operations for the three and nine months ended September 30, 2020 in the pro forma information. 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 ā the pro forma impact of nonrecurring transaction and related costs directly attributable to the acquisition; and ā ā the pro forma tax effect of both income before income taxes, and the pro forma adjustments, calculated using a tax rate of 27.5% for the three and nine months ended September 30, 2021 and 29.0% for the three and nine months ended September 30, 2020. ā 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 FIH acquisition been completed on January 1, 2020. 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, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2021 2020 2021 2020 ā ā (unaudited) ā (unaudited) ā (unaudited) ā (unaudited) ā Revenue ā $ 913,245 ā $ 1,029,444 ā $ 2,617,630 ā $ 2,846,770 ā Income before provision for income taxes ā ā 62,300 ā ā 67,680 ā ā 129,601 ā ā 103,315 ā Net income attributable to Primoris ā ā 45,165 ā ā 48,052 ā ā 93,956 ā ā 73,348 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding: ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 53,769 ā 49,291 ā 52,407 ā 49,408 ā Diluted ā 54,367 ā 49,739 ā 54,946 ā 49,817 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 ā $ 0.84 ā $ 0.97 ā $ 1.79 ā $ 1.48 ā Diluted ā ā 0.83 ā ā 0.97 ā ā 1.71 ā ā 1.47 ā ā |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Revenue | Note 6āRevenue ā We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts, each of which has a different risk profile. A substantial portion of our revenue is derived from contracts where scope is adequately defined, and therefore we can reasonably estimate total contract value. For these contracts, revenue 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 certain contracts, where scope is not adequately defined and we canāt reasonably estimate total contract value, 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 September 30, 2021, we had $1.4 billion of remaining performance obligations. We expect to recognize approximately 77% of our remaining performance obligations as revenue during the next 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, politics and any prevailing impacts from the pandemic caused by the coronavirus 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 three and nine months ended September 30, 2021, revenue recognized from performance obligations satisfied in previous periods was $23.8 million and $60.2 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 the reversal of 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 Condensed Consolidated Balance Sheets. For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. ā At September 30, 2021, we had approximately $84.1 million of unapproved contract modifications included in the aggregate transaction prices. These contract modifications were in the process of being negotiated in the normal course of business. Approximately $72.4 million of the contract modifications had been recognized as revenue on a cumulative catch-up basis through September 30, 2021. 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 Condensed Consolidated Balance Sheets represents the following: ā ā unbilled revenue, which arises 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 September 30, ā December 31, ā 2021 2020 Unbilled revenue ā $ 273,849 ā $ 192,176 Retention receivable ā ā 117,255 ā ā 115,877 Contract materials (not yet installed) ā 20,158 ā 17,796 ā ā $ 411,262 ā $ 325,849 ā Contract assets increased by $85.4 million compared to December 31, 2020 primarily due to higher unbilled revenue, including $23.7 million related to the FIH acquisition. ā The caption āContract liabilitiesā in the Condensed Consolidated Balance Sheets represents the following: ā ā deferred revenue, which arises when billings are in excess of contracted revenue recognized to date, and ā ā the accrued loss provision ā Contract liabilities consist of the following (in thousands): ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2021 2020 Deferred revenue ā $ 194,373 ā $ 252,781 Accrued loss provision ā 7,743 ā 14,446 ā ā $ 202,116 ā $ 267,227 ā Contract liabilities decreased by $65.1 million compared to December 31, 2020 primarily due to lower deferred revenue. ā Revenue recognized for the nine months ended September 30, 2021, that was included in the contract liability balance at December 31, 2020, was approximately $243.4 million. 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 For the three months ended September 30, 2021 Segment ā MSA ā Non-MSA ā Total Utilities ā $ 410,041 ā $ 44,613 ā $ 454,654 Energy/Renewables ā ā 41,133 ā ā 309,893 ā ā 351,026 Pipeline ā 15,457 ā ā 92,108 ā ā 107,565 Total ā $ 466,631 $ 446,614 $ 913,245 ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, 2020 Segment ā MSA Non-MSA Total Utilities ā $ 319,411 $ 93,794 413,205 Energy/Renewables ā ā 35,921 ā ā 279,194 ā ā 315,115 Pipeline ā 29,403 184,977 ā 214,380 Total ā $ 384,735 $ 557,965 $ 942,700 ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2021 Segment MSA Non-MSA Total Utilities ā $ 1,039,743 ā $ 175,344 ā $ 1,215,087 Energy/Renewables ā ā 126,997 ā ā 911,903 ā ā 1,038,900 Pipeline ā 51,354 ā ā 307,843 ā ā 359,197 Total ā $ 1,218,094 $ 1,395,090 $ 2,613,184 ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2020 Segment MSA Non-MSA Total Utilities ā $ 780,453 $ 222,829 $ 1,003,282 Energy/Renewables ā ā 101,049 ā ā 794,366 ā ā 895,415 Pipeline ā 108,952 586,510 ā 695,462 Total ā $ 990,454 $ 1,603,705 $ 2,594,159 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 For the three months ended September 30, 2021 Segment ā Fixed-price ā Unit-price ā Cost reimbursable (1) ā Total Utilities ā $ 33,280 ā $ 311,191 ā $ 110,183 ā $ 454,654 Energy/Renewables ā ā 212,956 ā ā 65,904 ā ā 72,166 ā ā 351,026 Pipeline ā 68,232 ā ā 1,142 ā ā 38,191 ā ā 107,565 Total ā $ 314,468 $ 378,237 $ 220,540 $ 913,245 (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 For the three months ended September 30, 2020 Segment ā Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 30,597 $ 254,743 $ 127,865 $ 413,205 Energy/Renewables ā ā 79,496 ā ā 81,754 ā ā 153,865 ā ā 315,115 Pipeline ā 152,301 45,627 16,452 214,380 Total ā $ 262,394 $ 382,124 $ 298,182 $ 942,700 (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 ā For the nine months ended September 30, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 90,142 ā ā 844,314 ā ā 280,631 ā $ 1,215,087 Energy/Renewables ā ā 564,552 ā $ 231,715 ā $ 242,633 ā ā 1,038,900 Pipeline ā 272,501 ā ā 2,776 ā ā 83,920 ā ā 359,197 Total ā $ 927,195 $ 1,078,805 $ 607,184 $ 2,613,184 (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 For the nine months ended September 30, 2020 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 111,848 $ 676,197 $ 215,237 $ 1,003,282 Energy/Renewables ā ā 380,907 ā ā 252,142 ā ā 262,366 ā ā 895,415 Pipeline ā 191,652 277,788 226,022 695,462 Total ā $ 684,407 $ 1,206,127 $ 703,625 $ 2,594,159 (1) Includes time and material and cost reimbursable plus fee contracts. 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 7āGoodwill and Intangible Assets ā The change in goodwill by segment for the nine months ended September 30, 2021 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Utilities ā Energy/Renewables ā Pipeline ā Total Balance at December 31, 2020 ā $ 96,344 ā $ 66,344 ā $ 52,415 ā $ 215,103 Goodwill acquired during the period ā 369,578 ā ā ā ā ā ā ā ā 369,578 Balance at September 30, 2021 ā $ 465,922 ā $ 66,344 ā $ 52,415 ā $ 584,681 ā The table below summarizes the intangible asset categories and amounts, which are amortized 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 September 30, 2021 ā December 31, 2020 ā Gross Carrying Accumulated Intangible assets, net Gross Carrying Accumulated Intangible assets, net Tradename $ 20,440 ā ā (18,408) ā ā 2,032 ā $ 16,040 ā $ (14,793) ā $ 1,247 Customer relationships 211,227 ā ā (41,176) ā ā 170,051 ā 91,000 ā (31,400) ā 59,600 Non-compete agreements 1,900 ā ā (1,818) ā ā 82 ā 1,900 ā (1,735) ā 165 Total $ 233,567 ā $ (61,402) ā $ 172,165 ā $ 108,940 ā $ (47,928) ā $ 61,012 ā Amortization expense of intangible assets was $4.6 million and $2.2 million for the three months ended September 30, 2021 and 2020, respectively, and $13.5 million and $6.8 million for the nine months ended September 30, 2021 and 2020. Estimated future amortization expense for intangible assets is as follows (in thousands): ā ā ā ā ā ā ā Estimated ā ā Intangible ā ā Amortization For the Years Ending December 31, Expense 2021 (remaining three months) ā $ 4,645 2022 ā ā 13,218 2023 ā 12,200 2024 ā 11,481 2025 ā 10,759 Thereafter ā 119,862 ā ā $ 172,165 ā |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | Note 8āAccounts Payable and Accrued Liabilities ā At September 30, 2021 and December 31, 2020, accounts payable included retention amounts of approximately $18.2 million and $12.6 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 September 30, ā December 31, ā 2021 2020 Payroll and related employee benefits ā $ 117,533 ā $ 81,088 Current operating lease liability ā ā 64,631 ā ā 73,033 Casualty insurance reserves ā 5,069 ā 8,365 Corporate income taxes and other taxes ā 28,177 ā 13,783 Other ā 18,594 ā 24,404 ā ā $ 234,004 ā $ 200,673 ā |
