Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 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 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Moss Adams LLP | ||
Auditor Firm ID | 659 | ||
Auditor Location | San Diego, California | ||
Entity Common Stock, Shares Outstanding | 53,219,187 | ||
Entity Central Index Key | 0001361538 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 1,561.6 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 200,512 | $ 326,744 |
Accounts receivable, net | 471,656 | 432,455 |
Contract assets | 423,659 | 325,849 |
Prepaid expenses and other current assets | 86,263 | 30,218 |
Total current assets | 1,182,090 | 1,115,266 |
Property and equipment, net | 433,279 | 356,194 |
Operating lease assets | 158,609 | 207,320 |
Deferred tax assets | 1,307 | 1,909 |
Intangible assets, net | 171,320 | 61,012 |
Goodwill | 581,664 | 215,103 |
Other long-term assets | 15,058 | 12,776 |
Total assets | 2,543,327 | 1,969,580 |
Current liabilities: | ||
Accounts payable | 273,463 | 245,906 |
Contract liabilities | 240,412 | 267,227 |
Accrued liabilities | 174,821 | 200,673 |
Dividends payable | 3,192 | 2,887 |
Current portion of long-term debt | 67,230 | 47,722 |
Total current liabilities | 759,118 | 764,415 |
Long-term debt, net of current portion | 594,232 | 268,835 |
Noncurrent operating lease liabilities, net of current portion | 98,059 | 137,913 |
Deferred tax liabilities | 38,510 | 13,548 |
Other long-term liabilities | 63,353 | 70,077 |
Total liabilities | 1,553,272 | 1,254,788 |
Commitments and contingencies (See Note 13) | ||
Stockholders' equity | ||
Common stock-$.0001 par value; 90,000,000 shares authorized; 53,194,585 and 48,110,442 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 6 | 5 |
Additional paid-in capital | 261,918 | 89,098 |
Retained earnings | 727,433 | 624,694 |
Accumulated other comprehensive income | 698 | 958 |
Noncontrolling interest | 37 | |
Total stockholders' equity | 990,055 | 714,792 |
Total liabilities and stockholders' equity | $ 2,543,327 | $ 1,969,580 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 53,194,585 | 48,110,442 |
Common stock, shares outstanding | 53,194,585 | 48,110,442 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF INCOME | |||
Revenue | $ 3,497,632 | $ 3,491,497 | $ 3,106,329 |
Cost of revenue | 3,080,972 | 3,121,283 | 2,775,403 |
Gross profit | 416,660 | 370,214 | 330,926 |
Selling, general and administrative expenses | 230,110 | 202,835 | 189,129 |
Transaction and related costs | 16,399 | 3,430 | 922 |
Operating income | 170,151 | 163,949 | 140,875 |
Other income (expense): | |||
Foreign exchange (loss) gain, net | (95) | 379 | (690) |
Other income (expense), net | 299 | 1,234 | (3,134) |
Interest expense, net | (18,498) | (19,923) | (19,142) |
Income before provision for income taxes | 151,857 | 145,639 | 117,909 |
Provision for income taxes | (36,118) | (40,656) | (33,812) |
Net income | 115,739 | 104,983 | 84,097 |
Net income attributable to noncontrolling interests | (128) | (9) | (1,770) |
Net income attributable to Primoris | $ 115,611 | $ 104,974 | $ 82,327 |
Dividends per common share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 |
Earnings per share: | |||
Basic (in dollars per share) | 2.19 | 2.17 | 1.62 |
Diluted (in dollars per share) | $ 2.17 | $ 2.16 | $ 1.61 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 52,674 | 48,303 | 50,784 |
Diluted (in shares) | 53,161 | 48,633 | 51,084 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 115,739 | $ 104,983 | $ 84,097 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (260) | 882 | 984 |
Comprehensive income | 115,479 | 105,865 | 85,081 |
Net income attributable to noncontrolling interests | (128) | (9) | (1,770) |
Comprehensive income attributable to Primoris | $ 115,351 | $ 105,856 | $ 83,311 |
CONSOLIDATED STATEMENTS OF STOC
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, 2018 | $ 5 | $ 144,048 | $ 461,075 | $ (908) | $ 2,763 | $ 606,983 |
Balance (in shares) at Dec. 31, 2018 | 50,715,518 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net (loss) income | 82,327 | 1,770 | 84,097 | |||
Foreign currency translation adjustments, net of tax | 984 | 984 | ||||
Issuance of shares, net of issuance costs | 2,998 | 2,998 | ||||
Issuance of shares, net of issuance costs (Shares) | 144,261 | |||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (1,519) | (1,519) | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 122,319 | |||||
Stock-based compensation | 1,579 | 1,579 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 24 | (24) | ||||
Purchase of stock | (50,000) | (50,000) | ||||
Purchase of stock (in shares) | (2,316,960) | |||||
Distribution of noncontrolling entities | (3,505) | (3,505) | ||||
Dividends declared | (12,087) | (12,087) | ||||
Balance at Dec. 31, 2019 | $ 5 | 97,130 | 531,291 | 76 | 1,028 | 629,530 |
Balance (in shares) at Dec. 31, 2019 | 48,665,138 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net (loss) income | 104,974 | 9 | 104,983 | |||
Foreign currency translation adjustments, net of tax | 882 | 882 | ||||
Issuance of shares, net of issuance costs | 1,710 | 1,710 | ||||
Issuance of shares, net of issuance costs (Shares) | 82,452 | |||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (572) | (572) | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 57,112 | |||||
Stock-based compensation | 2,274 | 2,274 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 9 | (9) | ||||
Purchase of stock | (11,453) | (11,453) | ||||
Purchase of stock (in shares) | (694,260) | |||||
Distribution of noncontrolling entities | (1,000) | (1,000) | ||||
Dividends declared | (11,562) | (11,562) | ||||
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 (loss) income | 115,611 | 128 | 115,739 | |||
Foreign currency translation adjustments, net of tax | (260) | (260) | ||||
Issuance of shares, net of issuance costs | $ 1 | 178,474 | 178,475 | |||
Issuance of shares, net of issuance costs (Shares) | 5,597,216 | |||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (1,398) | (1,398) | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 122,690 | |||||
Stock-based compensation | 10,462 | 10,462 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 2 | (2) | ||||
Purchase of stock | (14,720) | (14,720) | ||||
Purchase of stock (in shares) | (635,763) | |||||
Distribution of noncontrolling entities | $ (165) | (165) | ||||
Dividends declared | (12,870) | (12,870) | ||||
Balance at Dec. 31, 2021 | $ 6 | $ 261,918 | $ 727,433 | $ 698 | $ 990,055 | |
Balance (in shares) at Dec. 31, 2021 | 53,194,585 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Nov. 03, 2021 | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Nov. 05, 2020 | Jul. 31, 2020 | May 01, 2020 | Feb. 21, 2020 | Oct. 31, 2019 | Aug. 02, 2019 | May 03, 2019 | Feb. 26, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities: | |||
Net (loss) income | $ 115,739 | $ 104,983 | $ 84,097 |
Adjustments to reconcile net income to net cash provided by operating activities (net of effect of acquisitions): | |||
Depreciation and amortization | 105,559 | 82,497 | 85,400 |
Stock-based compensation expense | 10,462 | 2,274 | 1,579 |
Gain on sale of property and equipment | (15,921) | (8,059) | (11,947) |
Unrealized (gain) loss on interest rate swap | (4,859) | 2,762 | 3,619 |
Other non-cash items | 1,381 | 374 | 320 |
Changes in assets and liabilities: | |||
Accounts receivable | 10,540 | (30,035) | (28,240) |
Contract assets | (66,999) | 19,288 | 19,677 |
Other current assets | (54,725) | 13,562 | (6,283) |
Net deferred tax liabilities (assets) | 25,564 | (5,080) | 13,947 |
Other long-term assets | (1,683) | 2,170 | 1,249 |
Accounts payable | 15,701 | 9,577 | (13,894) |
Contract liabilities | (29,111) | 74,791 | (1,221) |
Operating lease assets and liabilities, net | (2,605) | 747 | (3,191) |
Accrued liabilities | (24,700) | 20,142 | (22,924) |
Other long-term liabilities | (4,596) | 23,008 | (3,242) |
Net cash provided by operating activities | 79,747 | 313,001 | 118,946 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (133,842) | (64,357) | (94,494) |
Proceeds from sale of assets | 49,548 | 21,851 | 28,621 |
Cash paid for acquisitions, net of cash acquired | (606,974) | ||
Net cash used in investing activities | (691,268) | (42,506) | (65,873) |
Cash flows from financing activities: | |||
Borrowings under revolving line of credit | 100,000 | 212,880 | |
Payments on revolving line of credit | (100,000) | (212,880) | |
Proceeds from issuance of long-term debt | 461,719 | 33,873 | 55,008 |
Payments on long-term debt | (113,851) | (68,884) | (72,077) |
Proceeds from issuance of common stock | 178,707 | 578 | 1,804 |
Purchase of common stock from a related party | (50,000) | ||
Purchase of common stock | (14,720) | (11,453) | |
Debt issuance costs | (4,876) | ||
Dividends paid | (12,565) | (11,594) | (12,211) |
Other | (8,681) | (5,343) | (5,808) |
Net cash provided by (used in) financing activities | 485,733 | (62,823) | (83,284) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 456 | (140) | 399 |
Net change in cash, cash equivalents and restricted cash | (125,332) | 207,532 | (29,812) |
Cash, cash equivalents and restricted cash at beginning of the year | 330,975 | 123,443 | 153,255 |
Cash, cash equivalents and restricted cash at end of the year | 205,643 | 330,975 | 123,443 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid for interest | 22,224 | 17,216 | 16,155 |
Cash paid for income taxes, net of refunds received | 39,256 | 26,594 | 16,647 |
Leased assets obtained in exchange for new operating leases | 17,149 | 54,803 | 154,807 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Dividends declared and not yet paid | $ 3,192 | $ 2,887 | $ 2,919 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business | |
Nature of Business | Note 1āNature of Business ā Organization and operations ā ā We have longstanding customer relationships with major utility, refining, petrochemical, power, midstream, and engineering companies, and state departments of transportation. We provide our services to a diversified base of customers, under a range of contracting options. A substantial portion of our services are provided under Master Service Agreements (āMSAā), which are generally multi-year agreements. The remainder of our services are generated from contracts for specific construction or installation projects. ā We are incorporated in the State of Delaware, and our corporate headquarters are located at 2300 N. Field Street, Suite 1900, Dallas, Texas 75201. Unless specifically noted otherwise, as used throughout these consolidated financial statements, āPrimorisā, āthe Companyā, āweā, āourā, āusā or āitsā refers to the business, operations and financial results of the Company and its wholly-owned subsidiaries. ā Reportable Segments 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 a realignment of our internal organization and management structure. The segment changes reflect the focus of our chief operating decision maker (āCODMā) on the range of services we provide to our end user markets. Our CODM regularly reviews our operating and financial performance based on these segments. See Note 14 ā āReportable Segmentsā ā The classification of revenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses were made. ā Seasonality ā Our results of operations are subject to quarterly variations. Some of the variation is the result of weather, particularly rain, ice, snow, and named storms, which can impact our ability to perform construction and specialty services. These seasonal impacts can affect revenue and profitability in all of our businesses. Any quarter can be affected either negatively or positively by atypical weather patterns in any part of the country. In addition, demand for new projects tends to be lower during the early part of the calendar year due to clientsā internal budget cycles. As a result, we usually experience higher revenue and earnings in the third and fourth quarters of the year as compared to the first two quarters. ā Variability million. We also perform large construction projects which tend not to be seasonal, but can fluctuate from year to year based on customer timing, project duration, weather, and general economic conditions. Our business may be affected by declines or delays in new projects or by client project schedules. Because of the cyclical nature of our business, the financial results for any period may fluctuate from prior periods, and our financial condition and operating results may vary from quarter to quarter. Results from one quarter may not be indicative of financial condition or operating results for any other quarter or for an entire year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2āSummary of Significant Accounting Policies ā Basis of presentation ā and regulations of the Securities and Exchange Commission (āSECā). References for Financial Accounting Standards Board (āFASBā) standards are made to the FASB Accounting Standards Codification (āASCā). ā Principles of consolidation ā āConsolidationā ā Reclassification ā ā Restricted cash ā ā ā ā ā ā ā ā ā ā ā Year ended December 31, ā 2021 4 2020 Cash and cash equivalents ā $ 200,512 ā $ 326,744 Restricted cash included in prepaid expense and other current assets ā ā 5,131 ā ā 4,231 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows ā $ 205,643 ā $ 330,975 ā Use of estimates ā The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a construction contractor, we use estimates for costs to complete construction projects and the contract value of certain construction projects. These estimates have a direct effect on gross profit as reported in these consolidated financial statements. Actual results could materially differ from our estimates. ā Operating cycle ā one ā Consequently, we have significant working capital invested in assets that may have a liquidation period extending beyond one year. We have claims receivable and retention due from various customers and others that are currently in dispute, the realization of which is subject to binding arbitration, final negotiation or litigation, all of which may extend beyond one ā Cash and cash equivalents ā ā Business combinations āBusiness combinations are accounted for using the acquisition method of accounting. We use the fair value of the assets acquired and liabilities assumed to account for the purchase price of businesses. The determination of fair value requires estimates and judgments of future cash flow expectations to assign fair values to the identifiable tangible and intangible assets. GAAP provides a āmeasurement periodā of up to one year in which to finalize all fair value estimates associated with the acquisition of a business. Most estimates are preliminary until the end of the measurement period. During the measurement period, any material, newly discovered information that existed at the acquisition date would be reflected as an adjustment to the initial valuations and estimates. After the measurement period, any adjustments would be recorded as a current period income or expense. ā Contingent Earnout Liabilities ā āOther income (expense), netā ā Goodwill and other intangible assets ā Intangibles ā Goodwill and Other ā Income tax ā Current income tax expense is the amount of income taxes expected to be paid for the financial results of the current year. A deferred tax liability or asset is established for the expected future tax consequences resulting from the differences in financial reporting bases and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards as set forth in ASC 740, āIncome Taxesā ā As a result of the Tax Cuts and Jobs Act (the āTax Actā) new taxes were created on certain foreign earnings. Namely, U.S. shareholders are now subject to a current tax on global intangible low-taxed income (āGILTIā) earned by specified foreign subsidiaries. Available guidance related to GILTI provides for an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to recognize the current tax on GILTI as an expense in the period the tax is incurred. The current tax impacts of GILTI are included in our effective tax rate. ā Comprehensive income ā Comprehensive Income ā Functional currencies and foreign currency translation ā āAccumulated other