Credit Arrangements
Credit Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Credit Arrangements | |
Credit Arrangements | Note 9āCredit Agreements ā Long term debt and credit facilities consists of the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2021 2020 Term loan ā $ 527,688 ā $ 192,500 Commercial equipment notes ā ā 117,558 ā ā 85,783 Mortgage notes ā 37,798 ā 38,795 Total debt ā ā 683,044 ā ā 317,078 Unamortized debt issuance costs ā ā (4,460) ā ā (521) Total debt, net ā $ 678,584 ā $ 316,557 Less: current portion ā (68,028) ā (47,722) Long-term debt, net of current portion ā $ 610,556 ā $ 268,835 ā The weighted average interest rate on total debt outstanding at September 30, 2021 and December 31, 2020 was 2.8% and 3.7%, respectively. ā Credit Agreement ā On September 29, 2017, we entered into an amended and restated credit agreement, as amended July 9, 2018 and August 3, 2018 (the āCredit Agreementā) with CIBC Bank USA, as administrative agent (the āAdministrative Agentā) and co-lead arranger, and the financial parties thereto (collectively, the āLendersā). The Credit Agreement consisted of a $220.0 million term loan (the āTerm Loanā) and a $200.0 million revolving credit facility, whereby the Lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit for up to the $200.0 million committed amount. The Credit Agreement contained an accordion feature that would allow us to increase the Term Loan or the borrowing capacity under the Revolving Credit Facility by up to $75.0 million. The Credit Agreement was scheduled to mature on July 9, 2023. ā On January 15, 2021, we entered into the Second Amended and Restated Credit Agreement (the āAmended Credit Agreementā) with the Administrative Agent and the Lenders, amending and restating our Credit Agreement to increase the Term Loan by $400.0 million to an aggregate principal amount of $592.5 million (the āNew Term Loanā) and to extend the maturity date of the Credit Agreement from July 9, 2023 to January 15, 2026. ā In addition to the New Term Loan, the Amended Credit Agreement consists of the existing $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 New Term Loan or the borrowing capacity under the Revolving Credit Facility by up to $75.0 million. ā At September 30, 2021, there were no borrowings outstanding under the Revolving Credit Facility, commercial letters of credit outstanding were $44.5 million, and available borrowing capacity was $155.5 million. ā Under the Amended Credit Agreement, we must make quarterly principal payments on the New Term Loan in an amount equal to approximately $7.4 million, with the balance due on January 15, 2026. ā The proceeds from the New Term Loan were used to finance the acquisition of FIH. ā We capitalized $4.7 million of debt issuance costs during the first quarter of 2021 associated with the Amended Credit Agreement that is being amortized as interest expense over the life of the Amended Credit Agreement. ā The principal amount of all loans under the Amended Credit Agreement will bear interest at either: (i) LIBOR plus an applicable margin as specified in the Amended Credit Agreement (based on our senior debt to EBITDA ratio as defined in the Amended Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.5% or (b) the prime rate as announced by the Administrative Agent) plus an applicable margin as specified in the Amended Credit Agreement. Quarterly non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Amended Credit Agreement. ā The principal amount of any loan drawn under the Amended Credit Agreement may be prepaid in whole or in part at any time, with a minimum prepayment of $5.0 million. During the nine months ended September 30, 2021, we made additional payments on our New Term Loan of $42.6 million. ā Loans made under the Credit Agreement and the Amended Credit Agreement are secured by our assets, including, among others, our cash, inventory, equipment (excluding equipment subject to permitted liens), and accounts receivable. Certain of our domestic subsidiaries have issued joint and several guaranties in favor of the Lenders for all amounts under the Credit Agreement and the Amended Credit Agreement. ā The Credit Agreement and Amended Credit Agreement contain various restrictive and financial covenants including, among others, a senior debt/EBITDA ratio and debt service coverage requirements. In addition, the Credit Agreement and the Amended Credit Agreement include 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 for the Amended Credit Agreement at September 30, 2021. 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 original Term Loan from variable LIBOR to a fixed rate of 2.89% per annum, in each case plus an applicable margin, which was 2.00 % at September 30, 2021. ā Canadian Credit Facilities ā We have a demand credit facility for $4.0 million in Canadian dollars with a Canadian bank for purposes of issuing commercial letters of credit in Canada. At September 30, 2021, commercial letters of credit outstanding were $0.5 million in Canadian dollars, and the available borrowing capacity was $3.5 million in Canadian dollars. The credit facility contains a working capital restrictive covenant for OnQuest Canada, ULC, our wholly owned subsidiary. At September 30, 2021, OnQuest Canada, ULC was in compliance with the covenant. ā We have a credit facility for $10.0 million in Canadian dollars with CIBC Bank for working capital purposes in the normal course of business (āWorking Capital Credit Facilityā). At September 30, 2021, there were no outstanding borrowings under the Working Capital Credit Facility, and available borrowing capacity was $10.0 million in Canadian dollars. The Working Capital Credit Facility contains a cross default restrictive covenant where a default under our Amended Credit Agreement will represent a default in the Working Capital Credit Facility. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2021 | |
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. ā Credit Risk. ā The following table summarizes the fair value of our derivative contracts included in the Condensed Consolidated Balance Sheets (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā Balance Sheet Location ā 2021 ā 2020 Interest rate swap ā Other long-term liabilities ā $ 6,022 ā $ 9,205 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Nine Months Ended ā ā ā Location of (Gain) Loss Recognized ā September 30, ā September 30, ā ā on Derivatives 2021 2020 ā 2021 2020 Interest rate swap Interest expense ā $ 83 ā $ (11) ā $ (154) ā $ 6,262 ā ā |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Income Taxes | Note 11āIncome Taxes ā We are subject to tax liabilities imposed by multiple jurisdictions. We determine our best estimate of the annual effective tax rate at each interim period using expected annual pre-tax earnings, statutory tax rates and available tax planning opportunities. Certain significant or unusual items are separately recognized in the quarter in which they occur which can cause variability in the effective tax rate from quarter to quarter. We recognize interest and penalties related to uncertain tax positions, if any, as an income tax expense. ā We do not include the income tax expense or benefit related to the net earnings or loss attributable to noncontrolling interest in our income tax expense as the entities are considered pass-through entities and, as such, the income tax expense or benefit is attributable to its owners. The effective tax rate on income (including and excluding noncontrolling interests) for the nine months ended September 30, 2021 and 2020 was 27.5% and 29.0%, respectively. For the first nine months of each of 2021 and 2020, our tax rate differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of state income taxes and nondeductible components of per diem expenses. ā Our U.S. federal income tax returns are generally no longer subject to examination for tax years before 2017. The statutes of limitation of state and foreign jurisdictions generally vary between 3 5 ā Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities 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. The effects of remeasurement of deferred tax assets and liabilities resulting from changes in tax rates are recognized in income in the period of enactment. ā On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (āCARES Actā) was enacted by the US Government in response to the COVID-19 pandemic. We deferred FICA tax payments through the end of 2020 as allowed under the CARES Act. This deferral was $43.2 million at September 30, 2021, and is included in Accrued liabilities and Other long-term liabilities on our Condensed Consolidated Balance Sheet. Half of the deferral is due on December 31, 2021, and the other half is due on December 31, 2022. |