comprehensive incomeā ā Partnerships and joint ventures ā āConsolidationā ā Cash concentration ā ā Collective bargaining agreements ā ā Multiemployer plans ā Various subsidiaries are signatories to collective bargaining agreements. These agreements require that we participate in and contribute to a number of multiemployer benefit plans for our union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits and administer the plan. Federal law requires that if we were to withdraw from an agreement, we would incur a withdrawal obligation. The potential withdrawal obligation may be significant. In accordance with GAAP, any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated. We have no plans to withdraw from any agreements. ā Insurance ā ā Derivative instruments and hedging activities ā ā Accounts receivable āAccounts receivable and contract receivables are primarily with public and private companies and governmental agencies located in the United States and Canada. Credit terms for payment of products and services are extended to customers in the normal course of business. Contract receivables are generally progress billings on projects, and as a result, are short term in nature. Generally, we require no collateral from our customers, but file statutory liens or stop notices on any construction projects when collection problems are anticipated. While a project is underway, we estimate the collectability of contract amounts at the same time that we estimate project costs. As discussed in Note 5 ā āRevenueā ā Significant revision in contract estimates ā ā Customer concentration ā On January 29, 2019, one of our California utility customers filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. For the year ended December 31, 2019, the customer accounted for approximately 7.2% of our total revenue. In the third quarter of 2019, we entered into an agreement with a financial institution to sell, on a non-recourse basis, except in limited circumstances, substantially all of our pre-petition bankruptcy receivables with the customer. We received approximately $48.3 million upon the closing of this transaction in October 2019. During the year ended December 31, 2019, we recorded a loss of approximately $2.9 million in ā Other income (expense), net ā Property and equipment ā three ā We assess the recoverability of property and equipment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. We perform an analysis to determine if an impairment exists. The amount of property and equipment impairment, if any, is measured based on fair value and is charged to operations in the period in which the impairment is determined by management. For the years ended December 31, 2021, 2020 and 2019, our management has not identified any material impairment of its property and equipment. ā Taxes collected from customers ā ā Share-based payments and stock-based compensation ā In May 2013, the shareholders approved and we adopted the Primoris Services Corporation 2013 Long-term Incentive Equity Plan (āEquity Planā). Detailed discussion of shares issued under the Equity Plan are included in Note 17 ā āDeferred Compensation Agreements and Stock-Based Compensationā āStockholdersā Equityā ā Recently 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 Other new pronouncements issued but not effective until after December 31, 2021 are not expected to have a material impact on our consolidated results of operations, financial position or cash flows. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 3āFair Value Measurements ā ASC 820, ā Fair Value Measurements and Disclosures ā In general, fair values determined by Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are āunobservable data pointsā for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. ā The following table presents, for each of the fair value hierarchy levels identified under ASC 820, our financial assets and certain liabilities that are required to be measured at fair value at December 31, 2021 and 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 December 31, 2021: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 200,512 $ ā $ ā ā Liabilities as of December 31, 2021: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 4,346 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 a 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 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations | |
Business Combinations | Note 4āBusiness Combinations ā 2021 Acquisition 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 communications, 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 21 ā āStockholdersā Equityā ā During the fourth quarter of 2021, we finalized the estimate of fair values of the assets acquired and liabilities assumed of FIH. The tables below represent the purchase consideration and estimated fair values of the assets acquired and liabilities assumed. Significant changes since our initial estimates reported in the first quarter of 2021 primarily relate to a $6.5 million reduction in the purchase consideration for the final working capital true-up and a $4.0 million increase in the final valuation of intangible assets. As a result of these and other adjustments to the initial estimated fair values of the assets acquired and liabilities assumed, goodwill decreased by approximately $7.2 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 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 Identifiable assets acquired and liabilities assumed (in thousands) ā ā ā ā Cash and cash equivalents ā $ 10,525 ā Accounts receivable ā ā 54,337 ā Contract assets ā ā 32,343 ā Prepaid expenses and other current assets ā ā 483 ā Property, plant and equipment ā ā 56,128 ā Operating lease assets ā ā 13,105 ā Intangible assets: ā ā ā Customer relationships ā ā 122,000 ā Tradename ā ā 4,400 ā Other long-term assets ā 6,976 ā Accounts payable and accrued liabilities ā ā (29,838) ā Contract liabilities ā ā (2,256) 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 (7,581) ā Total identifiable net assets ā ā 248,688 ā Goodwill ā ā 366,561 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 communications 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 ā The intangible assets acquired with the FIH acquisition consisted of Customer relationships of $122.0 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 period from January 15, 2021, the acquisition date, to December 31, 2021, FIH contributed revenue of $266.6 million and gross profit of $43.6 million. ā Acquisition related costs were $14.6 million for the year ended December 31, 2021, and are included in āTransaction and related costsā on the Consolidated Statements of Income. Such costs primarily consisted of professional fees paid to advisors and the 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 twelve months ended December 31, 2021 ā The following pro forma information for the twelve months ended December 31, 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 period ended October 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 an effective tax rate of 23.8% and 27.9% for the twelve months ended December 31, 2021 and 2020, respectively. 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 Year Ended December 31, ā ā 2021 2020 ā ā ā (unaudited) ā (unaudited) Revenue ā $ 3,502,078 ā $ 3,822,126 ā Income before provision for income taxes ā ā 164,059 ā ā 138,347 ā Net income attributable to Primoris ā ā 124,909 ā ā 99,716 ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding: ā ā ā ā ā ā ā Basic ā 52,727 ā 49,341 ā Diluted ā 53,221 ā 49,798 ā ā ā ā ā ā ā ā ā Earnings per share: ā ā ā ā ā ā ā Basic ā $ 2.37 ā $ 2.02 ā Diluted ā ā 2.35 ā ā 2.00 ā ā |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Revenue | Note 5āRevenue 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 either on an input basis, based on contract costs incurred as defined within the respective contracts, or an output basis based on units completed. Costs to obtain contracts are generally not significant and are expensed in the period incurred. ā We evaluate whether two or more contracts should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as more than one performance obligation. ASC 606 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. A contractās transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our evaluation requires significant judgment and the decision to combine a group of contracts or separate a contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. However, occasionally we have contracts with multiple performance obligations. For contracts with multiple performance obligations, we allocate the contractās transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach for each performance obligation. ā As of December 31, 2021, we had $2.6 billion of remaining performance obligations. We expect to recognize approximately 58.6% of our remaining performance obligations four ā Accounting for long-term contracts involves the use of various techniques to estimate total transaction price and costs. For long-term contracts, transaction price, estimated cost at completion and total costs incurred to date are used to calculate revenue earned. Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract. Total estimated costs, and thus contract revenue and income, can be impacted by changes in productivity, scheduling, the unit cost of labor, subcontracts, materials and equipment. Additionally, external factors such as weather, client needs, client delays in providing permits and approvals, labor availability, governmental regulation, 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 years ended December 31, 2021 and 2020, revenue recognized from performance obligations satisfied in previous periods was $55.8 million and $9.9 million, respectively. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full, including any previously recognized profit, in the period it is identified and recognized as an āaccrued loss provisionā which is included in āContract liabilitiesā on the Consolidated Balance Sheets. For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. ā At December 31, 2021, we had approximately $86.9 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 $79.5 million of the unapproved contract modifications had been recognized as revenue on a cumulative catch-up basis through December 31, 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 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 December 31, ā December 31, ā 2021 2020 Unbilled revenue ā $ 283,767 ā $ 192,176 Retention receivable ā ā 124,990 ā ā 115,877 Contract materials (not yet installed) ā 14,902 ā 17,796 ā ā $ 423,659 ā $ 325,849 ā Contract assets increased by $97.8 million compared to December 31, 2020 primarily due to higher unbilled revenue, including $39.6 million related to the FIH acquisition. ā The caption āContract liabilitiesā in the Consolidated Balance Sheets represents the following: ā ā deferred revenue on billings in excess of contract revenue recognized to date, and ā ā the accrued loss provision. ā ā Contract liabilities consist of the following (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2021 2020 Deferred revenue ā $ 234,352 ā $ 252,781 Accrued loss provision ā 6,060 ā 14,446 ā ā $ 240,412 ā $ 267,227 ā Contract liabilities decreased by $26.8 million compared to December 31, 2020 primarily due to lower deferred revenue. ā Revenue recognized for the years ended December 31, 2021 and 2020, that was included in the contract liability balance at the beginning of each year was approximately $250.4 million and $146.0 million, respectively. ā The following tables present our revenue disaggregated into various categories. ā MSA and Non-MSA revenue was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2021 Segment MSA Non-MSA Total Utilities ā $ 1,364,995 ā $ 292,962 ā $ 1,657,957 Energy/Renewables ā ā 166,796 ā ā 1,241,415 ā ā 1,408,211 Pipeline ā 72,058 ā ā 359,406 ā ā 431,464 Total ā $ 1,603,849 $ 1,893,783 $ 3,497,632 ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2020 Segment MSA Non-MSA Total Utilities ā $ 1,080,158 $ 285,477 $ 1,365,635 Energy/Renewables ā ā 140,370 ā ā 1,088,451 ā ā 1,228,821 Pipeline ā 139,868 757,173 ā 897,041 Total ā $ 1,360,396 $ 2,131,101 $ 3,491,497 ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2019 Segment ā MSA Non-MSA Total Utilities ā $ 1,052,851 $ 330,955 1,383,806 Energy/Renewables ā ā 188,981 ā ā 1,028,386 ā ā 1,217,367 Pipeline ā 114,710 390,446 ā 505,156 Total ā $ 1,356,542 $ 1,749,787 $ 3,106,329 ā 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 year ended December 31, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 125,640 ā ā 1,146,316 ā ā 386,001 ā $ 1,657,957 Energy/Renewables ā ā 802,995 ā $ 307,786 ā $ 297,430 ā ā 1,408,211 Pipeline ā 324,993 ā ā 3,188 ā ā 103,283 ā ā 431,464 Total ā $ 1,253,628 $ 1,457,290 $ 786,714 $ 3,497,632 (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 year ended December 31, 2020 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 130,723 $ 865,269 $ 369,643 $ 1,365,635 Energy/Renewables ā ā 375,718 ā ā 340,684 ā ā 512,419 ā ā 1,228,821 Pipeline ā 518,556 310,780 67,705 897,041 Total ā $ 1,024,997 $ 1,516,733 $ 949,767 $ 3,491,497 (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 year ended December 31, 2019 Segment ā Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 174,833 $ 909,867 $ 299,106 $ 1,383,806 Energy/Renewables ā ā 540,497 ā ā 341,431 ā ā 335,439 ā ā 1,217,367 Pipeline ā 60,157 37,963 407,036 505,156 Total ā $ 775,487 $ 1,289,261 $ 1,041,581 $ 3,106,329 (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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | Note 6āProperty and Equipment ā The following is a summary of property and equipment (in thousands): ā ā ā ā ā ā ā ā ā ā ā December 31, ā ā ā 2021 2020 ā Useful Life Land and buildings ā $ 144,718 ā $ 147,983 Buildings 30 Years Leasehold improvements ā 19,555 ā 16,018 Various* Office equipment ā 20,045 ā 13,239 3 - 5 Years Construction equipment ā 652,296 ā 554,788 3 - 7 Years Solar equipment ā ā 23,552 ā ā 23,552 ā 25 years Construction in progress ā ā 22,369 ā ā 17,813 ā ā ā ā 882,535 ā 773,393 ā ā Less: accumulated depreciation and amortization ā (449,256) ā (417,199) ā ā Property and equipment, net ā $ 433,279 ā $ 356,194 ā ā * Leasehold improvements are depreciated over the shorter of the life of the leasehold improvement or the lease term . ā Depreciation expense was $87.2 million, $73.7 million and $74.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 7āGoodwill and Intangible Assets ā 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 366,561 ā ā ā ā ā ā ā ā 366,561 Balance at December 31, 2021 ā $ 462,905 ā $ 66,344 ā $ 52,415 ā $ 581,664 ā There were no changes in goodwill balances during the year ended December 31, 2020. ā The change in goodwill by segment for 2019 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Utilities Energy/Renewables ā Pipeline Total Balance at January 1, 2019 ā $ 87,791 ā $ 66,083 ā $ 52,285 ā $ 206,159 ā Goodwill acquired during the period ā 8,553 ā 261 ā 130 ā 8,944 ā Balance at December 31, 2019 ā $ 96,344 ā $ 66,344 ā $ 52,415 ā $ 215,103 ā ā There were no impairments of goodwill for the years ended December 31, 2021, 2020 and 2019. ā The table below summarizes the intangible asset categories, which are generally 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 December 31, 2021 ā December 31, 2020 ā Gross Carrying Amount Accumulated Amortization Intangible assets, net Gross Carrying Amount Accumulated Amortization Intangible assets, net Tradename $ 20,440 ā ā (19,675) ā ā 765 ā $ 16,040 ā $ (14,793) ā $ 1,247 Customer relationships 215,227 ā ā (44,727) ā ā 170,500 ā 91,000 ā (31,400) ā 59,600 Non-compete agreements 1,900 ā ā (1,845) ā ā 55 ā 1,900 ā (1,735) ā 165 Total $ 237,567 ā $ (66,247) ā $ 171,320 ā $ 108,940 ā $ (47,928) ā $ 61,012 ā ā Estimated future amortization expense for intangible assets as of December 31, 2021 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 2022 ā $ 13,427 2023 ā ā 12,409 2024 ā 11,690 2025 ā 10,968 2026 ā 10,518 Thereafter ā 112,308 ā ā $ 171,320 ā |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | Note 8āAccounts Payable and Accrued Liabilities ā At December 31, 2021 and 2020, accounts payable included retention amounts of approximately $15.2 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 December 31, ā December 31, ā 2021 2020 Payroll and related employee benefits ā $ 77,887 ā $ 81,088 Current operating lease liability ā ā 61,587 ā ā 73,033 Casualty insurance reserves ā 7,107 ā 8,365 Corporate income taxes and other taxes ā 7,967 ā 13,783 Other ā 20,273 ā 24,404 ā ā $ 174,821 ā $ 200,673 ā |