Dividends and Earnings Per Shar
Dividends and Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Dividends and Earnings Per Share | |
Dividends and Earnings Per Share | Note 12āDividends and Earnings Per Share ā We paid cash dividends during 2021 and 2020 as follows: ā ā ā ā ā ā ā ā ā Declaration Date Record Date Date Paid Amount Per Share February 21, 2020 ā March 31, 2020 ā April 15, 2020 ā $ 0.06 May 1, 2020 ā June 30, 2020 ā July 15, 2020 ā ā 0.06 July 31, 2020 ā September 30, 2020 ā October 15, 2020 ā ā 0.06 November 5, 2020 ā December 31, 2020 ā January 15, 2021 ā ā 0.06 February 19, 2021 ā March 31, 2021 ā April 15, 2021 ā ā 0.06 May 4, 2021 ā June 30, 2021 ā July 15, 2021 ā ā 0.06 August 3, 2021 ā September 30, 2021 ā October 15, 2021 ā ā 0.06 ā The payment of future dividends is contingent upon our revenue and earnings, capital requirements and our general financial condition, as well as contractual restrictions and other considerations deemed relevant by the Board of Directors. ā The table below presents the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2021 and 2020 (in thousands, except per share amounts). ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2021 2020 2021 2020 Numerator: ā ā ā ā ā ā ā ā ā ā ā ā ā Net income attributable to Primoris ā $ 44,053 ā $ 43,941 ā $ 86,193 ā $ 73,163 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Denominator: ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares for computation of basic earnings per share: ā 53,769 ā 48,253 ā 52,354 ā 48,370 ā Dilutive effect of shares issued to independent directors ā 3 ā 3 ā 4 ā 5 ā Dilutive effect of restricted stock units ā 595 ā 318 ā 529 ā 337 ā Weighted average shares for computation of diluted earnings per share ā 54,367 ā 48,574 ā 52,887 ā 48,712 ā ā ā ā ā 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 ā ā ā ā Basic ā $ 0.82 ā $ 0.91 ā $ 1.65 ā $ 1.51 ā Diluted ā $ 0.81 ā $ 0.90 ā $ 1.63 ā $ 1.50 ā ā |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 13āStockholdersā Equity ā Common stock ā We issued 25,987 and 34,524 shares of common stock in the nine months ended September 30, 2021 and 2020, respectively, under our long-term retention plan (āLTR Planā). The shares were purchased by the participants in the LTR Plan with payment made to us of $0.5 million and $0.6 million in the nine months ended September 30, 2021 and 2020, respectively. Our LTR Plan for certain 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 the nine months ended September 30, 2021 were a portion of bonus amounts earned in 2020, and the number of shares purchased was calculated based on 75% of the average daily closing market price of our common stock during December 2020. The shares purchased in the nine months ended September 30, 2020 were for bonus amounts earned in 2019, and the number of shares was calculated at 75% of the average daily closing market price during December 2019. ā During the three months ended September 30, 2021 and 2020, we issued 7,328 and 9,086 shares of common stock, respectively as part of the quarterly compensation of the non-employee members of the Board of Directors. During the nine months ended September 30, 2021 and 2020, we issued 24,032 and 36,281 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. ā During the three and nine months ended September 30, 2021, 62,277 and 102,041 restricted stock units (āRSUsā), net of forfeitures for tax withholdings, respectively, were converted to common stock. During the three and nine months ended September 30, 2020, 41,119 and 54,635 RSUs, net of forfeitures for tax withholdings, respectively, were converted to common stock. ā In connection with the acquisition of FIH, we offered certain FIH employees the option to purchase shares of our common stock at a 15 percent discount of the closing market price of our common stock on the date of the acquisition. During the nine months ended September 30, 2021, such employees purchased 1,038,309 shares of common stock, net of forfeitures for tax withholdings, with payment made to us of $28.9 million, resulting in the recognition of $5.1 million in stock compensation expense included in Transaction and related costs in the Condensed Consolidated Statement of Income. ā Secondary Offering ā In March 2021, we entered into an underwriting agreement with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the underwriters, in connection with a public offering, pursuant to which we agreed to issue and sell 4,500,000 shares of common stock, par value $.0001 per share. The shares were offered and sold at a public offering price of $35.00 per share. Our gross proceeds of the offering, before deducting underwriting discounts, commissions and offering expenses, were approximately $157.5 million. Our net proceeds were approximately $149.3 million and were used to repay a portion of the borrowings incurred under our Amended Credit Agreement in connection with the acquisition of FIH. ā Share Repurchase Plan ā In February 2020, our Board of Directors authorized a $25.0 million share repurchase program. Under the share repurchase program, 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. In the three months ended September 30, 2020, we purchased and cancelled 174,698 shares of common stock, which in the aggregate equaled $3.1 million at an average share price of $17.80. In the nine months ended September 30, 2020, we purchased and cancelled 694,260 shares of common stock, which in the aggregate equaled $11.5 million at an average share price of $16.50. The share repurchase plan expired on December 31, 2020. ā |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Leases | Note 14āLeases ā We lease administrative and operational facilities, which are generally longer-term, project specific facilities or yards, and construction equipment under non-cancelable operating leases. 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 operating lease assets, accrued liabilities, and noncurrent operating lease liabilities on our Condensed Consolidated Balance Sheets. ā Operating lease assets and operating lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. In determining our lease term, we include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of future payments. Lease expense from minimum lease payments is recognized on a straight-line basis over the lease term. 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 lease expense are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā 2021 ā 2020 2021 ā ā 2020 Operating lease expense (1) ā $ 19,893 ā $ 22,652 ā $ 62,717 ā $ 68,784 ________________________________________ (1) Includes short-term leases which are immaterial. ā Our operating lease liabilities are reported on the Condensed Consolidated Balance Sheets as follows (in thousands): ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2021 ā ā 2020 Accrued liabilities ā $ 64,631 ā $ 73,033 Noncurrent operating lease liabilities, net of current portion ā 110,819 ā 137,913 ā ā $ 175,450 ā $ 210,946 ā |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 15āCommitments and Contingencies ā Legal proceedings ā 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 defenses to such claims and believes that the reasonably possible outcome of such claims will not, individually or in the aggregate, have a material adverse effect on our consolidated results of operations, financial condition or cash flow. ā Bonding ā ā |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2021 | |