Credit Arrangements
Credit Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Credit Arrangements | |
Credit Arrangements | Note 9āCredit Arrangements ā Long-term debt and credit facilities consist of the following at December 31 (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2021 2020 Term loan ā $ 520,281 ā $ 192,500 Commercial equipment notes ā ā 107,934 ā ā 85,783 Mortgage notes ā 37,445 ā 38,795 Total debt ā ā 665,660 ā ā 317,078 Unamortized debt issuance costs ā ā (4,198) ā ā (521) Total debt, net ā $ 661,462 ā $ 316,557 Less: current portion ā (67,230) ā (47,722) Long-term debt, net of current portion ā $ 594,232 ā $ 268,835 ā The weighted average interest rate on total debt outstanding at December 31, 2021 and 2020 was 2.8% and 3.7%, respectively. ā Scheduled maturities of long-term debt are as follows (in thousands): ā ā ā ā ā Year Ending ā ā December 31, 2022 ā $ 67,230 2023 ā 55,985 2024 ā 49,575 2025 ā 57,120 2026 ā 424,190 Thereafter ā 11,560 ā ā $ 665,660 ā Commercial Notes Payable and Mortgage Notes Payable ā From time to time, we enter into commercial equipment notes payable with various equipment finance companies and banks. At December 31, 2021, interest rates ranged from 1.60% to 4.40 % per annum and maturity dates range from March 2022 through October 2026. The notes are secured by certain construction equipment. ā From time to time, we enter into secured mortgage notes payable with various banks. At December 31, 2021, interest rates ranged from 4.21% to 4.50% per annum and maturity dates range from January 2025 through November 2028. The notes are secured by certain real estate. ā Credit Agreement ā On September 29, 2017, we entered into an amended and restated credit agreement, 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 (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. 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. 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. The proceeds from the New Term Loan were used to finance the acquisition of FIH. 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 December 31, 2021, commercial letters of credit outstanding were $42.0 million. Other than commercial letters of credit, there were no outstanding borrowings under the Revolving Credit Facility, and available borrowing capacity was $158.0 million at December 31, 2021. 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 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 year ended December 31, 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 December 31, 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 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 December 31, 2021. See Note 10 ā ā Derivative Instruments 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. The credit facility has an annual renewal and provides for the issuance of commercial letters of credit for a term of up to five years . The facility provides for an annual fee of 1.0% for any issued and outstanding commercial letters of credit. Letters of credit can be denominated in either Canadian or U.S. dollars. At December 31, 2021, commercial letters of credit outstanding were 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 December 31, 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 Credit Agreement will represent a default in the Working Capital Credit Facility. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 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. Credit Arrangements ā Credit Risk. ā The following table summarizes the fair value of our derivative contracts included in the Consolidated Balance Sheets (in thousands): ā ā ā ā ā ā ā ā ā ā ā December 31, December 31, ā ā Balance Sheet Location ā 2021 ā 2020 Interest rate swap ā Other long-term liabilities ā $ 4,346 ā $ 9,205 ā The following table summarizes the amounts recognized with respect to our derivative instruments within the Consolidated Statements of Income (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Location of (Gain) Loss Recognized ā Year Ended December 31, ā on Derivatives 2021 2020 2019 Interest rate swap Interest expense, net ā $ (838) ā $ 6,203 ā $ 4,601 ā |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interests | |
Noncontrolling Interests | Note 11 ā Noncontrolling Interests ā We owned a 50% interest in the Carlsbad joint venture which operated in the Energy/Renewables segment. The joint venture was determined to be a VIE and we were determined to be the primary beneficiary as a result of our significant influence over the joint venture operations. ā The joint venture was a partnership, and consequently, only the tax effect of our share of the income was recognized by us. The net assets of the joint venture were restricted for use by the specific project and were not available for our general operations. ā The Carlsbad joint venture operating activities began in 2015 and are included in our Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2021 ā 2020 ā 2019 Revenue ā $ 350 $ 75 ā $ 5,970 Net income attributable to noncontrolling interests ā 128 ā 9 ā 1,770 ā The project is complete, the warranty period expired, and dissolution of the joint venture occurred in December 2021. The Carlsbad joint venture made final distributions of $0.2 million to the noncontrolling interest and $0.2 million to us during the year ended December 31, 2021. The Carlsbad joint venture made distributions of $1.0 million to the noncontrolling interest and $1.0 million to us during the year ended December 31, 2020. The Carlsbad joint venture made distributions of $3.5 million to the noncontrolling interest and $3.5 million to us during the year ended December 31, 2019. In addition, we did not make any capital contributions to the Carlsbad joint venture during the years ended December 31, 2021, 2020, and 2019. ā The total balance sheet amounts for the Carlsbad joint venture, which is included in our Consolidated Balance Sheet as of December 31, 2020, is immaterial to the consolidated financial statements. ā |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 12āLeases 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 āOperating lease assetsā, āAccrued liabilitiesā, and āNoncurrent operating lease liabilities, net of current portionā on our Consolidated Balance Sheets. We also made an accounting policy election in which leases with an initial term of 12 months or less are not recorded on the balance sheet and lease payments are recognized in the Consolidated Statements of Income on a straight-line basis over the lease term. ā ā Our leases have remaining lease terms that expire at various dates through 2031, some of which may include options to extend the leases for up to 5 years. The exercise of lease extensions is at our sole discretion. Periodically, we sublease excess facility space, but any sublease income is generally not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. ā The components of operating lease expense are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2021 2020 2019 Operating lease expense (1) ā $ 80,974 ā $ 90,965 ā $ 77,222 ________________________________________ (1) Includes short-term leases, which are immaterial. ā Our operating lease liabilities are reported on the Consolidated Balance Sheet as follows (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2021 ā ā 2020 Accrued liabilities ā $ 61,587 ā $ 73,033 Noncurrent operating lease liabilities, net of current portion ā 98,059 ā 137,913 ā ā $ 159,646 ā $ 210,946 ā The future minimum lease payments under non-cancelable operating leases are as follows (in thousands): ā ā ā ā ā ā ā Future Minimum For the Years Ending December 31, ā Lease Payments 2022 $ 65,837 2023 ā ā 52,008 2024 ā ā 25,737 2025 ā ā 8,264 2026 ā ā 5,223 Thereafter ā ā 11,568 Total lease payments ā $ 168,637 Less imputed interest ā (8,991) Total ā $ 159,646 ā Other information related to operating leases is as follows (in thousands, except lease term and discount rate): ā ā ā ā ā ā ā ā ā ā Year ended December 31, ā 2021 2020 Cash paid for amounts included in the measurement of lease liabilities ā ā ā ā ā ā Operating cash flows from operating leases ā $ 82,972 ā $ 93,107 Weighted-average remaining lease term on operating leases (years) ā ā 3.32 ā ā 3.51 Weighted-average discount rate on operating leases ā ā 3.43% ā ā 3.59% ā |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 13āCommitments and Contingencies ā Legal proceedings ā Management is unable to ascertain the ultimate outcome of other claims and legal proceedings; however, after review and consultation with counsel and taking into consideration relevant insurance coverage and related deductibles/self-insurance retention, management believes that it has meritorious defense to the claims and believes that the reasonably possible outcome of such claims will not, individually or in the aggregate, have a materially adverse effect on our consolidated results of operations, financial condition or cash flow. ā Bonding |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2021 | |
Reportable Segments | |
Reportable Segments | Note 14āReportable 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 the installation and maintenance of new and existing natural gas and electric utility distribution and transmission systems, and communications systems. ā The Energy/Renewables segment operates throughout the United States and 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, refining, 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 for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, ā ā 2021 ā 2020 ā 2019 ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Total ā ā ā ā Total ā ā ā ā Total Segment Revenue Revenue Revenue Revenue Revenue ā Revenue Utilities ā $ 1,657,957 47.4% ā $ 1,365,635 39.1% ā $ 1,383,806 44.5% Energy/Renewables ā ā 1,408,211 ā 40.3% ā ā 1,228,821 ā 35.2% ā ā 1,217,367 ā 39.2% Pipeline ā 431,464 12.3% ā 897,041 25.7% ā 505,156 16.3% Total ā $ 3,497,632 100.0% ā $ 3,491,497 100.0% ā $ 3,106,329 100.0% ā Segment Gross Profit ā Gross profit by segment for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, ā ā 2021 ā 2020 ā 2019 ā ā ā ā ā % of ā ā ā ā % of ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment ā ā ā ā Segment Segment Gross Profit Revenue Gross Profit Revenue ā Gross Profit ā Revenue Utilities ā $ 186,287 11.2% ā $ 177,836 13.0% ā $ 139,225 10.1% Energy/Renewables ā ā 150,286 ā 10.7% ā ā 94,919 ā 7.7% ā ā 130,151 ā 10.7% Pipeline ā 80,087 18.6% ā 97,459 10.9% ā 61,550 12.2% Total ā $ 416,660 11.9% ā $ 370,214 10.6% ā $ 330,926 10.7% ā Geographic Region ā Revenue and Total Assets ā The majority of our revenue is derived from customers in the United States with approximately 4.5%, 3.5% and 5.8% generated from sources outside of the United States, principally Canada, for the years ended December 31, 2021, 2020 and 2019, respectively. At December 31, 2021 and 2020, approximately |
Multiemployer Plans
Multiemployer Plans | 12 Months Ended |
Dec. 31, 2021 | |
Multiemployer Plans | |
Multiemployer Plans | Note 15 ā Multiemployer Plans ā Union Plans ā Various subsidiaries are signatories to collective bargaining agreements. These agreements require that we participate in and contribute to a number of multiemployer benefit plans for our union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits and administer the plan. ā We contributed $39.7 million, $48.4 million, and $41.0 million, to multiemployer pension plans for the years ended December 31, 2021, 2020 and 2019, respectively. These costs were charged to the related construction contracts in process. Contributions during 2020 were higher than 2021 and 2019 as a result of a greater number of man-hours worked by our union labor. ā The financial risks of participating in multiemployer plans are different from single-employer plans in the following respects: ā ā Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. ā If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. ā If a participating employer chooses to stop participating in the plan, a withdrawal liability may be created based on the unfunded vested benefits for all employees in the plan. Under U.S. legislation regarding multiemployer pension plans, an employer is required to pay an amount that represents its proportionate share of a planās unfunded vested benefits in the event of withdrawal from a plan or upon plan termination. ā ā During the last three years, we made annual contributions to 36 pension plans. None of the significant pension plans we contributed to below listed us in the planās Form 5500 as providing more than 5% of the planās total contributions during the years ended December 31, 2021, 2020 and 2019. ā Our participation in significant plans for the years ended December 31, 2021, 2020 and 2019 is outlined in the table below. The āEIN/Pension Plan Numberā column provides the Employer Identification Number (āEINā) and the three digit plan number. The āZone Statusā is based on the latest information that we received from the plan and is certified by the planās actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The āFIP/RP Status Pending/Implementedā column indicates plans for which a financial improvement plan (āFIPā) or a rehabilitation plan (āRPā) is either pending or has been implemented. The āSurcharge Imposedā column includes plans in a red zone status that require a payment of a surcharge in excess of regular contributions. The next column lists the expiration date of our collective bargaining agreement related to the plan. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Collective ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā FIP/RP ā ā ā Bargaining ā ā ā ā ā ā ā ā ā ā ā EIN / ā Pension Protection Act ā Status ā ā ā Agreement ā Contributions of the Company ā ā Pension Plan ā Zone Status ā Pending / ā Surcharge ā Expiration ā (In Thousands) Pension Fund Name Number 2021 2020 Implemented Imposed Date 2021 2020 2019 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Central Pension Fund of the International Union of Operating Engineers and Participating Employers 36-6052390/001 Green as of Green as of No No 6/4/2023 ā $ 4,985 ā $ 7,734 ā $ 6,572 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Laborers Pension Trust Fund for Northern California 94-6277608/001 Green as of May 31, 2021 Green as of May 31, 2020 No No 6/30/2023 ā 3,943 ā 2,581 ā 2,823 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Plumbers & Pipefitters National Pension Fund ā 52-6152779/002 ā Yellow as of ā Yellow as of ā No No ā 9/30/2022 ā ā 3,510 ā ā 3,570 ā ā 3,659 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Southern California Pipe Trades Trust Funds 51-6108443/001 Green as of December 31, 2020 Green as of December 31, 2019 No No 8/31/2026 ā 3,456 ā 3,312 ā 3,078 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Minnesota Laborers Pension Fund 41-6159599/001 Green as of December 31, 2020 Green as of December 31, 2019 No No 6/1/2025 ā 3,299 ā ā 3,386 ā ā 3,108 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Construction Laborers Pension Trust for Southern California 43-6159056/001 Green as of December 31, 2020 Green as of December 31, 2019 No No 6/30/2022 ā 3,254 ā 2,844 ā 2,886 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Laborers International Union of North America National Pension Fund 52-6074345/001 Green as of December 31, 2020 Yellow as of December 31, 2019 No No 6/1/2025 ā 2,832 ā 5,206 ā 3,969 ā ā ā ā ā ā ā ā Contributions to significant plans ā ā 25,279 ā ā 28,633 ā ā 26,095 ā ā ā ā ā ā ā ā Contributions to other multiemployer plans ā 14,391 ā 19,764 ā 14,905 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total contributions made ā $ 39,670 ā $ 48,397 ā $ 41,000 ā ā |
Company Retirement Plans
Company Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Company Retirement Plans | |