Reportable Segments | |
Reportable Segments | Note 16āReportable Segments ā Through the end of 2020, we segregated our business into five reportable segments: the Power, Industrial and Engineering segment, the Pipeline and Underground segment, the Utilities and Distribution segment, the Transmission and Distribution segment, and the Civil segment. In the first quarter of 2021, we changed our reportable segments in connection with realignment of our internal organization and management structure. The segment changes reflect the focus of our CODM on the range of services we provide to our end user markets. Our CODM regularly reviews our operating and financial performance based on these new segments. ā The current reportable segments include the Utilities segment, the Energy/Renewables segment, and the Pipeline segment. Segment information for prior periods has been restated to conform to the new segment presentation. ā Each of our reportable segments is composed 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 Utilities segment operates throughout the United States and specializes in a range of services, including telecommunications and installation and maintenance of new and existing natural gas and electric utility distribution and transmission systems. ā The Energy/Renewables segment operates throughout the United States and in Canada and specializes in a range of services that include engineering, procurement, and construction, retrofits, highway and bridge construction, demolition, site work, soil stabilization, mass excavation, flood control, upgrades, repairs, outages, and maintenance services for entities in the renewable energy and energy storage, renewable fuels, and petroleum and petrochemical industries, as well as state departments of transportation. 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 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 CODM as defined by ASC 280 does not review or allocate resources based on segment assets. ā Segment Revenue ā Revenue by segment was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, ā ā 2021 ā 2020 ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Total ā ā ā ā Total Segment Revenue Revenue Revenue Revenue Utilities ā $ 454,654 49.8% ā $ 413,205 43.8% Energy/Renewables ā ā 351,026 ā 38.4% ā ā 315,115 ā 33.5% Pipeline ā 107,565 11.8% ā 214,380 22.7% Total ā $ 913,245 100.0% ā $ 942,700 100.0% ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, ā ā 2021 ā 2020 ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Total ā ā ā ā Total Segment Revenue Revenue Revenue Revenue Utilities ā $ 1,215,087 46.5% ā $ 1,003,282 38.7% Energy/Renewables ā ā 1,038,900 ā 39.8% ā ā 895,415 ā 34.5% Pipeline ā 359,197 13.7% ā 695,462 26.8% Total ā $ 2,613,184 100.0% ā $ 2,594,159 100.0% ā ā Segment Gross Profit ā Gross profit by segment was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, ā ā 2021 ā 2020 ā ā ā % of ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment Segment ā Gross Profit ā Revenue ā Gross Profit ā Revenue Utilities ā $ 63,715 14.0% ā $ 68,135 16.5% Energy/Renewables ā ā 35,926 ā 10.2% ā ā 27,501 ā 8.7% Pipeline ā 27,795 25.8% ā 28,045 13.1% Total ā $ 127,436 14.0% ā $ 123,681 13.1% ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, ā ā 2021 ā 2020 ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment Segment Gross Profit Revenue Gross Profit Revenue Utilities ā $ 134,280 11.1% ā $ 130,286 13.0% Energy/Renewables ā ā 111,825 ā 10.8% ā ā 70,605 ā 7.9% Pipeline ā 74,538 20.8% ā 71,567 10.3% Total ā $ 320,643 12.3% ā $ 272,458 10.5% ā Segment Goodwill ā The amount of goodwill recorded by each segment at September 30, 2021 and at December 31, 2020 is presented in Note 7 ā ā Goodwill and Intangible Assetsā ā Geographic Region ā Revenue and Total Assets ā The majority of our revenue is derived from customers in the United States with approximately 4.4% and 3.5% generated from sources outside of the United States during the nine months ended September 30, 2021 and 2020, respectively, principally in Canada. At September 30, 2021 and December 31, 2020, approximately 3.8% and 3.9%, respectively, of total assets were located outside of the United States, principally in Canada. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Event | |
Subsequent Event | Note 17āSubsequent Events ā Cash Dividend ā On November 3, 2021, the Board of Directors declared a cash dividend of $0.06 per share of common stock for stockholders of record as of December 31, 2021, payable on or about January 14, 2022. ā Share Repurchase Plan ā On November 3, 2021, our Board of Directors authorized a $25.0 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. The share repurchase plan expires on December 31, 2022. ā |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation | |
Reclassification | Reclassification |
Revenue recognition | We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts, each of which has a different risk profile. A substantial portion of our revenue is derived from contracts where scope is adequately defined, and therefore we can reasonably estimate total contract value. For these contracts, revenue 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 certain contracts, where scope is not adequately defined and we canāt reasonably estimate total contract value, 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 September 30, 2021, we had $1.4 billion of remaining performance obligations. We expect to recognize approximately 77% of our remaining performance obligations as revenue during the next 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, politics and any prevailing impacts from the pandemic caused by the coronavirus 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 three and nine months ended September 30, 2021, revenue recognized from performance obligations satisfied in previous periods was $23.8 million and $60.2 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 the reversal of 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 Condensed Consolidated Balance Sheets. For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. ā At September 30, 2021, we had approximately $84.1 million of unapproved contract modifications included in the aggregate transaction prices. These contract modifications were in the process of being negotiated in the normal course of business. Approximately $72.4 million of the contract modifications had been recognized as revenue on a cumulative catch-up basis through September 30, 2021. 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 Condensed Consolidated Balance Sheets represents the following: ā ā unbilled revenue, which arises 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. |
Customer concentration | Customer concentration customers in any one calendar year generate revenue that is approximately 50% of total revenue; however, the companies that comprise the top ten vary from year to year. ā For the three and nine months ended September 30, 2021, approximately 45.6% and 43.3%, respectively, of total revenue was generated from our top ten customers and no one customer accounted for more than ten percent of our total revenue. ā For the three and nine months ended September 30, 2020, approximately 49.2% and 49.3%, respectively, of total revenue was generated from our top ten customers. For the three months ended September 30, 2020 no one customer accounted for more than 10% of total revenue and for the nine months ended September 30, 2020, one pipeline customer represented approximately 10.5% of total revenue. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Topic 820, our financial assets and liabilities that are required to be measured at fair value at September 30, 2021 and December 31, 2020 (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 September 30, 2021: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 199,025 $ ā $ ā ā Liabilities as of September 30, 2021: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 6,022 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, 2020: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 326,744 $ ā $ ā ā Liabilities as of December 31, 2020: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 9,205 ā $ ā ā |