Company Retirement Plans | Note 16āCompany Retirement Plans ā Defined Contribution Plans ā |
Deferred Compensation Agreement
Deferred Compensation Agreements and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Compensation Agreements and Stock-Based Compensation | |
Deferred Compensation Agreements and Stock-Based Compensation | Note 17āDeferred Compensation Agreements and Stock-Based Compensation ā Primoris Incentive Compensation Plans ā involuntary separation from service, the RSUs are vested to the participant only if actively employed by us on the payment or vesting date. Participants in the LTR Plan defer receipt of one ā Stock-based compensation ā million shares of common stock remaining available for grant. RSUs granted under the Equity Plan are documented in RSU Award Agreements which provide for a vesting schedule and require continuing employment of the individual. The RSUs are subject to earlier acceleration, termination, cancellation or forfeiture as provided in the underlying RSU Award Agreement. ā The table below presents the activity for 2021: ā ā ā ā ā ā ā ā Nonvested RSUs Units ā Weighted Average Grant Date Fair Value per Unit ā Balance at December 31, 2020 ā 289,143 ā $ 21.91 ā Granted ā 434,576 ā ā 31.69 ā Vested ā (158,826) ā ā 23.77 ā Forfeited ā (26,553) ā ā 28.14 ā Balance at December 31, 2021 ā 538,340 ā ā 28.96 ā ā During 2020, 184,256 RSUs were granted with a weighted-average grant date fair value per unit of $19.66. The total fair value of RSUs that vested during 2021, 2020 and 2019 was $4.6 million, $0.6 million and $1.2 million, respectively. ā Under guidance of ASC 718, ā Compensation ā Stock Compensation ā The fair value of the RSUs was based on the closing market price of our common stock on the day prior to the date of the grant. Stock compensation expense for the RSUs is being amortized using the straight-line method over the service period. For the years ended December 31, 2021, 2020 and 2019, we recognized $10.5 million, $2.3 million, and $1.6 million, respectively, in compensation expense. At December 31, 2021, approximately $10.8 million of unrecognized compensation expense remains for the RSUs, which will be recognized over a weighted average period of 2.11 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 18āRelated Party Transactions ā In December 2019, we purchased and cancelled an aggregate of 2,316,960 shares of our Common Stock from a former member of our Board of Directors, in a private transaction for an aggregate purchase price of $50.0 million or $21.58 per share. The share purchase was made pursuant to our $50.0 million purchase program authorized by our Board of Directors in October 2019. The governing Share Purchase Agreement contained a āstandstillā covenant prohibiting the former member of our Board of Directors from selling any additional shares of our Common Stock through May 26, 2020. ā |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 19āIncome Taxes ā Income before provision for income taxes consists of the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2021 2020 2019 United States ā $ 140,307 ā $ 140,346 ā $ 107,639 Foreign ā 11,550 ā 5,293 ā 10,270 Total ā $ 151,857 ā $ 145,639 ā $ 117,909 ā ā The components of the provision for income taxes are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2021 2020 2019 Current provision ā ā ā ā ā ā ā ā ā Federal ā $ 3,678 ā $ 37,315 ā $ 12,513 State ā 4,471 ā 6,680 ā 4,398 Foreign ā 2,405 ā 1,741 ā 2,954 ā ā ā 10,554 ā ā 45,736 ā ā 19,865 Deferred provision (benefit) ā ā ā ā ā ā ā ā ā Federal ā 22,607 ā (3,207) ā 12,283 State ā 2,372 ā (1,064) ā 1,940 Foreign ā 585 ā (809) ā (276) ā ā 25,564 ā (5,080) ā 13,947 ā ā ā ā ā ā ā ā ā ā Total ā $ 36,118 ā $ 40,656 ā $ 33,812 ā A reconciliation of income tax expense compared to the amount of income tax expense that would result by applying the U.S. federal statutory income tax rate to pre-tax income is as follows: ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā ā 2021 ā 2020 ā 2019 ā U.S. federal statutory income tax rate 21.0 % ā 21.0 % ā 21.0 % State taxes, net of federal income tax impact 3.9 ā ā 3.1 ā ā 4.4 ā Tax credits (1.1) ā ā (0.8) ā ā (1.7) ā Income taxed at rates greater than U.S. 0.2 ā ā 0.2 ā ā 1.1 ā Nondeductible meals & entertainment 0.2 ā ā 3.3 ā ā 3.0 ā Nondeductible compensation ā 0.3 ā ā 0.3 ā ā 0.7 ā Other items (0.7) ā ā 0.8 ā ā 0.6 ā Effective tax rate excluding income attributable to noncontrolling interests 23.8 ā ā 27.9 ā ā 29.1 ā Impact of income from noncontrolling interests on effective tax rate ā ā ā ā ā ā (0.4) ā Effective tax rate 23.8 % ā 27.9 % ā 28.7 % ā The provision for income taxes has been determined based upon the tax laws and rates in the countries in which we operate. Our operations in the United States are subject to federal income tax rates of 21% and varying state income tax rates. Our principal international operations are in Canada. Our subsidiaries in Canada are subject to a corporate income tax rate of 23% . We did not have any non-taxable foreign earnings from tax holidays for taxable years 2019 through 2021. ā Deferred taxes are recognized for temporary differences between the financial reporting bases and tax bases of assets and liabilities and are measured using enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based upon consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income, the length of the tax asset carryforward periods, and tax planning strategies. ā The tax effect of temporary differences that give rise to deferred income taxes are as follows (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā ā 2021 2020 Deferred tax assets: ā ā ā ā ā ā Accrued compensation ā $ 4,178 ā $ 1,810 Accrued workers compensation ā ā 3,252 ā ā 5,035 Net operating losses ā ā 36,517 ā ā 37,013 Capital loss carryforward ā ā 9,776 ā ā 10,974 Lease liabilities ā ā 30,461 ā ā 47,955 Insurance reserves ā 4,555 ā 7,200 Loss reserves ā 2,163 ā 4,191 Tax credits ā 1,540 ā 825 State income taxes ā 73 ā 872 Interest rate swap ā ā 1,013 ā ā 2,412 Deferred payroll tax ā ā 5,404 ā ā 10,687 Other ā 1,308 ā 1,269 Total deferred tax assets ā 100,240 ā 130,243 Deferred tax liabilities ā ā ā ā ā ā Depreciation and amortization ā (84,371) ā (66,150) Prepaid expenses and other ā (796) ā (1,387) Lease assets ā ā (31,069) ā ā (47,961) Total deferred tax liabilities ā (116,236) ā (115,498) ā ā ā ā ā ā ā Valuation allowance ā ā (21,207) ā ā (26,384) ā ā ā ā ā ā ā Net deferred tax liabilities ā $ (37,203) ā $ (11,639) ā The valuation allowances for deferred income tax assets at December 31, 2021 and 2020 were $21.2 million and $26.4 million, respectively. These valuation allowances relate to state and foreign net operating loss carryforwards, U.S. capital loss carryforwards and foreign tax credits. The net changes in the total valuation allowance for each of the years ended December 31, 2021 and 2020 were decreases of $5.2 million and $1.5 million, respectively. The valuation allowances were established primarily as a result of uncertainty in Primorisā outlook as to the amount and character of future taxable income required in particular tax jurisdictions in order to utilize certain tax losses. Primoris believes it is more likely than not that it will realize the benefit of its deferred tax assets net of existing valuation allowances. ā As of December 31, 2021, we have remaining tax effected U.S. federal and state net operating loss carryforwards of $22.2 million and $9.7 million, respectively. Our foreign net operating loss carryforward and foreign tax credit remaining are $4.6 million and $0.7 million, respectively. Our U.S. federal net operating losses expire beginning in 2031, and our state net operating losses generally expire 20 years after the period in which the net operating loss was incurred. Foreign tax credits generally expire after 10 years and Australian net operating losses are carried forward indefinitely. As of December 31, 2021, the tax effect of our U.S. capital loss carryforward totaled $9.8 million. The U.S. capital losses expire in 2023. ā A reconciliation of the beginning, ending and aggregate changes in the gross balances of unrecognized tax benefits is as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2021 2020 2019 Beginning balance ā $ 1,553 ā $ 815 ā $ 890 Increases in balances for tax positions taken during the current year ā 288 ā 377 ā 295 Increases in balances for tax positions taken during prior years ā 83 ā 717 ā ā Settlements and effective settlements with tax authorities ā ā (416) ā ā (158) ā ā (231) Lapse of statute of limitations ā (171) ā (198) ā (139) Total ā $ 1,337 ā $ 1,553 ā $ 815 ā We recognize accrued interest and penalties related to uncertain tax positions in income tax expense, which were not material for the three years presented. ā We believe it is reasonably possible that decreases of up to $0.4 million of unrecognized tax benefits could occur in the next twelve months due to the expiration of statutes of limitation and settlements with tax authorities. ā Our federal income tax returns are generally no longer subject to examination for tax years before 2018. The statutes of limitation of state and foreign jurisdictions generally vary between 3 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 during part of 2020 as allowed under the CARES Act. This deferral was $42.1 million and $40.8 million at December 31, 2021 and 2020, respectively and is included in Accrued liabilities and Other long-term liabilities on our Consolidated Balance Sheet. Half of the tax deferral was paid to the U.S. Treasury on January 3, 2022, and the other half is due on January 3, 2023. |
Dividends and Earnings Per Shar
Dividends and Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Dividends and Earnings Per Share | |
Dividends and Earnings Per Share | Note 20āDividends and Earnings Per Share ā ā ā ā ā ā ā ā ā ā Declaration Date Record Date Date Paid Amount Per Share February 26, 2019 ā March 29, 2019 ā April 15, 2019 ā $ 0.06 May 3, 2019 ā June 28, 2019 ā July 15, 2019 ā ā 0.06 August 2, 2019 ā September 30, 2019 ā October 15, 2019 ā ā 0.06 October 31, 2019 ā December 31, 2019 ā January 15, 2020 ā ā 0.06 February 21, 2020 ā March 31, 2020 ā April 15, 2020 ā 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 November 3, 2021 ā December 31, 2021 ā January 14, 2022 ā ā 0.06 ā ā The table below presents the computation of basic and diluted earnings per share for the years ended December 31, 2021, 2020 and 2019 (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2021 2020 2019 Numerator: ā ā ā ā ā ā ā ā ā Net income attributable to Primoris ā $ 115,611 ā $ 104,974 ā $ 82,327 ā ā ā ā ā ā ā ā ā ā Denominator: ā ā ā ā ā ā ā ā ā Weighted average shares for computation of basic earnings per share: ā 52,674 ā 48,303 ā 50,784 Dilutive effect of shares issued to independent directors ā 3 ā 5 ā 3 Dilutive effect of RSUs ā 484 ā 325 ā 297 Weighted average shares for computation of diluted earnings per share ā 53,161 ā 48,633 ā 51,084 ā ā ā ā ā ā ā ā ā ā Earnings per share attributable to Primoris: ā ā ā ā ā ā ā ā ā Basic ā $ 2.19 ā $ 2.17 ā $ 1.62 Diluted ā $ 2.17 ā $ 2.16 ā $ 1.61 ā |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 21āStockholdersā Equity ā Preferred Stock ā We are authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. No shares of Preferred Stock were outstanding at December 31, 2021 and 2020. ā Common Stock ā We are authorized to issue 90,000,000 shares of $0.0001 par value common stock, of which 53,194,585 and 48,110,442 shares were issued outstanding ā We issued 25,987 shares of common stock in 2021, 34,524 shares of common stock in 2020, and 114,106 shares of common stock in 2019 under our LTR Plan. The shares were purchased by the participants in the LTR Plan with payments made to us of $0.5 million in 2021, $0.6 million in 2020, and $1.8 million in 2019. Our LTR Plan for managers and executives allows participants to use a portion of their annual bonus amount to purchase our common stock at a discount from the market price. The shares purchased in 2021, 2020 and 2019 were for bonus amounts earned in 2020, 2019 and 2018 and the number of shares was calculated at 75% of the average closing price for December of the previous year. ā During the years ended December 31, 2021, 2020, and 2019, we issued 32,920, 47,928, and 30,155 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. The shares were fully vested upon issuance and have a one-year trading restriction. ā During the years ended December 31, 2021, 2020, and 2019, 122,690, 57,112 and 122,319 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 year ended December 31, 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 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 Purchase Plan ā In November 2021, our Board of Directors authorized a $25.0 million share purchase program. Under the share purchase program, we can, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. During the year ended December 31, 2021, we purchased and cancelled 635,763 shares of common stock, which in the aggregate equaled $14.7 million at an average share price of $23.15. As of December 31, 2021, we had $10.3 million remaining for purchase under the share purchase program. The share purchase plan expires on December 31, 2022. ā In February 2020, our Board of Directors authorized a $25.0 million share purchase program. Under the share purchase 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. During the year ended December 31, 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 purchase plan expired on December 31, 2020. ā In October 2019, our Board of Directors authorized a $50.0 million share purchase program. Under the share purchase 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. As discussed in Note 18āā Related Party Transactions |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Selected Quarterly Financial Information (Unaudited) | |
Selected Quarterly Financial Information (Unaudited) | Note 22āSelected Quarterly Financial Information (Unaudited) ā Selected unaudited quarterly consolidated financial information is presented in the following tables (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2021 ā 1st 2nd 3rd 4th ā ā Quarter ā Quarter ā Quarter ā Quarter Revenue ā $ 818,329 ā $ 881,610 ā $ 913,245 ā $ 884,448 Gross profit ā ā 80,181 ā ā 113,026 ā ā 127,436 ā ā 96,017 Net income ā ā 5,848 ā ā 36,295 ā ā 44,056 ā ā 29,540 Net income attributable to Primoris ā ā 5,850 ā ā 36,290 ā ā 44,053 ā ā 29,418 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 Basic earnings per share ā $ 0.12 ā $ 0.68 ā $ 0.82 ā $ 0.55 Diluted earnings per share ā ā 0.12 ā ā 0.67 ā ā 0.81 ā ā 0.54 ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 49,503 ā 53,729 ā 53,769 ā ā 53,625 Diluted ā 50,026 ā 54,285 ā 54,367 ā ā 54,172 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā 1st 2nd 3rd 4th ā ā Quarter ā Quarter ā Quarter ā Quarter Revenue ā $ 743,243 ā $ 908,216 ā $ 942,700 ā $ 897,338 Gross profit ā ā 47,810 ā ā 100,967 ā ā 123,681 ā ā 97,756 Net (loss) income ā ā (3,734) ā ā 32,962 ā ā 43,943 ā ā 31,812 Net (loss) income attributable to Primoris ā ā (3,737) ā ā 32,959 ā ā 43,941 ā ā 31,811 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 Basic earnings per share ā $ (0.08) ā $ 0.68 ā $ 0.91 ā $ 0.66 Diluted earnings per share ā ā (0.08) ā ā 0.68 ā ā 0.90 ā ā 0.66 ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 48,588 ā 48,270 ā 48,253 ā ā 48,104 Diluted ā 48,588 ā 48,668 ā 48,574 ā ā 48,410 ā |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation ā and regulations of the Securities and Exchange Commission (āSECā). References for Financial Accounting Standards Board (āFASBā) standards are made to the FASB Accounting Standards Codification (āASCā). |
Principles of consolidation | Principles of consolidation ā āConsolidationā |
Reclassification | Reclassification ā |
Restricted cash | Restricted cash ā ā ā ā ā ā ā ā ā ā ā Year ended December 31, ā 2021 4 2020 Cash and cash equivalents ā $ 200,512 ā $ 326,744 Restricted cash included in prepaid expense and other current assets ā ā 5,131 ā ā 4,231 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows ā $ 205,643 ā $ 330,975 |
Use of estimates | Use of estimates ā The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a construction contractor, we use estimates for costs to complete construction projects and the contract value of certain construction projects. These estimates have a direct effect on gross profit as reported in these consolidated financial statements. Actual results could materially differ from our estimates. |
Operating cycle | Operating cycle ā one ā Consequently, we have significant working capital invested in assets that may have a liquidation period extending beyond one year. We have claims receivable and retention due from various customers and others that are currently in dispute, the realization of which is subject to binding arbitration, final negotiation or litigation, all of which may extend beyond one |
Cash and cash equivalents | Cash and cash equivalents ā |
Business combinations | Business combinations āBusiness combinations are accounted for using the acquisition method of accounting. We use the fair value of the assets acquired and liabilities assumed to account for the purchase price of businesses. The determination of fair value requires estimates and judgments of future cash flow expectations to assign fair values to the identifiable tangible and intangible assets. GAAP provides a āmeasurement periodā of up to one year in which to finalize all fair value estimates associated with the acquisition of a business. Most estimates are preliminary until the end of the measurement period. During the measurement period, any material, newly discovered information that existed at the acquisition date would be reflected as an adjustment to the initial valuations and estimates. After the measurement period, any adjustments would be recorded as a current period income or expense. |
Contingent Earnout Liabilities | Contingent Earnout Liabilities ā āOther income (expense), netā |
Goodwill and other intangible assets | Goodwill and other intangible assets ā Intangibles ā Goodwill and Other ā |
Income tax | Income tax ā Current income tax expense is the amount of income taxes expected to be paid for the financial results of the current year. A deferred tax liability or asset is established for the expected future tax consequences resulting from the differences in financial reporting bases and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards as set forth in ASC 740, āIncome Taxesā ā As a result of the Tax Cuts and Jobs Act (the āTax Actā) new taxes were created on certain foreign earnings. Namely, U.S. shareholders are now subject to a current tax on global intangible low-taxed income (āGILTIā) earned by specified foreign subsidiaries. Available guidance related to GILTI provides for an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to recognize the current tax on GILTI as an expense in the period the tax is incurred. The current tax impacts of GILTI are included in our effective tax rate. |
Comprehensive income | Comprehensive income ā Comprehensive Income |
Functional currencies and foreign currency translation | Functional currencies and foreign currency translation ā āAccumulated other comprehensive incomeā ā |
Partnerships and joint ventures | Partnerships and joint ventures ā āConsolidationā ā |
Cash concentration | Cash concentration ā |
Collective bargaining agreements | Collective bargaining agreements ā |
Multiemployer plans | Multiemployer plans ā Various subsidiaries are signatories to collective bargaining agreements. These agreements require that we participate in and contribute to a number of multiemployer benefit plans for our union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits and administer the plan. Federal law requires that if we were to withdraw from an agreement, we would incur a withdrawal obligation. The potential withdrawal obligation may be significant. In accordance with GAAP, any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated. We have no plans to withdraw from any agreements. |
Insurance | Insurance ā |
Derivative instruments and hedging activities | Derivative instruments and hedging activities ā |
Accounts receivable | Accounts receivable āAccounts receivable and contract receivables are primarily with public and private companies and governmental agencies located in the United States and Canada. Credit terms for payment of products and services are extended to customers in the normal course of business. Contract receivables are generally progress billings on projects, and as a result, are short term in nature. Generally, we require no collateral from our customers, but file statutory liens or stop notices on any construction projects when collection problems are anticipated. While a project is underway, we estimate the collectability of contract amounts at the same time that we estimate project costs. As discussed in Note 5 ā āRevenueā |
Significant revision in contract estimates | Significant revision in contract estimates ā |
Customer concentration | Customer concentration ā On January 29, 2019, one of our California utility customers filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. For the year ended December 31, 2019, the customer accounted for approximately 7.2% of our total revenue. In the third quarter of 2019, we entered into an agreement with a financial institution to sell, on a non-recourse basis, except in limited circumstances, substantially all of our pre-petition bankruptcy receivables with the customer. We received approximately $48.3 million upon the closing of this transaction in October 2019. During the year ended December 31, 2019, we recorded a loss of approximately $2.9 million in ā Other income (expense), net |
Property and equipment | Property and equipment ā three ā We assess the recoverability of property and equipment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. We perform an analysis to determine if an impairment exists. The amount of property and equipment impairment, if any, is measured based on fair value and is charged to operations in the period in which the impairment is determined by management. For the years ended December 31, 2021, 2020 and 2019, our management has not identified any material impairment of its property and equipment. |
Taxes collected from customers | Taxes collected from customers ā |
Recently Adopted Accounting Pronouncements | 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 Other new pronouncements issued but not effective until after December 31, 2021 are not expected to have a material impact on our consolidated results of operations, financial position or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of cash, cash equivalents and restricted cash | ā ā ā ā ā ā ā ā ā ā Year ended December 31, ā 2021 4 2020 Cash and cash equivalents ā $ 200,512 ā $ 326,744 Restricted cash included in prepaid expense and other current assets ā ā 5,131 ā ā 4,231 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows ā $ 205,643 ā $ 330,975 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 820, our financial assets and certain liabilities that are required to be measured at fair value at December 31, 2021 and 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 December 31, 2021: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 200,512 $ ā $ ā ā Liabilities as of December 31, 2021: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 4,346 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 |
Business Combinations (Tables)
Business Combinations (Tables) - FIH | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Summary of the cash paid for acquisitions | 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 |
Summary of the identifiable assets acquired and liabilities assumed | ā ā ā ā ā ā Identifiable assets acquired and liabilities assumed (in thousands) ā ā ā ā Cash and cash equivalents ā $ 10,525 ā Accounts receivable ā ā 54,337 ā Contract assets ā ā 32,343 ā Prepaid expenses and other current assets ā ā 483 ā Property, plant and equipment ā ā 56,128 ā Operating lease assets ā ā 13,105 ā Intangible assets: ā ā ā Customer relationships ā ā 122,000 ā Tradename ā ā 4,400 ā Other long-term assets ā 6,976 ā Accounts payable and accrued liabilities ā ā (29,838) ā Contract liabilities ā ā (2,256) 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 (7,581) ā Total identifiable net assets ā ā 248,688 ā Goodwill ā ā 366,561 ā Total purchase consideration ā $ 615,249 ā |
Schedule of pro forma results | (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2021 2020 ā ā ā (unaudited) ā (unaudited) Revenue ā $ 3,502,078 ā $ 3,822,126 ā Income before provision for income taxes ā ā 164,059 ā ā 138,347 ā Net income attributable to Primoris ā ā 124,909 ā ā 99,716 ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding: ā ā ā ā ā ā ā Basic ā 52,727 ā 49,341 ā Diluted ā 53,221 ā 49,798 ā ā ā ā ā ā ā ā ā Earnings per share: ā ā ā ā ā ā ā Basic ā $ 2.37 ā $ 2.02 ā Diluted ā ā 2.35 ā ā 2.00 ā |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedule of contract assets | Contract assets consist of the following (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2021 2020 Unbilled revenue ā $ 283,767 ā $ 192,176 Retention receivable ā ā 124,990 ā ā 115,877 Contract materials (not yet installed) ā 14,902 ā 17,796 ā ā $ 423,659 ā $ 325,849 |
Schedule of contract liabilities | ā Contract liabilities consist of the following (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2021 2020 Deferred revenue ā $ 234,352 ā $ 252,781 Accrued loss provision ā 6,060 ā 14,446 ā ā $ 240,412 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 year ended December 31, 2021 Segment MSA Non-MSA Total Utilities ā $ 1,364,995 ā $ 292,962 ā $ 1,657,957 Energy/Renewables ā ā 166,796 ā ā 1,241,415 ā ā 1,408,211 Pipeline ā 72,058 ā ā 359,406 ā ā 431,464 Total ā $ 1,603,849 $ 1,893,783 $ 3,497,632 ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2020 Segment MSA Non-MSA Total Utilities ā $ 1,080,158 $ 285,477 $ 1,365,635 Energy/Renewables ā ā 140,370 ā ā 1,088,451 ā ā 1,228,821 Pipeline ā 139,868 757,173 ā 897,041 Total ā $ 1,360,396 $ 2,131,101 $ 3,491,497 ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, 2019 Segment ā MSA Non-MSA Total Utilities ā $ 1,052,851 $ 330,955 1,383,806 Energy/Renewables ā ā 188,981 ā ā 1,028,386 ā ā 1,217,367 Pipeline ā 114,710 390,446 ā 505,156 Total ā $ 1,356,542 $ 1,749,787 $ 3,106,329 ā 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 year ended December 31, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 125,640 ā ā 1,146,316 ā ā 386,001 ā $ 1,657,957 Energy/Renewables ā ā 802,995 ā $ 307,786 ā $ 297,430 ā ā 1,408,211 Pipeline ā 324,993 ā ā 3,188 ā ā 103,283 ā ā 431,464 Total ā $ 1,253,628 $ 1,457,290 $ 786,714 $ 3,497,632 (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 year ended December 31, 2020 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 130,723 $ 865,269 $ 369,643 $ 1,365,635 Energy/Renewables ā ā 375,718 ā ā 340,684 ā ā 512,419 ā ā 1,228,821 Pipeline ā 518,556 310,780 67,705 897,041 Total ā $ 1,024,997 $ 1,516,733 $ 949,767 $ 3,491,497 (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 year ended December 31, 2019 Segment ā Fixed-price Unit-price Cost reimbursable (1) Total Utilities ā $ 174,833 $ 909,867 $ 299,106 $ 1,383,806 Energy/Renewables ā ā 540,497 ā ā 341,431 ā ā 335,439 ā ā 1,217,367 Pipeline ā 60,157 37,963 407,036 505,156 Total ā $ 775,487 $ 1,289,261 $ 1,041,581 $ 3,106,329 (1) Includes time and material and cost reimbursable plus fee contracts. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Summary of property and equipment | The following is a summary of property and equipment (in thousands): ā ā ā ā ā ā ā ā ā ā ā December 31, ā ā ā 2021 2020 ā Useful Life Land and buildings ā $ 144,718 ā $ 147,983 Buildings 30 Years Leasehold improvements ā 19,555 ā 16,018 Various* Office equipment ā 20,045 ā 13,239 3 - 5 Years Construction equipment ā 652,296 ā 554,788 3 - 7 Years Solar equipment ā ā 23,552 ā ā 23,552 ā 25 years Construction in progress ā ā 22,369 ā ā 17,813 ā ā ā ā 882,535 ā 773,393 ā ā Less: accumulated depreciation and amortization ā (449,256) ā (417,199) ā ā Property and equipment, net ā $ 433,279 ā $ 356,194 ā ā * Leasehold improvements are depreciated over the shorter of the life of the leasehold improvement or the lease term . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Schedule of goodwill by reporting unit | 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 366,561 ā ā ā ā ā ā ā ā 366,561 Balance at December 31, 2021 ā $ 462,905 ā $ 66,344 ā $ 52,415 ā $ 581,664 ā There were no changes in goodwill balances during the year ended December 31, 2020. ā The change in goodwill by segment for 2019 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Utilities Energy/Renewables ā Pipeline Total Balance at January 1, 2019 ā $ 87,791 ā $ 66,083 ā $ 52,285 ā $ 206,159 ā Goodwill acquired during the period ā 8,553 ā 261 ā 130 ā 8,944 ā Balance at December 31, 2019 ā $ 96,344 ā $ 66,344 ā $ 52,415 ā $ 215,103 ā |
Summary of intangible asset categories, amounts and the average amortization periods | The table below summarizes the intangible asset categories, which are generally 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 December 31, 2021 ā December 31, 2020 ā Gross Carrying Amount Accumulated Amortization Intangible assets, net Gross Carrying Amount Accumulated Amortization Intangible assets, net Tradename $ 20,440 ā ā (19,675) ā ā 765 ā $ 16,040 ā $ (14,793) ā $ 1,247 Customer relationships 215,227 ā ā (44,727) ā ā 170,500 ā 91,000 ā (31,400) ā 59,600 Non-compete agreements 1,900 ā ā (1,845) ā ā 55 ā 1,900 ā (1,735) ā 165 Total $ 237,567 ā $ (66,247) ā $ 171,320 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 as of December 31, 2021 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 2022 ā $ 13,427 2023 ā ā 12,409 2024 ā 11,690 2025 ā 10,968 2026 ā 10,518 Thereafter ā 112,308 ā ā $ 171,320 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, ā December 31, ā 2021 2020 Payroll and related employee benefits ā $ 77,887 ā $ 81,088 Current operating lease liability ā ā 61,587 ā ā 73,033 Casualty insurance reserves ā 7,107 ā 8,365 Corporate income taxes and other taxes ā 7,967 ā 13,783 Other ā 20,273 ā 24,404 ā ā $ 174,821 ā $ 200,673 |
Credit Arrangements (Tables)
Credit Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Arrangements | |
Schedule of long-term debt and credit facilities | Long-term debt and credit facilities consist of the following at December 31 (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2021 2020 Term loan ā $ 520,281 ā $ 192,500 Commercial equipment notes ā ā 107,934 ā ā 85,783 Mortgage notes ā 37,445 ā 38,795 Total debt ā ā 665,660 ā ā 317,078 Unamortized debt issuance costs ā ā (4,198) ā ā (521) Total debt, net ā $ 661,462 ā $ 316,557 Less: current portion ā (67,230) ā (47,722) Long-term debt, net of current portion ā $ 594,232 ā $ 268,835 |
Schedule of maturities of long-term debt | Scheduled maturities of long-term debt are as follows (in thousands): ā ā ā ā ā Year Ending ā ā December 31, 2022 ā $ 67,230 2023 ā 55,985 2024 ā 49,575 2025 ā 57,120 2026 ā 424,190 Thereafter ā 11,560 ā ā $ 665,660 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets (in thousands): ā ā ā ā ā ā ā ā ā ā ā December 31, December 31, ā ā Balance Sheet Location ā 2021 ā 2020 Interest rate swap ā Other long-term liabilities ā $ 4,346 ā $ 9,205 |
Schedule of derivative instruments within the Condensed Consolidated Statements of Income | The following table summarizes the amounts recognized with respect to our derivative instruments within the Consolidated Statements of Income (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Location of (Gain) Loss Recognized ā Year Ended December 31, ā on Derivatives 2021 2020 2019 Interest rate swap Interest expense, net ā $ (838) ā $ 6,203 ā $ 4,601 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Carlsbad joint venture | |
Schedule of joint venture operating activities included in the Company's consolidated statements of income | The Carlsbad joint venture operating activities began in 2015 and are included in our Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2021 ā 2020 ā 2019 Revenue ā $ 350 $ 75 ā $ 5,970 Net income attributable to noncontrolling interests ā 128 ā 9 ā 1,770 ā |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of components of lease expense | The components of operating lease expense are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2021 2020 2019 Operating lease expense (1) ā $ 80,974 ā $ 90,965 ā $ 77,222 ________________________________________ (1) Includes short-term leases, which are immaterial. |