Acquisitions (Tables)
Acquisitions (Tables) - FIH | 9 Months Ended |
Sep. 30, 2021 | |
Acquisitions | |
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 $ 615,249 ā Less cash acquired ā ā (10,525) ā Net cash paid ā $ 604,724 ā ā ā ā ā ā ā Preliminary identifiable assets acquired and liabilities assumed (in thousands) ā ā ā ā Cash and cash equivalents ā $ 10,525 ā Accounts receivable ā ā 55,470 ā Contract assets ā ā 32,676 ā Prepaid expenses and other current assets ā ā 483 ā Property, plant and equipment ā ā 56,926 ā Operating lease assets ā ā 13,105 ā Intangible assets: ā ā ā Customer relationships ā ā 118,000 ā Tradename ā ā 4,400 ā Other long-term assets ā 6,976 ā Accounts payable and accrued liabilities ā ā (29,673) ā Contract liabilities ā ā (2,671) ā Long-term debt (including current portion) ā ā (959) ā Noncurrent operating lease liabilities, net of current ā ā (10,975) ā Other long-term liabilities ā ā (8,612) ā Total identifiable net assets ā ā 245,671 ā Goodwill ā ā 369,578 ā Total purchase consideration ā $ 615,249 ā |
Schedule of pro forma results | 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, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2021 2020 2021 2020 ā ā (unaudited) ā (unaudited) ā (unaudited) ā (unaudited) ā Revenue ā $ 913,245 ā $ 1,029,444 ā $ 2,617,630 ā $ 2,846,770 ā Income before provision for income taxes ā ā 62,300 ā ā 67,680 ā ā 129,601 ā ā 103,315 ā Net income attributable to Primoris ā ā 45,165 ā ā 48,052 ā ā 93,956 ā ā 73,348 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding: ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 53,769 ā 49,291 ā 52,407 ā 49,408 ā Diluted ā 54,367 ā 49,739 ā 54,946 ā 49,817 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 ā $ 0.84 ā $ 0.97 ā $ 1.79 ā $ 1.48 ā Diluted ā ā 0.83 ā ā 0.97 ā ā 1.71 ā ā 1.47 ā |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Schedule of contract assets | Contract assets consist of the following (in thousands): ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2021 2020 Unbilled revenue ā $ 273,849 ā $ 192,176 Retention receivable ā ā 117,255 ā ā 115,877 Contract materials (not yet installed) ā 20,158 ā 17,796 ā ā $ 411,262 ā $ 325,849 |
Schedule of contract liabilities | Contract liabilities consist of the following (in thousands): ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2021 2020 Deferred revenue ā $ 194,373 ā $ 252,781 Accrued loss provision ā 7,743 ā 14,446 ā ā $ 202,116 ā $ 267,227 |
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 For the three months ended September 30, 2021 Segment ā MSA ā Non-MSA ā Total Utilities ā $ 410,041 ā $ 44,613 ā $ 454,654 Energy/Renewables ā ā 41,133 ā ā 309,893 ā ā 351,026 Pipeline ā 15,457 ā ā 92,108 ā ā 107,565 Total ā $ 466,631 $ 446,614 $ 913,245 ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, 2020 Segment ā MSA Non-MSA Total Utilities ā $ 319,411 $ 93,794 413,205 Energy/Renewables ā ā 35,921 ā ā 279,194 ā ā 315,115 Pipeline ā 29,403 184,977 ā 214,380 Total ā $ 384,735 $ 557,965 $ 942,700 ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2021 Segment MSA Non-MSA Total Utilities ā $ 1,039,743 ā $ 175,344 ā $ 1,215,087 Energy/Renewables ā ā 126,997 ā ā 911,903 ā ā 1,038,900 Pipeline ā 51,354 ā ā 307,843 ā ā 359,197 Total ā $ 1,218,094 $ 1,395,090 $ 2,613,184 ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2020 Segment MSA Non-MSA Total Utilities ā $ 780,453 $ 222,829 $ 1,003,282 Energy/Renewables ā ā 101,049 ā ā 794,366 ā ā 895,415 Pipeline ā 108,952 586,510 ā 695,462 Total ā $ 990,454 $ 1,603,705 $ 2,594,159 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 For the three months ended September 30, 2021 Segment ā Fixed-price ā Unit-price ā Cost reimbursable (1) ā Total Utilities ā $ 33,280 ā $ 311,191 ā $ 110,183 ā $ 454,654 Energy/Renewables ā ā 212,956 ā ā 65,904 ā ā 72,166 ā ā 351,026 Pipeline ā 68,232 ā ā 1,142 ā ā 38,191 ā ā 107,565 Total ā $ 314,468 $ 378,237 $ 220,540 $ 913,245 (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 For the three months ended September 30, 2020 Segment ā Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 30,597 $ 254,743 $ 127,865 $ 413,205 Energy/Renewables ā ā 79,496 ā ā 81,754 ā ā 153,865 ā ā 315,115 Pipeline ā 152,301 45,627 16,452 214,380 Total ā $ 262,394 $ 382,124 $ 298,182 $ 942,700 (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 ā For the nine months ended September 30, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 90,142 ā ā 844,314 ā ā 280,631 ā $ 1,215,087 Energy/Renewables ā ā 564,552 ā $ 231,715 ā $ 242,633 ā ā 1,038,900 Pipeline ā 272,501 ā ā 2,776 ā ā 83,920 ā ā 359,197 Total ā $ 927,195 $ 1,078,805 $ 607,184 $ 2,613,184 (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 For the nine months ended September 30, 2020 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 111,848 $ 676,197 $ 215,237 $ 1,003,282 Energy/Renewables ā ā 380,907 ā ā 252,142 ā ā 262,366 ā ā 895,415 Pipeline ā 191,652 277,788 226,022 695,462 Total ā $ 684,407 $ 1,206,127 $ 703,625 $ 2,594,159 (1) Includes time and material and cost reimbursable plus fee contracts. ā |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets | |
Summary of intangible asset categories, amounts and the average amortization periods | The change in goodwill by segment for the nine months ended September 30, 2021 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Utilities ā Energy/Renewables ā Pipeline ā Total Balance at December 31, 2020 ā $ 96,344 ā $ 66,344 ā $ 52,415 ā $ 215,103 Goodwill acquired during the period ā 369,578 ā ā ā ā ā ā ā ā 369,578 Balance at September 30, 2021 ā $ 465,922 ā $ 66,344 ā $ 52,415 ā $ 584,681 ā The table below summarizes the intangible asset categories and amounts, which are amortized 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 September 30, 2021 ā December 31, 2020 ā Gross Carrying Accumulated Intangible assets, net Gross Carrying Accumulated Intangible assets, net Tradename $ 20,440 ā ā (18,408) ā ā 2,032 ā $ 16,040 ā $ (14,793) ā $ 1,247 Customer relationships 211,227 ā ā (41,176) ā ā 170,051 ā 91,000 ā (31,400) ā 59,600 Non-compete agreements 1,900 ā ā (1,818) ā ā 82 ā 1,900 ā (1,735) ā 165 Total $ 233,567 ā $ (61,402) ā $ 172,165 ā $ 108,940 ā $ (47,928) ā $ 61,012 |
Schedule of estimated future amortization expense for intangible assets | Estimated future amortization expense for intangible assets is as follows (in thousands): ā ā ā ā ā ā ā Estimated ā ā Intangible ā ā Amortization For the Years Ending December 31, Expense 2021 (remaining three months) ā $ 4,645 2022 ā ā 13,218 2023 ā 12,200 2024 ā 11,481 2025 ā 10,759 Thereafter ā 119,862 ā ā $ 172,165 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, ā December 31, ā 2021 2020 Payroll and related employee benefits ā $ 117,533 ā $ 81,088 Current operating lease liability ā ā 64,631 ā ā 73,033 Casualty insurance reserves ā 5,069 ā 8,365 Corporate income taxes and other taxes ā 28,177 ā 13,783 Other ā 18,594 ā 24,404 ā ā $ 234,004 ā $ 200,673 |
Credit Arrangements (Tables)
Credit Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Credit Arrangements | |
Schedule of long-term debt and credit facilities | Long term debt and credit facilities consists of the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2021 2020 Term loan ā $ 527,688 ā $ 192,500 Commercial equipment notes ā ā 117,558 ā ā 85,783 Mortgage notes ā 37,798 ā 38,795 Total debt ā ā 683,044 ā ā 317,078 Unamortized debt issuance costs ā ā (4,460) ā ā (521) Total debt, net ā $ 678,584 ā $ 316,557 Less: current portion ā (68,028) ā (47,722) Long-term debt, net of current portion ā $ 610,556 ā $ 268,835 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Condensed Consolidated Balance Sheets (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā Balance Sheet Location ā 2021 ā 2020 Interest rate swap ā Other long-term liabilities ā $ 6,022 ā $ 9,205 ā |
Schedule of derivative instruments within the Condensed Consolidated Statements of Income | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Nine Months Ended ā ā ā Location of (Gain) Loss Recognized ā September 30, ā September 30, ā ā on Derivatives 2021 2020 ā 2021 2020 Interest rate swap Interest expense ā $ 83 ā $ (11) ā $ (154) ā $ 6,262 ā ā |
Dividends and Earnings Per Sh_2
Dividends and Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Dividends and Earnings Per Share | |