Summary of operating lease liabilities | Our operating lease liabilities are reported on the Consolidated Balance Sheet as follows (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2021 ā ā 2020 Accrued liabilities ā $ 61,587 ā $ 73,033 Noncurrent operating lease liabilities, net of current portion ā 98,059 ā 137,913 ā ā $ 159,646 ā $ 210,946 |
Summary of future minimum lease payments under non-cancelable operating leases | The future minimum lease payments under non-cancelable operating leases are as follows (in thousands): ā ā ā ā ā ā ā Future Minimum For the Years Ending December 31, ā Lease Payments 2022 $ 65,837 2023 ā ā 52,008 2024 ā ā 25,737 2025 ā ā 8,264 2026 ā ā 5,223 Thereafter ā ā 11,568 Total lease payments ā $ 168,637 Less imputed interest ā (8,991) Total ā $ 159,646 |
Summary of other information related to operating leases | Other information related to operating leases is as follows (in thousands, except lease term and discount rate): ā ā ā ā ā ā ā ā ā ā Year ended December 31, ā 2021 2020 Cash paid for amounts included in the measurement of lease liabilities ā ā ā ā ā ā Operating cash flows from operating leases ā $ 82,972 ā $ 93,107 Weighted-average remaining lease term on operating leases (years) ā ā 3.32 ā ā 3.51 Weighted-average discount rate on operating leases ā ā 3.43% ā ā 3.59% |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reportable Segments | |
Schedule of revenue and gross profit by segment | Segment Revenue ā Revenue by segment for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, ā ā 2021 ā 2020 ā 2019 ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Total ā ā ā ā Total ā ā ā ā Total Segment Revenue Revenue Revenue Revenue Revenue ā Revenue Utilities ā $ 1,657,957 47.4% ā $ 1,365,635 39.1% ā $ 1,383,806 44.5% Energy/Renewables ā ā 1,408,211 ā 40.3% ā ā 1,228,821 ā 35.2% ā ā 1,217,367 ā 39.2% Pipeline ā 431,464 12.3% ā 897,041 25.7% ā 505,156 16.3% Total ā $ 3,497,632 100.0% ā $ 3,491,497 100.0% ā $ 3,106,329 100.0% ā Segment Gross Profit ā Gross profit by segment for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended December 31, ā ā 2021 ā 2020 ā 2019 ā ā ā ā ā % of ā ā ā ā % of ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment ā ā ā ā Segment Segment Gross Profit Revenue Gross Profit Revenue ā Gross Profit ā Revenue Utilities ā $ 186,287 11.2% ā $ 177,836 13.0% ā $ 139,225 10.1% Energy/Renewables ā ā 150,286 ā 10.7% ā ā 94,919 ā 7.7% ā ā 130,151 ā 10.7% Pipeline ā 80,087 18.6% ā 97,459 10.9% ā 61,550 12.2% Total ā $ 416,660 11.9% ā $ 370,214 10.6% ā $ 330,926 10.7% |
Multiemployer Plans (Tables)
Multiemployer Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Multiemployer Plans | |
Schedule of the entity's contributions to different pension funds | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Collective ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā FIP/RP ā ā ā Bargaining ā ā ā ā ā ā ā ā ā ā ā EIN / ā Pension Protection Act ā Status ā ā ā Agreement ā Contributions of the Company ā ā Pension Plan ā Zone Status ā Pending / ā Surcharge ā Expiration ā (In Thousands) Pension Fund Name Number 2021 2020 Implemented Imposed Date 2021 2020 2019 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Central Pension Fund of the International Union of Operating Engineers and Participating Employers 36-6052390/001 Green as of Green as of No No 6/4/2023 ā $ 4,985 ā $ 7,734 ā $ 6,572 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Laborers Pension Trust Fund for Northern California 94-6277608/001 Green as of May 31, 2021 Green as of May 31, 2020 No No 6/30/2023 ā 3,943 ā 2,581 ā 2,823 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Plumbers & Pipefitters National Pension Fund ā 52-6152779/002 ā Yellow as of ā Yellow as of ā No No ā 9/30/2022 ā ā 3,510 ā ā 3,570 ā ā 3,659 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Southern California Pipe Trades Trust Funds 51-6108443/001 Green as of December 31, 2020 Green as of December 31, 2019 No No 8/31/2026 ā 3,456 ā 3,312 ā 3,078 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Minnesota Laborers Pension Fund 41-6159599/001 Green as of December 31, 2020 Green as of December 31, 2019 No No 6/1/2025 ā 3,299 ā ā 3,386 ā ā 3,108 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Construction Laborers Pension Trust for Southern California 43-6159056/001 Green as of December 31, 2020 Green as of December 31, 2019 No No 6/30/2022 ā 3,254 ā 2,844 ā 2,886 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Laborers International Union of North America National Pension Fund 52-6074345/001 Green as of December 31, 2020 Yellow as of December 31, 2019 No No 6/1/2025 ā 2,832 ā 5,206 ā 3,969 ā ā ā ā ā ā ā ā Contributions to significant plans ā ā 25,279 ā ā 28,633 ā ā 26,095 ā ā ā ā ā ā ā ā Contributions to other multiemployer plans ā 14,391 ā 19,764 ā 14,905 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total contributions made ā $ 39,670 ā $ 48,397 ā $ 41,000 ā |
Deferred Compensation Agreeme_2
Deferred Compensation Agreements and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Compensation Agreements and Stock-Based Compensation | |
Schedule of units activity | ā ā ā ā ā ā ā ā Nonvested RSUs Units ā Weighted Average Grant Date Fair Value per Unit ā Balance at December 31, 2020 ā 289,143 ā $ 21.91 ā Granted ā 434,576 ā ā 31.69 ā Vested ā (158,826) ā ā 23.77 ā Forfeited ā (26,553) ā ā 28.14 ā Balance at December 31, 2021 ā 538,340 ā ā 28.96 ā |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of domestic and foreign components of income before income taxes | Income before provision for income taxes consists of the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2021 2020 2019 United States ā $ 140,307 ā $ 140,346 ā $ 107,639 Foreign ā 11,550 ā 5,293 ā 10,270 Total ā $ 151,857 ā $ 145,639 ā $ 117,909 |
Schedule of components of the provision for income taxes | The components of the provision for income taxes are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā 2021 2020 2019 Current provision ā ā ā ā ā ā ā ā ā Federal ā $ 3,678 ā $ 37,315 ā $ 12,513 State ā 4,471 ā 6,680 ā 4,398 Foreign ā 2,405 ā 1,741 ā 2,954 ā ā ā 10,554 ā ā 45,736 ā ā 19,865 Deferred provision (benefit) ā ā ā ā ā ā ā ā ā Federal ā 22,607 ā (3,207) ā 12,283 State ā 2,372 ā (1,064) ā 1,940 Foreign ā 585 ā (809) ā (276) ā ā 25,564 ā (5,080) ā 13,947 ā ā ā ā ā ā ā ā ā ā Total ā $ 36,118 ā $ 40,656 ā $ 33,812 |
Schedule of reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā ā 2021 ā 2020 ā 2019 ā U.S. federal statutory income tax rate 21.0 % ā 21.0 % ā 21.0 % State taxes, net of federal income tax impact 3.9 ā ā 3.1 ā ā 4.4 ā Tax credits (1.1) ā ā (0.8) ā ā (1.7) ā Income taxed at rates greater than U.S. 0.2 ā ā 0.2 ā ā 1.1 ā Nondeductible meals & entertainment 0.2 ā ā 3.3 ā ā 3.0 ā Nondeductible compensation ā 0.3 ā ā 0.3 ā ā 0.7 ā Other items (0.7) ā ā 0.8 ā ā 0.6 ā Effective tax rate excluding income attributable to noncontrolling interests 23.8 ā ā 27.9 ā ā 29.1 ā Impact of income from noncontrolling interests on effective tax rate ā ā ā ā ā ā (0.4) ā Effective tax rate 23.8 % ā 27.9 % ā 28.7 % |
Schedule of tax effect of temporary differences that give rise to deferred income taxes | The tax effect of temporary differences that give rise to deferred income taxes are as follows (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā ā 2021 2020 Deferred tax assets: ā ā ā ā ā ā Accrued compensation ā $ 4,178 ā $ 1,810 Accrued workers compensation ā ā 3,252 ā ā 5,035 Net operating losses ā ā 36,517 ā ā 37,013 Capital loss carryforward ā ā 9,776 ā ā 10,974 Lease liabilities ā ā 30,461 ā ā 47,955 Insurance reserves ā 4,555 ā 7,200 Loss reserves ā 2,163 ā 4,191 Tax credits ā 1,540 ā 825 State income taxes ā 73 ā 872 Interest rate swap ā ā 1,013 ā ā 2,412 Deferred payroll tax ā ā 5,404 ā ā 10,687 Other ā 1,308 ā 1,269 Total deferred tax assets ā 100,240 ā 130,243 Deferred tax liabilities ā ā ā ā ā ā Depreciation and amortization ā (84,371) ā (66,150) Prepaid expenses and other ā (796) ā (1,387) Lease assets ā ā (31,069) ā ā (47,961) Total deferred tax liabilities ā (116,236) ā (115,498) ā ā ā ā ā ā ā Valuation allowance ā ā (21,207) ā ā (26,384) ā ā ā ā ā ā ā Net deferred tax liabilities ā $ (37,203) ā $ (11,639) |
Schedule of reconciliation of the beginning and ending amounts and aggregate changes in the balance of unrecognized tax benefits | A reconciliation of the beginning, ending and aggregate changes in the gross balances of unrecognized tax benefits is as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā December 31, ā ā 2021 2020 2019 Beginning balance ā $ 1,553 ā $ 815 ā $ 890 Increases in balances for tax positions taken during the current year ā 288 ā 377 ā 295 Increases in balances for tax positions taken during prior years ā 83 ā 717 ā ā Settlements and effective settlements with tax authorities ā ā (416) ā ā (158) ā ā (231) Lapse of statute of limitations ā (171) ā (198) ā (139) Total ā $ 1,337 ā $ 1,553 ā $ 815 |
Dividends and Earnings Per Sh_2
Dividends and Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Dividends and Earnings Per Share | |
Schedule of cash dividends paid or declared | ā ā ā ā ā ā ā ā ā Declaration Date Record Date Date Paid Amount Per Share February 26, 2019 ā March 29, 2019 ā April 15, 2019 ā $ 0.06 May 3, 2019 ā June 28, 2019 ā July 15, 2019 ā ā 0.06 August 2, 2019 ā September 30, 2019 ā October 15, 2019 ā ā 0.06 October 31, 2019 ā December 31, 2019 ā January 15, 2020 ā ā 0.06 February 21, 2020 ā March 31, 2020 ā April 15, 2020 ā 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 November 3, 2021 ā December 31, 2021 ā January 14, 2022 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 years ended December 31, 2021, 2020 and 2019 (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2021 2020 2019 Numerator: ā ā ā ā ā ā ā ā ā Net income attributable to Primoris ā $ 115,611 ā $ 104,974 ā $ 82,327 ā ā ā ā ā ā ā ā ā ā Denominator: ā ā ā ā ā ā ā ā ā Weighted average shares for computation of basic earnings per share: ā 52,674 ā 48,303 ā 50,784 Dilutive effect of shares issued to independent directors ā 3 ā 5 ā 3 Dilutive effect of RSUs ā 484 ā 325 ā 297 Weighted average shares for computation of diluted earnings per share ā 53,161 ā 48,633 ā 51,084 ā ā ā ā ā ā ā ā ā ā Earnings per share attributable to Primoris: ā ā ā ā ā ā ā ā ā Basic ā $ 2.19 ā $ 2.17 ā $ 1.62 Diluted ā $ 2.17 ā $ 2.16 ā $ 1.61 |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Selected Quarterly Financial Information (Unaudited) | |
Schedule of selected unaudited quarterly consolidated financial information | Selected unaudited quarterly consolidated financial information is presented in the following tables (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2021 ā 1st 2nd 3rd 4th ā ā Quarter ā Quarter ā Quarter ā Quarter Revenue ā $ 818,329 ā $ 881,610 ā $ 913,245 ā $ 884,448 Gross profit ā ā 80,181 ā ā 113,026 ā ā 127,436 ā ā 96,017 Net income ā ā 5,848 ā ā 36,295 ā ā 44,056 ā ā 29,540 Net income attributable to Primoris ā ā 5,850 ā ā 36,290 ā ā 44,053 ā ā 29,418 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 Basic earnings per share ā $ 0.12 ā $ 0.68 ā $ 0.82 ā $ 0.55 Diluted earnings per share ā ā 0.12 ā ā 0.67 ā ā 0.81 ā ā 0.54 ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 49,503 ā 53,729 ā 53,769 ā ā 53,625 Diluted ā 50,026 ā 54,285 ā 54,367 ā ā 54,172 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā 1st 2nd 3rd 4th ā ā Quarter ā Quarter ā Quarter ā Quarter Revenue ā $ 743,243 ā $ 908,216 ā $ 942,700 ā $ 897,338 Gross profit ā ā 47,810 ā ā 100,967 ā ā 123,681 ā ā 97,756 Net (loss) income ā ā (3,734) ā ā 32,962 ā ā 43,943 ā ā 31,812 Net (loss) income attributable to Primoris ā ā (3,737) ā ā 32,959 ā ā 43,941 ā ā 31,811 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 Basic earnings per share ā $ (0.08) ā $ 0.68 ā $ 0.91 ā $ 0.66 Diluted earnings per share ā ā (0.08) ā ā 0.68 ā ā 0.90 ā ā 0.66 ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding ā ā ā ā ā ā ā ā ā ā ā ā Basic ā 48,588 ā 48,270 ā 48,253 ā ā 48,104 Diluted ā 48,588 ā 48,668 ā 48,574 ā ā 48,410 |
Nature of Business (Details)
Nature of Business (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020segment | Sep. 30, 2021 | |
Nature of Business | |||
Number of reportable segments | 3 | 5 | |
Average project size | $ 5,000,000 | ||
Carlsbad joint venture | |||
Nature of Business | |||
Ownership percentage | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 200,512 | $ 326,744 | ||
Restricted cash included in prepaid expense and other current assets | $ 5,131 | $ 4,231 | ||
Restricted Cash, Statement of Financial Position | us-gaap:PrepaidExpenseAndOtherAssets | us-gaap:PrepaidExpenseAndOtherAssets | ||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 205,643 | $ 330,975 | $ 123,443 | $ 153,255 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Short-term investments (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Operating cycle | |
Minimum liquidation period of assets in which significant working capital has been invested | 1 year |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Foreign Operations (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)item$ / shares | Dec. 31, 2020USD ($) | |
Cash concentration | ||
Cash and cash equivalents | $ 200,512 | $ 326,744 |
Collective bargaining agreements | ||
Percentage of labor force subject to collective bargaining agreements | 47.40% | |
Number of collective bargaining agreements | item | 82 | |
Number of collective bargaining agreements requiring renegotiation during the year | item | 29 | |
Number of years without work stoppages | 20 years | |
Insurance | ||
Self- insurance amount per claim | $ 500 | 500 |
Self-insurance reserve | 31,000 | 38,700 |
Accounts receivable | ||
Allowance for credit losses | 2,900 | $ 1,700 |
Estimated net impact of change in estimate | ||
Decrease in net income from revision in contract estimates | $ (38,300) | |
Basic EPS impact to year | $ / shares | $ (0.73) | |
Diluted EPS impact to year | $ / shares | $ (0.72) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Customer Concentration (Details) $ in Millions | Jan. 29, 2019customer | Oct. 31, 2019USD ($) | Dec. 31, 2021customeritem | Dec. 31, 2020 | Dec. 31, 2019USD ($) |
Utility Company under Chapter 11 | |||||
Customer concentration | |||||
Number of customers | customer | 1 | ||||
Proceeds from sale of receivables | $ | $ 48.3 | ||||
Utility Company under Chapter 11 | Other income (expense), net | |||||
Customer concentration | |||||
Loss on sale of receivables | $ | $ 2.9 | ||||
Revenues | Customer concentration | Top ten customers | |||||
Customer concentration | |||||
Number of top customers | customer | 10 | ||||
Number of calendar years in which top customers typically generate minimum specified percentage of revenue | item | 1 | ||||
Percentage of concentration risk | 42.90% | 47.00% | 47.20% | ||
Revenues | Customer concentration | Top ten customers | Minimum | |||||
Customer concentration | |||||
Minimum percentage of revenues generated by top ten customers | 40.00% | ||||
Revenues | Customer concentration | Top ten customers | Maximum | |||||
Customer concentration | |||||
Minimum percentage of revenues generated by top ten customers | 50.00% | ||||
Revenues | Customer concentration | Utility Company under Chapter 11 | |||||
Customer concentration | |||||
Percentage of concentration risk | 7.20% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Property and equipment | |
Estimated useful lives of the related assets | 3 years |
Maximum | |
Property and equipment | |
Estimated useful lives of the related assets | 30 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash and cash equivalents | $ 200,512 | $ 326,744 |
Interest rate swap | Significant Other Observable Inputs (Level2) | ||
Liabilities | ||
Derivative liability | $ 4,346 | $ 9,205 |
Business Combinations - 2021 Ac
Business Combinations - 2021 Acquisitions (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Acquisitions | |||||
Net cash paid | $ 606,974 | ||||
Fair value of net assets acquired | |||||
Goodwill | $ 581,664 | 581,664 | $ 215,103 | $ 206,159 | |
Transaction and related costs | $ 16,399 | $ 3,430 | $ 922 | ||
Employees of Future Infrastructure Holdings, LLC | |||||
Fair value of net assets acquired | |||||
Discount (as a percent) | 15.00% | ||||
Willbros | Transmission | |||||
Acquisitions | |||||
Net cash paid | $ 604,700 | ||||
FIH | |||||
Acquisitions | |||||
Decrease to intangible assets | (4,000) | ||||
Reduction in purchase consideration | 6,500 | ||||
Adjustments to goodwill | $ (7,200) | ||||
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 | 54,337 | ||||
Contract assets | 32,343 | ||||
Prepaid expenses and other current assets | 483 | ||||
Property, plant and equipment | 56,128 | ||||
Operating lease assets | 13,105 | ||||
Other long-term assets | 6,976 | ||||
Accounts payable and accrued liabilities | (29,838) | ||||
Contract liabilities | (2,256) | ||||
Long-term debt (including current portion) | (959) | ||||
Noncurrent operating lease liabilities, net of current | (10,975) | ||||
Other long-term liabilities | (7,581) | ||||
Total identifiable net assets | 248,688 | ||||
Goodwill | $ 366,561 | ||||
Goodwill is expected to be deductible for income tax purposes (in years) | 15 years | ||||
Revenue since acquisition | $ 266,600 | ||||
Gross profit since acquisition | 43,600 | ||||
Transaction and related costs | $ 14,600 | ||||
Discount (as a percent) | 15.00% | ||||
FIH | Customer relationships | |||||
Fair value of net assets acquired | |||||
Intangibles assets | $ 122,000 | ||||
Useful life | 19 years | ||||
FIH | Tradenames | |||||
Fair value of net assets acquired | |||||
Intangibles assets | $ 4,400 | ||||
Useful life | 1 year |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Pro forma results | ||
Tax rate | 23.80% | 27.90% |
FIH | ||
Pro forma results | ||
Revenue | $ 3,502,078 | $ 3,822,126 |
Income before provision for income taxes | 164,059 | 138,347 |
Net income attributable to Primoris | $ 124,909 | $ 99,716 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 52,727 | 49,341 |
Diluted (in shares) | 53,221 | 49,798 |
Earnings per share: | ||
Basic (in dollars per share) | $ 2.37 | $ 2.02 |
Diluted (in dollars per share) | $ 2.35 | $ 2 |
Revenue - Performance obligatio
Revenue - Performance obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Remaining performance obligations | $ 2,600 | |
Revenue recognized from performance obligations satisfied in previous periods | 55.8 | $ 9.9 |
Amount of contract modifications included in the expected contract value. | 86.9 | |
Amount of unapproved contract modifications recognized as revenue on a cumulative catch-up basis | $ 79.5 |
Revenue - Performance obligat_2
Revenue - Performance obligations - 2021 (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Dec. 31, 2021 |
Revenue expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Percentage of remaining performance obligation expected to be recognized in period | 58.60% |
Revenue - Contract assets (Deta
Revenue - Contract assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unbilled revenue | $ 283,767 | $ 192,176 |
Retention receivable | 124,990 | 115,877 |
Contract materials (not yet installed) | 14,902 | 17,796 |
Contract assets | 423,659 | $ 325,849 |
Increase (decrease) in contract assets | 97,800 | |
FIH | ||
Increase in unbilled revenue | $ 39,600 |
Revenue - Contract liabilities
Revenue - Contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Deferred revenue | $ 234,352 | $ 252,781 |
Accrued loss provision | 6,060 | 14,446 |
Contract liabilities | 240,412 | 267,227 |
Decrease in contract liabilities | (26,800) | |
Revenue recognized included in contract liability at beginning of period | $ 250,400 | $ 146,000 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue by customer type and contract type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||||||||||
Revenue | $ 884,448 | $ 913,245 | $ 881,610 | $ 818,329 | $ 897,338 | $ 942,700 | $ 908,216 | $ 743,243 | $ 3,497,632 | $ 3,491,497 | $ 3,106,329 |
Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,253,628 | 1,024,997 | 775,487 | ||||||||
Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,457,290 | 1,516,733 | 1,289,261 | ||||||||
Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 786,714 | 949,767 | 1,041,581 | ||||||||
MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,603,849 | 1,360,396 | 1,356,542 | ||||||||
Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,893,783 | 2,131,101 | 1,749,787 | ||||||||
Utilities | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,657,957 | 1,365,635 | 1,383,806 | ||||||||
Utilities | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 125,640 | 130,723 | 174,833 | ||||||||
Utilities | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,146,316 | 865,269 | 909,867 | ||||||||
Utilities | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 386,001 | 369,643 | 299,106 | ||||||||
Utilities | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,364,995 | 1,080,158 | 1,052,851 | ||||||||
Utilities | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 292,962 | 285,477 | 330,955 | ||||||||
Energy/Renewables | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,408,211 | 1,228,821 | 1,217,367 | ||||||||
Energy/Renewables | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 802,995 | 375,718 | 540,497 | ||||||||
Energy/Renewables | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 307,786 | 340,684 | 341,431 | ||||||||
Energy/Renewables | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 297,430 | 512,419 | 335,439 | ||||||||
Energy/Renewables | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 166,796 | 140,370 | 188,981 | ||||||||
Energy/Renewables | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,241,415 | 1,088,451 | 1,028,386 | ||||||||
Pipeline | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 431,464 | 897,041 | 505,156 | ||||||||
Pipeline | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 324,993 | 518,556 | 60,157 | ||||||||
Pipeline | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 3,188 | 310,780 | 37,963 | ||||||||
Pipeline | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 103,283 | 67,705 | 407,036 | ||||||||
Pipeline | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 72,058 | 139,868 | 114,710 | ||||||||
Pipeline | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | $ 359,406 | $ 757,173 | $ 390,446 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment | |||
Gross property and equipment | $ 882,535 | $ 773,393 | |
Less: accumulated depreciation and amortization | (449,256) | (417,199) | |
Property and equipment, net | 433,279 | 356,194 | |
Depreciation | $ 87,200 | 73,700 | $ 74,000 |
Minimum | |||
Property and equipment | |||
Useful Life | 3 years | ||
Maximum | |||
Property and equipment | |||
Useful Life | 30 years | ||
Land and buildings | |||
Property and equipment | |||
Gross property and equipment | $ 144,718 | 147,983 | |
Useful Life | 30 years | ||
Leasehold improvements | |||
Property and equipment | |||
Gross property and equipment | $ 19,555 | 16,018 | |
Office equipment | |||
Property and equipment | |||
Gross property and equipment | $ 20,045 | 13,239 | |
Office equipment | Minimum | |||
Property and equipment | |||
Useful Life | 3 years | ||
Office equipment | Maximum | |||
Property and equipment | |||
Useful Life | 5 years | ||
Construction equipment | |||
Property and equipment | |||
Gross property and equipment | $ 652,296 | 554,788 | |
Construction equipment | Minimum | |||
Property and equipment | |||
Useful Life | 3 years | ||
Construction equipment | Maximum | |||
Property and equipment | |||
Useful Life | 7 years | ||
Solar equipment | |||
Property and equipment | |||
Gross property and equipment | $ 23,552 | 23,552 | |
Useful Life | 25 years | ||
Construction in progress | |||
Property and equipment | |||
Gross property and equipment | $ 22,369 | $ 17,813 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | |||
Goodwill, Beginning Balance | $ 215,103 | $ 206,159 | |
Goodwill acquired during the period | 366,561 | 8,944 | |
Goodwill, Ending Balance | 581,664 | 215,103 | $ 206,159 |
Goodwill impairment | 0 | 0 | 0 |
Goodwill changes | 0 | ||
Utilities | |||
Goodwill | |||
Goodwill, Beginning Balance | 96,344 | 87,791 | |
Goodwill acquired during the period | 366,561 | 8,553 | |
Goodwill, Ending Balance | 462,905 | 96,344 | 87,791 |
Energy/Renewables | |||
Goodwill | |||
Goodwill, Beginning Balance | 66,344 | 66,083 | |
Goodwill acquired during the period | 261 | ||
Goodwill, Ending Balance | 66,344 | 66,344 | 66,083 |
Pipeline | |||
Goodwill | |||
Goodwill, Beginning Balance | 52,415 | 52,285 | |
Goodwill acquired during the period | 130 | ||
Goodwill, Ending Balance | $ 52,415 | $ 52,415 | $ 52,285 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets | |||
Gross Carrying Amount | $ 237,567 | $ 108,940 | |
Accumulated Amortization | (66,247) | (47,928) | |
Intangible assets, net | 171,320 | 61,012 | |
Amortization expense of intangible assets | 18,300 | 8,800 | $ 11,400 |
Tradenames | |||
Intangible assets | |||
Gross Carrying Amount | 20,440 | 16,040 | |
Accumulated Amortization | (19,675) | (14,793) | |
Intangible assets, net | 765 | 1,247 | |
Customer relationships | |||
Intangible assets | |||
Gross Carrying Amount | 215,227 | 91,000 | |
Accumulated Amortization | (44,727) | (31,400) | |
Intangible assets, net | 170,500 | 59,600 | |
Non-compete agreements | |||
Intangible assets | |||
Gross Carrying Amount | 1,900 | 1,900 | |
Accumulated Amortization | (1,845) | (1,735) | |
Intangible assets, net | $ 55 | $ 165 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Estimated future amortization expense for intangible assets | ||
2022 | $ 13,427 | |
2023 | 12,409 | |
2024 | 11,690 | |
2025 | 10,968 | |
2026 | 10,518 | |
Thereafter | 112,308 | |
Intangible assets, net | $ 171,320 | $ 61,012 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities | ||
Retention amounts included in accounts payable | $ 15,200 | $ 12,600 |
Accrued liabilities | ||
Payroll and related employee benefits | 77,887 | 81,088 |
Current operating lease liability | 61,587 | 73,033 |
Casualty insurance reserves | 7,107 | 8,365 |
Corporate income taxes and other taxes | 7,967 | 13,783 |
Other | 20,273 | 24,404 |
Total accrued liabilities | $ 174,821 | $ 200,673 |
Credit Arrangements (Details)
Credit Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Credit arrangements | ||
Total debt | $ 665,660 | $ 317,078 |
Unamortized debt issuance costs | (4,198) | (521) |
Total debt, net | 661,462 | 316,557 |
Current portion of long-term debt | (67,230) | (47,722) |
Long-term debt, net of current portion | 594,232 | 268,835 |
Scheduled maturities of long-term debt | ||
2022 | 67,230 | |
2023 | 55,985 | |
2024 | 49,575 | |
2025 | 57,120 | |
2026 | 424,190 | |
Thereafter | 11,560 | |
Term Loan | ||
Credit arrangements | ||
Total debt | 520,281 | 192,500 |
Commercial equipment notes | ||
Credit arrangements | ||
Total debt | 107,934 | 85,783 |
Mortgages | ||
Credit arrangements | ||
Total debt | $ 37,445 | $ 38,795 |
Credit Arrangements - Narrative
Credit Arrangements - Narrative (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Sep. 13, 2018 | Aug. 03, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Sep. 29, 2017 |
Credit arrangements | ||||||||
Weighted average interest rate (as a percent) | 2.80% | 3.70% | ||||||
Unamortized Debt Issuance Expense | $ 4,198 | $ 521 | ||||||
Repayments of Long-term Debt | 113,851 | 68,884 | $ 72,077 | |||||
Aggregate principal amount | $ 661,462 | $ 316,557 | ||||||
Interest rate swap | ||||||||
Credit arrangements | ||||||||
Interest rate swap agreement | 75.00% | |||||||
Revolving Credit Facility | ||||||||
Credit arrangements | ||||||||
Maximum borrowing capacity | $ 200,000 | |||||||
Potential increase per the agreement | 75,000 | |||||||
Commercial letters of credit | ||||||||
Credit arrangements | ||||||||
Maximum borrowing capacity | $ 200,000 | |||||||
Mortgages | Minimum | ||||||||
Credit arrangements | ||||||||
Interest rate (as a percent) | 4.21% | |||||||
Mortgages | Maximum | ||||||||
Credit arrangements | ||||||||
Interest rate (as a percent) | 4.50% | |||||||
Commercial Equipment Notes | Minimum | ||||||||
Credit arrangements | ||||||||
Interest rate (as a percent) | 1.60% | |||||||
Commercial Equipment Notes | Maximum | ||||||||
Credit arrangements | ||||||||
Interest rate (as a percent) | 4.40% | |||||||
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 | |||||||
Borrowings outstanding | $ 0 | |||||||
Available borrowing capacity | 158,000 | |||||||
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 | |||||||
Credit Agreement | Commercial letters of credit | ||||||||
Credit arrangements | ||||||||
Maximum borrowing capacity | $ 200,000 | |||||||
Letters of credit outstanding | 42,000 | |||||||
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 | ||||||||
Basis spread on variable rate (as a percent) | 2.00% |
Credit Arrangements - Canadian
Credit Arrangements - Canadian Credit Facilities (Details) $ in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Jan. 15, 2021USD ($) | |
Commercial letters of credit | |||
Credit arrangements | |||
Maximum borrowing capacity | $ 200 | ||
Canadian Credit Facility | |||
Credit arrangements | |||
Maximum borrowing capacity | $ 4 | ||
Available borrowing capacity | 3.6 | ||
Annual fee (as a percent) | 1.00% | ||
Canadian Credit Facility | Maximum | |||
Credit arrangements | |||
Term of credit facility | 5 years | ||
Canadian Credit Facility | Commercial letters of credit | |||
Credit arrangements | |||
Letters of credit outstanding | $ 0.4 | ||
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 | Sep. 13, 2018USD ($) | Dec. 31, 2021USD ($)instrument | Dec. 31, 2020USD ($) |
Derivative Instruments | |||
Number of Instruments used for trading | instrument | 0 | ||
Interest rate swap | |||
Derivative Instruments | |||
Notional Amount | $ | $ 165 | $ 134.1 | $ 144.4 |
Notional amount adjustment | 75.00% |
Derivative Instruments - Deriva
Derivative Instruments - Derivative contract and instruments (Details) - Interest rate swap - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest expense | |||
Derivative Instruments | |||
Amount of loss recognized on derivatives, net | $ (838) | $ 6,203 | $ 4,601 |
Other long-term liabilities | |||
Derivative Instruments | |||
Liability Derivatives | $ 4,346 | $ 9,205 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interests | |||||||||||
Revenue | $ 884,448 | $ 913,245 | $ 881,610 | $ 818,329 | $ 897,338 | $ 942,700 | $ 908,216 | $ 743,243 | $ 3,497,632 | $ 3,491,497 | $ 3,106,329 |
Net income attributable to noncontrolling interests | 128 | 9 | 1,770 | ||||||||
Carlsbad joint venture | |||||||||||
Noncontrolling Interests | |||||||||||
Ownership interest (as a percent) | 50.00% | ||||||||||
Carlsbad joint venture | Non Controlling Interest | |||||||||||
Noncontrolling Interests | |||||||||||
Distributions to partners | 1,000 | ||||||||||
Carlsbad joint venture | |||||||||||
Noncontrolling Interests | |||||||||||
Revenue | 350 | 75 | 5,970 | ||||||||
Net income attributable to noncontrolling interests | 128 | 9 | 1,770 | ||||||||
Distributions to partners | 200 | $ 1,000 | 3,500 | ||||||||
Carlsbad joint venture | Non Controlling Interest | |||||||||||
Noncontrolling Interests | |||||||||||
Distributions to partners | $ 200 | $ 3,500 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options to extend leases | true | ||
Components of lease expense | |||
Operating lease expense | $ 80,974 | $ 90,965 | $ 77,222 |
Operating lease liabilities | |||
Accrued liabilities | $ 61,587 | $ 73,033 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current | |
Noncurrent operating lease liabilities, net of current portion | $ 98,059 | $ 137,913 | |
Operating lease liabilities | $ 159,646 | $ 210,946 | |
Maximum | |||
Renewal term | 5 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Future minimum lease payments under non-cancelable operating leases | ||
2022 | $ 65,837 | |
2023 | 52,008 | |
2024 | 25,737 | |
2025 | 8,264 | |
2026 | 5,223 | |
Thereafter | 11,568 | |
Total lease payments | 168,637 | |
Less imputed interest | (8,991) | |