Schedule of cash dividends paid or declared | We paid cash dividends during 2021 and 2020 as follows: ā ā ā ā ā ā ā ā ā Declaration Date Record Date Date Paid Amount Per Share February 21, 2020 ā March 31, 2020 ā April 15, 2020 ā $ 0.06 May 1, 2020 ā June 30, 2020 ā July 15, 2020 ā ā 0.06 July 31, 2020 ā September 30, 2020 ā October 15, 2020 ā ā 0.06 November 5, 2020 ā December 31, 2020 ā January 15, 2021 ā ā 0.06 February 19, 2021 ā March 31, 2021 ā April 15, 2021 ā ā 0.06 May 4, 2021 ā June 30, 2021 ā July 15, 2021 ā ā 0.06 August 3, 2021 ā September 30, 2021 ā October 15, 2021 ā ā 0.06 |
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 three and nine months ended September 30, 2021 and 2020 (in thousands, except per share amounts). ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2021 2020 2021 2020 Numerator: ā ā ā ā ā ā ā ā ā ā ā ā ā Net income attributable to Primoris ā $ 44,053 ā $ 43,941 ā $ 86,193 ā $ 73,163 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Denominator: ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares for computation of basic earnings per share: ā 53,769 ā 48,253 ā 52,354 ā 48,370 ā Dilutive effect of shares issued to independent directors ā 3 ā 3 ā 4 ā 5 ā Dilutive effect of restricted stock units ā 595 ā 318 ā 529 ā 337 ā Weighted average shares for computation of diluted earnings per share ā 54,367 ā 48,574 ā 52,887 ā 48,712 ā ā ā ā ā 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 ā ā ā ā Basic ā $ 0.82 ā $ 0.91 ā $ 1.65 ā $ 1.51 ā Diluted ā $ 0.81 ā $ 0.90 ā $ 1.63 ā $ 1.50 ā |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Summary of components of lease expense | The components of lease expense are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā 2021 ā 2020 2021 ā ā 2020 Operating lease expense (1) ā $ 19,893 ā $ 22,652 ā $ 62,717 ā $ 68,784 ________________________________________ (1) Includes short-term leases which are immaterial. |
Summary of operating lease liabilities | Our operating lease liabilities are reported on the Condensed Consolidated Balance Sheets as follows (in thousands): ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2021 ā ā 2020 Accrued liabilities ā $ 64,631 ā $ 73,033 Noncurrent operating lease liabilities, net of current portion ā 110,819 ā 137,913 ā ā $ 175,450 ā $ 210,946 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reportable Segments | |
Schedule of revenue and gross profit by segment | Segment Revenue ā Revenue by segment was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, ā ā 2021 ā 2020 ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Total ā ā ā ā Total Segment Revenue Revenue Revenue Revenue Utilities ā $ 454,654 49.8% ā $ 413,205 43.8% Energy/Renewables ā ā 351,026 ā 38.4% ā ā 315,115 ā 33.5% Pipeline ā 107,565 11.8% ā 214,380 22.7% Total ā $ 913,245 100.0% ā $ 942,700 100.0% ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, ā ā 2021 ā 2020 ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Total ā ā ā ā Total Segment Revenue Revenue Revenue Revenue Utilities ā $ 1,215,087 46.5% ā $ 1,003,282 38.7% Energy/Renewables ā ā 1,038,900 ā 39.8% ā ā 895,415 ā 34.5% Pipeline ā 359,197 13.7% ā 695,462 26.8% Total ā $ 2,613,184 100.0% ā $ 2,594,159 100.0% ā ā Segment Gross Profit ā Gross profit by segment was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, ā ā 2021 ā 2020 ā ā ā % of ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment Segment ā Gross Profit ā Revenue ā Gross Profit ā Revenue Utilities ā $ 63,715 14.0% ā $ 68,135 16.5% Energy/Renewables ā ā 35,926 ā 10.2% ā ā 27,501 ā 8.7% Pipeline ā 27,795 25.8% ā 28,045 13.1% Total ā $ 127,436 14.0% ā $ 123,681 13.1% ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, ā ā 2021 ā 2020 ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment Segment Gross Profit Revenue Gross Profit Revenue Utilities ā $ 134,280 11.1% ā $ 130,286 13.0% Energy/Renewables ā ā 111,825 ā 10.8% ā ā 70,605 ā 7.9% Pipeline ā 74,538 20.8% ā 71,567 10.3% Total ā $ 320,643 12.3% ā $ 272,458 10.5% |
Nature of Business (Details)
Nature of Business (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Nature of Business | ||
Number of reportable segments | 3 | 5 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021customer | Sep. 30, 2020 | Sep. 30, 2021customeritem | Sep. 30, 2020 | |
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% | |||
Revenues | Customer concentration | Top ten customers | ||||
Customer concentration | ||||
Number of top customers | 10 | 10 | 10 | 10 |
Percentage of concentration risk | 45.60% | 49.20% | 43.30% | 49.30% |
Revenues | Customer concentration | Pipeline Customer | ||||
Customer concentration | ||||
Percentage of concentration risk | 10.50% | |||
Number of customers | 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash and cash equivalents | $ 199,025 | $ 326,744 |
Interest rate swap | Significant Other Observable Inputs (Level2) | ||
Liabilities | ||
Derivative liability | $ 6,022 | $ 9,205 |
Acquisitions - 2021 Acquisition
Acquisitions - 2021 Acquisitions (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Acquisitions | ||||||||
Net cash paid | $ 606,974 | |||||||
Fair value of net assets acquired | ||||||||
Goodwill | $ 584,681 | $ 584,681 | 584,681 | $ 584,681 | $ 215,103 | |||
Transaction and related costs | 447 | $ 117 | $ 14,823 | $ 154 | ||||
Employees of Future Infrastructure Holdings, LLC | ||||||||
Fair value of net assets acquired | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date | 15.00% | |||||||
FIH | ||||||||
Acquisitions | ||||||||
Reduction in purchase consideration | (6,500) | |||||||
Adjustments to goodwill | $ (4,200) | |||||||
Total purchase consideration | $ 615,249 | |||||||
Less cash acquired | (10,525) | |||||||
Net cash paid | 604,724 | |||||||
Fair value of net assets acquired | ||||||||
Cash and cash equivalents | 10,525 | |||||||
Accounts receivable | 55,470 | |||||||
Contract assets | 32,676 | |||||||
Prepaid expenses and other current assets | 483 | |||||||
Property, plant and equipment | 56,926 | |||||||
Operating lease assets | 13,105 | |||||||
Other long-term assets | 6,976 | |||||||
Accounts payable and accrued liabilities | (29,673) | |||||||
Contract liabilities | (2,671) | |||||||
Long-term debt (including current portion) | (959) | |||||||
Noncurrent operating lease liabilities, net of current | (10,975) | |||||||
Other long-term liabilities | (8,612) | |||||||
Total identifiable net assets | 245,671 | |||||||
Goodwill | $ 369,578 | |||||||
Goodwill is expected to be deductible for income tax purposes (in years) | 15 years | |||||||
Revenue since acquisition | 65,100 | 198,500 | ||||||
Gross profit since acquisition | 11,400 | $ 32,000 | ||||||
Transaction and related costs | $ 400 | $ 14,200 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date | 15.00% | |||||||
FIH | Customer relationships | ||||||||
Fair value of net assets acquired | ||||||||
Intangibles assets | $ 118,000 | |||||||
Useful life | 19 years | |||||||
FIH | Tradenames | ||||||||
Fair value of net assets acquired | ||||||||
Intangibles assets | $ 4,400 | |||||||
Useful life | 1 year |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Pro forma results | ||||
Tax rate | 27.50% | 29.00% | 27.50% | 29.00% |
Revenue | $ 913,245 | $ 1,029,444 | $ 2,617,630 | $ 2,846,770 |
Income before provision for income taxes | 62,300 | 67,680 | 129,601 | 103,315 |
Net income attributable to Primoris | $ 45,165 | $ 48,052 | $ 93,956 | $ 73,348 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 53,769 | 49,291 | 52,407 | 49,408 |
Diluted (in shares) | 54,367 | 49,739 | 54,946 | 49,817 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.84 | $ 0.97 | $ 1.79 | $ 1.48 |
Diluted (in dollars per share) | $ 0.83 | $ 0.97 | $ 1.71 | $ 1.47 |
Revenue - Performance obligatio
Revenue - Performance obligations (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Revenue | ||
Remaining performance obligations | $ 1,400 | $ 1,400 |
Revenue recognized from performance obligations satisfied in previous periods | 23.8 | 60.2 |
Amount of contract modifications included in the expected contract value. | $ 84.1 | 84.1 |
Amount of unapproved contract modifications recognized as revenue on a cumulative catch-up basis | $ 72.4 |
Revenue - Performance obligat_2
Revenue - Performance obligations - 2021 (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | 9 Months Ended |
Sep. 30, 2021 | |
Revenue expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 12 months |