Total | $ 159,646 | $ 210,946 |
Leases - Other Information Rela
Leases - Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 82,972 | $ 93,107 |
Weighted-average remaining lease term on operating leases (years) | 3 years 3 months 25 days | 3 years 6 months 3 days |
Weighted-average discount rate on operating leases | 3.43% | 3.59% |
Commitments and Contingencies -
Commitments and Contingencies - Legal (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies. | ||
Bid and completion bonds issued and outstanding | $ 3,200 | $ 3,200 |
Remaining performance obligation on the bonded projects. | $ 1,200 | $ 696 |
Reportable Segments (Details)
Reportable Segments (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Segment reporting information | |||||||||||
Number of reportable segments | 3 | 5 | |||||||||
Revenue | $ 884,448,000 | $ 913,245,000 | $ 881,610,000 | $ 818,329,000 | $ 897,338,000 | $ 942,700,000 | $ 908,216,000 | $ 743,243,000 | $ 3,497,632,000 | $ 3,491,497,000 | $ 3,106,329,000 |
% of Total Revenue | 100.00% | 100.00% | 100.00% | ||||||||
Gross Profit | $ 96,017,000 | $ 127,436,000 | $ 113,026,000 | $ 80,181,000 | $ 97,756,000 | $ 123,681,000 | $ 100,967,000 | $ 47,810,000 | $ 416,660,000 | $ 370,214,000 | $ 330,926,000 |
% of Revenue | 11.90% | 10.60% | 10.70% | ||||||||
Utilities | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 1,657,957,000 | $ 1,365,635,000 | $ 1,383,806,000 | ||||||||
% of Total Revenue | 47.40% | 39.10% | 44.50% | ||||||||
Gross Profit | $ 186,287,000 | $ 177,836,000 | $ 139,225,000 | ||||||||
% of Revenue | 11.20% | 13.00% | 10.10% | ||||||||
Energy/Renewables | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 1,408,211,000 | $ 1,228,821,000 | $ 1,217,367,000 | ||||||||
% of Total Revenue | 40.30% | 35.20% | 39.20% | ||||||||
Gross Profit | $ 150,286,000 | $ 94,919,000 | $ 130,151,000 | ||||||||
% of Revenue | 10.70% | 7.70% | 10.70% | ||||||||
Pipeline | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 431,464,000 | $ 897,041,000 | $ 505,156,000 | ||||||||
% of Total Revenue | 12.30% | 25.70% | 16.30% | ||||||||
Gross Profit | $ 80,087,000 | $ 97,459,000 | $ 61,550,000 | ||||||||
% of Revenue | 18.60% | 10.90% | 12.20% |
Reportable Segments - Revenue a
Reportable Segments - Revenue and Total Assets by Geographic Area (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues and total assets by geographic area | |||
% of Revenue | 100.00% | 100.00% | 100.00% |
Non-United States | |||
Revenues and total assets by geographic area | |||
% of Revenue | 4.50% | 3.50% | 5.80% |
% of total assets | 3.50% | 3.90% |
Multiemployer Plans (Details)
Multiemployer Plans (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Multiemployer plans | |||
Number of pension plans in which annual contribution was made by the entity during last three years | item | 36 | ||
Contributions to significant plans | $ 25,279 | $ 28,633 | $ 26,095 |
Contributions to other multiemployer plans | 14,391 | 19,764 | 14,905 |
Total contributions made | 39,670 | 48,397 | 41,000 |
Central Pension Fund of the International Union of Operating Engineers and Participating Employers | |||
Multiemployer plans | |||
Contributions to significant plans | 4,985 | 7,734 | 6,572 |
Plumbers & Pipefitters National Pension Fund | |||
Multiemployer plans | |||
Contributions to significant plans | 3,510 | 3,570 | 3,659 |
Southern California Pipe Trades Trust Funds | |||
Multiemployer plans | |||
Contributions to significant plans | 3,456 | 3,312 | 3,078 |
Minnesota Laborers Pension Fund | |||
Multiemployer plans | |||
Contributions to significant plans | 3,299 | 3,386 | 3,108 |
Construction Laborers Pension Trust for Southern California | |||
Multiemployer plans | |||
Contributions to significant plans | 3,254 | 2,844 | 2,886 |
Laborers International Union of North America National Pension Fund | |||
Multiemployer plans | |||
Contributions to significant plans | 2,832 | 5,206 | 3,969 |
Laborers Pension Trust Fund For Northern California One | |||
Multiemployer plans | |||
Contributions to significant plans | $ 3,943 | $ 2,581 | $ 2,823 |
Company Retirement Plans (Detai
Company Retirement Plans (Details) - United States - 401(k) Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Company retirement plans | |||
Employer discretionary contributions | $ 0 | $ 0 | $ 0 |
Employer's contribution | $ 11,600 | $ 8,400 | $ 7,000 |
Deferred Compensation Agreeme_3
Deferred Compensation Agreements and Stock-Based Compensation (Details) - Primoris Long Term Retention Plan | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred compensation agreements | |||
Vesting period | 3 years | ||
Percentage of participant's annual earned bonus deferred | 50.00% | ||
Period of deferral of annual earned bonus | 1 year | ||
Maximum percentage of participant's earned bonus amount up to which common stock can be purchased in a stock purchase plan | 16.67% | 16.67% | |
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75.00% | 75.00% | 75.00% |
Deferred Compensation Agreeme_4
Deferred Compensation Agreements and Stock-Based Compensation - Restricted Stock Units (Details) - Equity Plan - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 13, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based awards grant | 2,500,000 | |||
Remaining common stock available for grant | 900,000 | |||
RSUs | ||||
Units | ||||
Beginning balance, Units | 289,143 | |||
Granted, Units | 434,576 | 184,256 | ||
Vested, Units | (158,826) | |||
Forfeited, Units | (26,553) | |||
Ending balance, Units | 538,340 | 289,143 | ||
Weighted Average Grant Date Fair Value per Unit | ||||
Beginning Balance, Weighted Average Grant Date Fair Value per Unit | $ 21.91 | |||
Granted, Weighted Average Grant Date Fair Value per Unit | 31.69 | $ 19.66 | ||
Vested, Weighted Average Grant Date Fair Value per Unit | 23.77 | |||
Forfeited, Weighted Average Grant Date Fair Value per Unit | 28.14 | |||
Ending Balance, Weighted Average Grant Date Fair Value per Unit | $ 28.96 | $ 21.91 | ||
Total fair value of Units vested | $ 4.6 | $ 0.6 | $ 1.2 | |
Compensation expense recognized | 10.5 | $ 2.3 | $ 1.6 | |
Unrecognized compensation expense | $ 10.8 | |||
Period to recognize unrecognized compensation expense | 2 years 1 month 9 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | Feb. 29, 2020 | Oct. 31, 2019 | |
Related party transactions | ||||||
Number of shares purchased under share purchase program | 2,316,960 | 635,763 | 694,260 | |||
Amount paid for shares purchased under share purchase program | $ 50,000,000 | $ 14,700,000 | $ 11,500,000 | |||
Share purchase authorized amount | $ 25,000,000 | $ 25,000,000 | $ 50,000,000 | |||
Former Board of Director | ||||||
Related party transactions | ||||||
Number of shares purchased under share purchase program | 2,316,960 | |||||
Amount paid for shares purchased under share purchase program | $ 50,000,000 | |||||
Share price (in dollars per share) | $ 21.58 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Domestic and foreign components of income before income taxes | |||
United States | $ 140,307 | $ 140,346 | $ 107,639 |
Foreign | 11,550 | 5,293 | 10,270 |
Income before provision for income taxes | 151,857 | 145,639 | 117,909 |
Current provision | |||
Federal | 3,678 | 37,315 | 12,513 |
State | 4,471 | 6,680 | 4,398 |
Foreign | 2,405 | 1,741 | 2,954 |
Total | 10,554 | 45,736 | 19,865 |
Deferred provision (benefit) | |||
Federal | 22,607 | (3,207) | 12,283 |
State | 2,372 | (1,064) | 1,940 |
Foreign | 585 | (809) | (276) |
Total | 25,564 | (5,080) | 13,947 |
Total | $ 36,118 | $ 40,656 | $ 33,812 |
Reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | |||
U.S. federal statutory income tax rate (as a percent) | 21.00% | 21.00% | 21.00% |
State taxes, net of federal income tax impact (as a percent) | 3.90% | 3.10% | 4.40% |
Tax credits (as a percent) | (1.10%) | (0.80%) | (1.70%) |
Income taxed at rates greater than U.S. (as a percent) | 0.20% | 0.20% | 1.10% |
Nondeductible meals & entertainment (as a percent) | 0.20% | 3.30% | 3.00% |
Nondeductible compensation (as a percent) | 0.30% | 0.30% | 0.70% |
Other items (as a percent) | (0.70%) | 0.80% | 0.60% |
Effective tax rate excluding income attributable to noncontrolling interests (as a percent) | 23.80% | 27.90% | 29.10% |
Impact of income from noncontrolling interests on effective tax rate (as a percent) | (0.40%) | ||
Effective tax rate (as a percent) | 23.80% | 27.90% | 28.70% |
Deferred tax assets: | |||
Accrued compensation | $ 4,178 | $ 1,810 | |
Accrued workers compensation | 3,252 | 5,035 | |
Net operating losses | 36,517 | 37,013 | |
Capital loss carryforward | 9,776 | 10,974 | |
Lease liabilities | 30,461 | 47,955 | |
Insurance reserves | 4,555 | 7,200 | |
Loss reserves | 2,163 | 4,191 | |
Tax credit | 1,540 | 825 | |
State income taxes | 73 | 872 | |
Interest rate swap | 1,013 | 2,412 | |
Deferred payroll tax | 5,404 | 10,687 | |
Other | 1,308 | 1,269 | |
Total deferred tax assets | 100,240 | 130,243 | |
Deferred tax liabilities | |||
Depreciation and amortization | (84,371) | (66,150) | |
Prepaid expense and other | (796) | (1,387) | |
Lease assets | (31,069) | (47,961) | |
Total deferred tax liabilities | (116,236) | (115,498) | |
Valuation allowance | (21,207) | (26,384) | |
Net deferred tax liabilities | (37,203) | (11,639) | |
Tax effect of U.S. capital loss carryforward | 9,800 | ||
Change in valuation allowance | $ (5,200) | (1,500) | |
Expiration period for state net operating loss carryforwards (in years) | 20 years | ||
Expiration period for foreign tax credits (in years) | 10 years | ||
Reasonably possible decrease in unrecognized tax benefits | $ 400 | ||
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 | $ 42,100 | 40,800 | |
Reconciliation and aggregate changes for unrecognized tax benefits | |||
Beginning balance | 1,553 | 815 | $ 890 |
Increases in balances for tax positions taken during the current year | 288 | 377 | 295 |
Increases in balances for tax positions taken during prior years | 83 | 717 | |
Settlements and effective settlements with tax authorities | (416) | (158) | (231) |
Lapse of statute of limitations | (171) | (198) | (139) |
Total | 1,337 | $ 1,553 | $ 815 |
Federal | |||
Deferred tax liabilities | |||
Net operating loss carryforward | 22,200 | ||
State | |||
Deferred tax liabilities | |||
Net operating loss carryforward | 9,700 | ||
Foreign | |||
Deferred tax liabilities | |||
Net operating loss carryforward | 4,600 | ||
Foreign | Foreign tax credits | |||
Deferred tax liabilities | |||
Capital loss carryforward | $ 700 | ||
Canada | |||
Reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | |||
U.S. federal statutory income tax rate (as a percent) | 23.00% | 23.00% | 23.00% |
Dividends and Earnings Per Sh_3
Dividends and Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 03, 2021 | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Nov. 05, 2020 | Jul. 31, 2020 | May 01, 2020 | Feb. 21, 2020 | Oct. 31, 2019 | Aug. 02, 2019 | May 03, 2019 | Feb. 26, 2019 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | ||||||||
Numerator: | ||||||||||||||||||||||||
Net income attributable to Primoris | $ 29,418 | $ 44,053 | $ 36,290 | $ 5,850 | $ 31,811 | $ 43,941 | $ 32,959 | $ (3,737) | $ 115,611 | $ 104,974 | $ 82,327 | |||||||||||||
Denominator: | ||||||||||||||||||||||||
Weighted average shares for computation of basic earnings per share | 53,625 | 53,769 | 53,729 | 49,503 | 48,104 | 48,253 | 48,270 | 48,588 | 52,674 | 48,303 | 50,784 | |||||||||||||
Dilutive effect of shares issued to independent directors | 3 | 5 | 3 | |||||||||||||||||||||
Dilutive effect of RSUs | 484 | 325 | 297 | |||||||||||||||||||||
Weighted average shares for computation of diluted earnings per share | 54,172 | 54,367 | 54,285 | 50,026 | 48,410 | 48,574 | 48,668 | 48,588 | 53,161 | 48,633 | 51,084 | |||||||||||||
Earnings (loss) per share attributable to Primoris: | ||||||||||||||||||||||||
Basic earnings per share (in dollars per share) | $ 0.55 | $ 0.82 | $ 0.68 | $ 0.12 | $ 0.66 | $ 0.91 | $ 0.68 | $ (0.08) | $ 2.19 | $ 2.17 | $ 1.62 | |||||||||||||
Diluted earnings per share (in dollars per share) | $ 0.54 | $ 0.81 | $ 0.67 | $ 0.12 | $ 0.66 | $ 0.90 | $ 0.68 | $ (0.08) | $ 2.17 | $ 2.16 | $ 1.61 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock | |||
Common stock, shares authorized | 90,000,000 | 90,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 53,194,585 | 48,110,442 | |
Common stock, shares outstanding | 53,194,585 | 48,110,442 | |
Period of restriction on trade for shares issued to non-employee members of the board of directors under the Primoris Long-term Retention Plan | 1 year | ||
Proceeds from issuance of common stock | $ 178,707 | $ 578 | $ 1,804 |
Preferred Stock | |||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | |
Par value of preferred stock (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares outstanding | 0 | 0 | |
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 | ||
RSUs | |||
Common Stock | |||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 122,690 | 57,112 | 122,319 |
Equity Plan | |||
Common Stock | |||
Shares of common stock issued as a part of quarterly compensation of non-employee members of the Board of Directors | 32,920 | 47,928 | 30,155 |
Equity Plan | RSUs | |||
Common Stock | |||
Compensation expense recognized | $ 10,500 | $ 2,300 | $ 1,600 |
Primoris Long Term Retention Plan | |||
Common Stock | |||
Shares of common stock issued under the long-term incentive plan | 25,987 | 34,524 | 114,106 |
Amount received in exchange for shares of common stock under a long term incentive plan | $ 500 | $ 600 | $ 1,800 |
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75.00% | 75.00% | 75.00% |
Stockholders' Equity - Secondar
Stockholders' Equity - Secondary Offering & Share Purchase Plan (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 | Feb. 29, 2020 | Oct. 31, 2019 | |
Secondary Offering | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Proceeds from issuance of common stock | $ 178,707,000 | $ 578,000 | $ 1,804,000 | |||||
Share purchase plan | ||||||||
Aggregate purchase price up to which shares can be acquired under share purchase program | $ 25,000,000 | $ 25,000,000 | $ 50,000,000 | |||||
Number of shares purchased under share purchase program | 2,316,960 | 635,763 | 694,260 | |||||
Amount paid for shares purchased under share purchase program | $ 50,000,000 | $ 14,700,000 | $ 11,500,000 | |||||
Amount paid for shares purchased and cancelled under share purchase program (per share) | $ 21.58 | $ 23.15 | $ 16.50 | |||||
Amount remaining for purchase under share purchase program | $ 10,300,000 | |||||||
Secondary offering | ||||||||
Secondary Offering | ||||||||
Issuance of shares, net of issuance costs (Shares) | 4,500,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Share price (in dollars per share) | $ 35 | |||||||
Proceeds from Issuance of Common Stock Gross | $ 157,500,000 | |||||||
Proceeds from issuance of common stock | $ 149,300,000 |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Selected Quarterly Financial Information | |||||||||||
Revenue | $ 884,448 | $ 913,245 | $ 881,610 | $ 818,329 | $ 897,338 | $ 942,700 | $ 908,216 | $ 743,243 | $ 3,497,632 | $ 3,491,497 | $ 3,106,329 |
Gross Profit | 96,017 | 127,436 | 113,026 | 80,181 | 97,756 | 123,681 | 100,967 | 47,810 | 416,660 | 370,214 | 330,926 |
Net (loss) income | 29,540 | 44,056 | 36,295 | 5,848 | 31,812 | 43,943 | 32,962 | (3,734) | 115,739 | 104,983 | 84,097 |
Net (loss) income attributable to Primoris | $ 29,418 | $ 44,053 | $ 36,290 | $ 5,850 | $ 31,811 | $ 43,941 | $ 32,959 | $ (3,737) | $ 115,611 | $ 104,974 | $ 82,327 |
Earnings per share: | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.55 | $ 0.82 | $ 0.68 | $ 0.12 | $ 0.66 | $ 0.91 | $ 0.68 | $ (0.08) | $ 2.19 | $ 2.17 | $ 1.62 |
Diluted earnings per share (in dollars per share) | $ 0.54 | $ 0.81 | $ 0.67 | $ 0.12 | $ 0.66 | $ 0.90 | $ 0.68 | $ (0.08) | $ 2.17 | $ 2.16 | $ 1.61 |
Weighted average common shares outstanding: | |||||||||||
Basic (in shares) | 53,625 | 53,769 | 53,729 | 49,503 | 48,104 | 48,253 | 48,270 | 48,588 | 52,674 | 48,303 | 50,784 |
Diluted (in shares) | 54,172 | 54,367 | 54,285 | 50,026 | 48,410 | 48,574 | 48,668 | 48,588 | 53,161 | 48,633 | 51,084 |