Percentage of remaining performance obligation expected to be recognized in period | 77.00% |
Revenue - Contract assets (Deta
Revenue - Contract assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Unbilled revenue | $ 273,849 | $ 192,176 |
Retention receivable | 117,255 | 115,877 |
Contract materials (not yet installed) | 20,158 | 17,796 |
Contract assets | 411,262 | $ 325,849 |
Increase (decrease) in contract assets | 85,400 | |
FIH | ||
Unbilled revenue | $ 23,700 |
Revenue - Contract liabilities
Revenue - Contract liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue | ||
Deferred revenue | $ 194,373 | $ 252,781 |
Accrued loss provision | 7,743 | 14,446 |
Contract liabilities | 202,116 | $ 267,227 |
Increase in contract liabilities | 65,100 | |
Revenue recognized included in contract liability at beginning of period | $ 243,400 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue by customer type and contract type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue | ||||
Revenue | $ 913,245 | $ 942,700 | $ 2,613,184 | $ 2,594,159 |
Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 314,468 | 262,394 | 927,195 | 684,407 |
Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 378,237 | 382,124 | 1,078,805 | 1,206,127 |
Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 220,540 | 298,182 | 607,184 | 703,625 |
MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 466,631 | 384,735 | 1,218,094 | 990,454 |
Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 446,614 | 557,965 | 1,395,090 | 1,603,705 |
Utilities | ||||
Disaggregation of Revenue | ||||
Revenue | 454,654 | 413,205 | 1,215,087 | 1,003,282 |
Utilities | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 33,280 | 30,597 | 90,142 | 111,848 |
Utilities | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 311,191 | 254,743 | 844,314 | 676,197 |
Utilities | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 110,183 | 127,865 | 280,631 | 215,237 |
Utilities | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 410,041 | 319,411 | 1,039,743 | 780,453 |
Utilities | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 44,613 | 93,794 | 175,344 | 222,829 |
Energy/Renewables | ||||
Disaggregation of Revenue | ||||
Revenue | 351,026 | 315,115 | 1,038,900 | 895,415 |
Energy/Renewables | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 212,956 | 79,496 | 564,552 | 380,907 |
Energy/Renewables | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 65,904 | 81,754 | 231,715 | 252,142 |
Energy/Renewables | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 72,166 | 153,865 | 242,633 | 262,366 |
Energy/Renewables | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 41,133 | 35,921 | 126,997 | 101,049 |
Energy/Renewables | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 309,893 | 279,194 | 911,903 | 794,366 |
Pipeline Services | ||||
Disaggregation of Revenue | ||||
Revenue | 107,565 | 214,380 | 359,197 | 695,462 |
Pipeline Services | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 68,232 | 152,301 | 272,501 | 191,652 |
Pipeline Services | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 1,142 | 45,627 | 2,776 | 277,788 |
Pipeline Services | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 38,191 | 16,452 | 83,920 | 226,022 |
Pipeline Services | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 15,457 | 29,403 | 51,354 | 108,952 |
Pipeline Services | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | $ 92,108 | $ 184,977 | $ 307,843 | $ 586,510 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill | |
Goodwill, Beginning Balance | $ 215,103 |
Goodwill acquired during the period | 369,578 |
Goodwill, Ending Balance | 584,681 |
Utilities | |
Goodwill | |
Goodwill, Beginning Balance | 96,344 |
Goodwill acquired during the period | 369,578 |
Goodwill, Ending Balance | 465,922 |
Energy/Renewables | |
Goodwill | |
Goodwill, Beginning Balance | 66,344 |
Goodwill, Ending Balance | 66,344 |
Pipeline Services | |
Goodwill | |
Goodwill, Beginning Balance | 52,415 |
Goodwill, Ending Balance | $ 52,415 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Intangible assets | |||||
Gross Carrying Amount | $ 233,567 | $ 233,567 | $ 108,940 | ||
Accumulated Amortization | (61,402) | (61,402) | (47,928) | ||
Intangible assets, net | 172,165 | 172,165 | 61,012 | ||
Amortization expense of intangible assets | 4,600 | $ 2,200 | 13,500 | $ 6,800 | |
Tradenames | |||||
Intangible assets | |||||
Gross Carrying Amount | 20,440 | 20,440 | 16,040 | ||
Accumulated Amortization | (18,408) | (18,408) | (14,793) | ||
Intangible assets, net | 2,032 | 2,032 | 1,247 | ||
Customer relationships | |||||
Intangible assets | |||||
Gross Carrying Amount | 211,227 | 211,227 | 91,000 | ||
Accumulated Amortization | (41,176) | (41,176) | (31,400) | ||
Intangible assets, net | 170,051 | 170,051 | 59,600 | ||
Non-compete agreements | |||||
Intangible assets | |||||
Gross Carrying Amount | 1,900 | 1,900 | 1,900 | ||
Accumulated Amortization | (1,818) | (1,818) | (1,735) | ||
Intangible assets, net | $ 82 | $ 82 | $ 165 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Estimated future amortization expense for intangible assets | ||
2021 (remaining six months) | $ 4,645 | |
2022 | 13,218 | |
2023 | 12,200 | |
2024 | 11,481 | |
2025 | 10,759 | |
Thereafter | 119,862 | |
Intangible assets, net | $ 172,165 | $ 61,012 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities | ||
Retention amounts included in accounts payable | $ 18,200 | $ 12,600 |
Accrued liabilities | ||
Payroll and related employee benefits | 117,533 | 81,088 |
Current operating lease liability | 64,631 | 73,033 |
Casualty insurance reserves | 5,069 | 8,365 |
Corporate income taxes and other taxes | 28,177 | 13,783 |
Other | 18,594 | 24,404 |
Total accrued liabilities | $ 234,004 | $ 200,673 |
Credit Arrangements (Details)
Credit Arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Credit arrangements | ||
Total debt | $ 683,044 | $ 317,078 |
Unamortized debt issuance costs | (4,460) | (521) |
Total debt, net | 678,584 | 316,557 |
Current portion of long-term debt | (68,028) | (47,722) |
Long-term debt, net of current portion | 610,556 | 268,835 |
Term Loan | ||
Credit arrangements | ||
Total debt | 527,688 | 192,500 |
Commercial equipment notes | ||
Credit arrangements | ||
Total debt | 117,558 | 85,783 |
Mortgages | ||
Credit arrangements | ||
Total debt | $ 37,798 | $ 38,795 |
Credit Arrangements - Narrative
Credit Arrangements - Narrative (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Sep. 18, 2018 | Aug. 03, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2017 |
Credit arrangements | ||||||||
Weighted average interest rate (as a percent) | 2.80% | 3.70% | ||||||
Unamortized Debt Issuance Expense | $ 4,460 | $ 521 | ||||||
Repayments of Long-term Debt | 96,473 | $ 56,321 | ||||||
Aggregate principal amount | 678,584 | $ 316,557 | ||||||
Revolving Credit Facility | ||||||||
Credit arrangements | ||||||||
Maximum borrowing capacity | $ 200,000 | |||||||
Potential increase per the agreement | 75,000 | |||||||
Borrowings outstanding | 0 | |||||||
Commercial letters of credit | ||||||||
Credit arrangements | ||||||||
Maximum borrowing capacity | $ 200,000 | |||||||
Letters of credit outstanding | 44,500 | |||||||
Credit Agreement | ||||||||
Credit arrangements | ||||||||
Potential increase per the agreement | $ 75,000 | |||||||
Unamortized Debt Issuance Expense | $ 4,700 | |||||||
Percentage of credit agreement, threshold restriction of total assets | 20.00% | |||||||
Prepayment to be paid on debt | $ 5,000 | |||||||
Credit Agreement | Federal funds rate | ||||||||
Credit arrangements | ||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||
Credit Agreement | Revolving Credit Facility | ||||||||
Credit arrangements | ||||||||
Maximum borrowing capacity | $ 200,000 | |||||||
Available borrowing capacity | 155,500 | |||||||
Credit Agreement | Commercial letters of credit | ||||||||
Credit arrangements | ||||||||
Maximum borrowing capacity | $ 200,000 | |||||||
Term Loan | ||||||||
Credit arrangements | ||||||||
Principal amount | $ 220,000 | |||||||
Quarterly principal payment | $ 7,400 | |||||||
Interest rate swap agreement | 75.00% | |||||||
Derivative fixed interest rate (as a percent) | 2.89% | |||||||
Repayments of Long-term Debt | $ 42,600 | |||||||
Increases of term loan | 400,000 | |||||||
Aggregate principal amount | $ 592,500 | |||||||
Term Loan | LIBOR | ||||||||
Credit arrangements | ||||||||
Interest margin | 2.00% |
Credit Arrangements - Canadian
Credit Arrangements - Canadian Credit Facilities (Details) $ in Millions, $ in Millions | Sep. 30, 2021CAD ($) | Sep. 30, 2021USD ($) | Jan. 15, 2021USD ($) |
Commercial letters of credit | |||
Credit arrangements | |||
Maximum borrowing capacity | $ 200 | ||
Letters of credit outstanding | $ 44.5 | ||
Canadian Credit Facility | |||
Credit arrangements | |||
Maximum borrowing capacity | $ 4 | ||
Available borrowing capacity | 3.5 | ||
Canadian Credit Facility | Commercial letters of credit | |||
Credit arrangements | |||
Letters of credit outstanding | 0.5 | ||
Working Capital Credit Facility | |||
Credit arrangements | |||
Maximum borrowing capacity | 10 | ||
Available borrowing capacity | 10 | ||
Borrowings outstanding | $ 0 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021USD ($)instrument | Dec. 31, 2020USD ($) | Sep. 13, 2018USD ($) | |
Derivative Instruments | |||
Number of Instruments used for trading | instrument | 0 | ||
Interest rate swap | |||
Derivative Instruments | |||
Notional Amount | $ | $ 137.2 | $ 144.4 | $ 165 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative contract and instruments (Details) - Interest rate swap - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Interest expense | |||||
Derivative Instruments | |||||
Amount of loss recognized on derivatives, net | $ 83 | $ (11) | $ (154) | $ 6,262 | |
Other long-term liabilities | |||||
Derivative Instruments | |||||
Liability Derivatives | $ 6,022 | $ 6,022 | $ 9,205 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes | ||
Effective tax rate on income | 27.50% | 29.00% |
U.S. federal statutory income tax rate (as a percent) | 21.00% | 21.00% |
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 | |
Deferred FICA tax payments reserve | $ 43.2 |
Dividends and Earnings Per Sh_3
Dividends and Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Nov. 05, 2020 | Jul. 31, 2020 | May 01, 2020 | Feb. 21, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Dividends and Earnings Per Share | |||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
Numerator: | |||||||||||
Net (loss) income attributable to Primoris | $ 44,053 | $ 43,941 | $ 86,193 | $ 73,163 | |||||||
Denominator: | |||||||||||
Weighted average shares for computation of basic earnings per share | 53,769 | 48,253 | 52,354 | 48,370 | |||||||
Dilutive effect of shares issued to independent directors | 3 | 3 | 4 | 5 | |||||||
Dilutive effect of restricted stock units | 595 | 318 | 529 | 337 | |||||||
Weighted average shares for computation of diluted earnings per share | 54,367 | 48,574 | 52,887 | 48,712 | |||||||
Earnings (loss) per share attributable to Primoris: | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.82 | $ 0.91 | $ 1.65 | $ 1.51 | |||||||
Diluted earnings per share (in dollars per share) | $ 0.81 | $ 0.90 | $ 1.63 | $ 1.50 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Common Stock | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 41,119 | 54,635 | ||
Proceeds from issuance of common stock | $ 178,707 | $ 578 | ||
Employees of Future Infrastructure Holdings, LLC | ||||
Common Stock | ||||
Discounted price from the average December market price at which shares purchased by participants in LTR Plan (as a percent) | 15.00% | |||
Issuance of shares, net of issuance costs (Shares) | 1,038,309 | |||
Proceeds from issuance of common stock | $ 28,900 | |||
Compensation expense recognized | $ 5,100 | |||
Restricted Stock Units | ||||
Common Stock | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 102,041 | 102,041 | ||
LTR Plan | ||||
Common Stock | ||||
Shares of common stock issued under the long-term incentive plan | 25,987 | 34,524 | ||
Amount received in exchange for shares of common stock under a long term incentive plan | $ 500 | $ 600 | ||
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75.00% | 75.00% | ||
Equity Plan | Independent Directors | ||||
Common Stock | ||||
Shares of common stock issued as a part of quarterly compensation of non-employee members of the Board of Directors | 7,328 | 9,086 | 24,032 | 36,281 |
Stockholders' Equity - Secondar
Stockholders' Equity - Secondary Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Feb. 29, 2020 | |
Common Stock | ||||||
Proceeds from issuance of common stock | $ 178,707 | $ 578 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Share repurchase plan | ||||||
Aggregate purchase price up to which shares can be acquired under share repurchase program | $ 25,000 | |||||
Number of shares purchased under share repurchase program | 174,698 | 694,260 | ||||
Amount paid for shares purchased under share repurchase program | $ 3,100 | $ 11,500 | ||||
Amount paid for shares purchased and cancelled under share repurchase program (per share) | $ 17.80 | $ 16.50 | ||||
Secondary offering | ||||||
Common Stock | ||||||
Issuance of shares, net of issuance costs (Shares) | 4,500,000 | |||||
Proceeds from issuance of common stock | $ 149,300 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Share price (in dollars per share) | $ 35 | |||||
Proceeds from Issuance of Common Stock Gross | $ 157,500 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Options to extend leases | true | ||||
Components of lease expense | |||||
Operating lease expense | $ 19,893 | $ 22,652 | $ 62,717 | $ 68,784 | |
Operating lease liabilities | |||||
Accrued liabilities | $ 64,631 | $ 64,631 | $ 73,033 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current | Accrued Liabilities, Current | ||
Noncurrent operating lease liabilities, net of current portion | $ 110,819 | $ 110,819 | $ 137,913 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Noncurrent operating lease liabilities, net of current portion | Noncurrent operating lease liabilities, net of current portion | Noncurrent operating lease liabilities, net of current portion | ||
Operating lease liabilities | $ 175,450 | $ 175,450 | $ 210,946 | ||
Maximum | |||||
Renewal term | 5 years | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Legal (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies. | ||
Bid and completion bonds issued and outstanding | $ 2.9 | $ 3.2 |
Remaining performance obligation on the bonded projects. | $ 704.5 | $ 696 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020segment | |
Segment reporting information | |||||
Number of reportable segments | segment | 3 | 5 | |||
Revenue | $ 913,245 | $ 942,700 | $ 2,613,184 | $ 2,594,159 | |
% of Total Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Gross Profit | $ 127,436 | $ 123,681 | $ 320,643 | $ 272,458 | |
% of Revenue | 14.00% | 13.10% | 12.30% | 10.50% | |
Utilities | |||||
Segment reporting information | |||||
Revenue | $ 454,654 | $ 413,205 | $ 1,215,087 | $ 1,003,282 | |
% of Total Revenue | 49.80% | 43.80% | 46.50% | 38.70% | |
Gross Profit | $ 63,715 | $ 68,135 | $ 134,280 | $ 130,286 | |
% of Revenue | 14.00% | 16.50% | 11.10% | 13.00% | |
Energy/Renewables | |||||
Segment reporting information | |||||
Revenue | $ 351,026 | $ 315,115 | $ 1,038,900 | $ 895,415 | |
% of Total Revenue | 38.40% | 33.50% | 39.80% | 34.50% | |
Gross Profit | $ 35,926 | $ 27,501 | $ 111,825 | $ 70,605 | |
% of Revenue | 10.20% | 8.70% | 10.80% | 7.90% | |
Pipeline Services | |||||
Segment reporting information | |||||
Revenue | $ 107,565 | $ 214,380 | $ 359,197 | $ 695,462 | |
% of Total Revenue | 11.80% | 22.70% | 13.70% | 26.80% | |
Gross Profit | $ 27,795 | $ 28,045 | $ 74,538 | $ 71,567 | |
% of Revenue | 25.80% | 13.10% | 20.80% | 10.30% |
Reportable Segments - Revenue a
Reportable Segments - Revenue and Total Assets by Geographic Area (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenues and total assets by geographic area | |||||
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Non-United States | |||||
Revenues and total assets by geographic area | |||||
% of Revenue | 4.40% | 3.50% | |||
% of total assets | 3.80% | 3.90% |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 03, 2021 | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Nov. 05, 2020 | Jul. 31, 2020 | May 01, 2020 | Feb. 21, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 29, 2020 |
Subsequent Event | |||||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 | ||
Share repurchase authorized amount | $ 25 | ||||||||||||
Subsequent Events | |||||||||||||
Subsequent Event | |||||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 | ||||||||||||
Share repurchase authorized amount | $ 25 |