Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 04, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2019 | |
Entity File Number | 001-34145 | |
Entity Registrant Name | Primoris Services Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-4743916 | |
Entity Address, Address Line One | 2300 N. Field Street, SuiteĀ 1900 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 214 | |
Local Phone Number | 740-5600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | PRIM | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 50,982,098 | |
Entity Central Index Key | 0001361538 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 43,837 | $ 151,063 |
Accounts receivable, net | 551,543 | 372,695 |
Contract assets | 331,910 | 364,245 |
Prepaid expenses and other current assets | 34,222 | 36,444 |
Total current assets | 961,512 | 924,447 |
Property and equipment, net | 379,739 | 375,884 |
Operating lease assets | 228,100 | |
Deferred tax assets | 888 | 1,457 |
Intangible assets, net | 72,581 | 81,198 |
Goodwill | 215,103 | 206,159 |
Other long-term assets | 11,046 | 5,002 |
Total assets | 1,868,969 | 1,594,147 |
Current liabilities: | ||
Accounts payable | 219,792 | 249,217 |
Contract liabilities | 189,664 | 189,539 |
Accrued liabilities | 219,472 | 117,527 |
Dividends payable | 3,059 | 3,043 |
Current portion of long-term debt | 60,104 | 62,488 |
Total current liabilities | 692,091 | 621,814 |
Long-term debt, net of current portion | 307,397 | 305,669 |
Noncurrent operating lease liabilities, net of current portion | 162,418 | |
Deferred tax liabilities | 3,611 | 8,166 |
Other long-term liabilities | 49,289 | 51,515 |
Total liabilities | 1,214,806 | 987,164 |
Commitments and contingencies (See Note 17) | ||
Stockholders' equity | ||
Common stock-$.0001 par value; 90,000,000 shares authorized; 50,982,098 and 51,715,518 issued and outstanding at September 30, 2019 and December 31, 2018 | 5 | 5 |
Additional paid-in capital | 146,765 | 144,048 |
Retained earnings | 507,269 | 461,075 |
Accumulated other comprehensive loss | (338) | (908) |
Noncontrolling interest | 462 | 2,763 |
Total stockholders' equity | 654,163 | 606,983 |
Total liabilities and stockholders' equity | $ 1,868,969 | $ 1,594,147 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 50,982,098 | 51,715,518 |
Common stock, shares outstanding | 50,982,098 | 51,715,518 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||
Revenue | $ 865,064 | $ 908,902 | $ 2,316,551 | $ 2,061,808 |
Cost of revenue | 756,643 | 802,397 | 2,075,139 | 1,839,324 |
Gross profit | 108,421 | 106,505 | 241,412 | 222,484 |
Selling, general and administrative expenses | 49,827 | 51,604 | 141,477 | 132,049 |
Merger and related costs | 3,827 | 13,190 | ||
Operating income | 58,594 | 51,074 | 99,935 | 77,245 |
Other income (expense): | ||||
Foreign exchange (loss) gain | (136) | (69) | (724) | 1,444 |
Other income (expense), net | (2,928) | 32 | (3,121) | (751) |
Interest income | 42 | 932 | 610 | 1,544 |
Interest expense | (5,186) | (6,448) | (17,494) | (11,637) |
Income before provision for income taxes | 50,386 | 45,521 | 79,206 | 67,845 |
Provision for income taxes | (14,560) | (10,716) | (22,620) | (14,633) |
Net income | 35,826 | 34,805 | 56,586 | 53,212 |
Less net income attributable to noncontrolling interests | (178) | (2,114) | (1,204) | (8,118) |
Net income attributable to Primoris | $ 35,648 | $ 32,691 | $ 55,382 | $ 45,094 |
Dividends per common share (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
Earnings per share: | ||||
Basic (in dollars per share) | 0.70 | 0.64 | 1.09 | 0.88 |
Diluted (in dollars per share) | $ 0.70 | $ 0.63 | $ 1.08 | $ 0.87 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 50,976 | 51,403 | 50,887 | 51,471 |
Diluted (in shares) | 51,215 | 51,735 | 51,210 | 51,760 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 35,826 | $ 34,805 | $ 56,586 | $ 53,212 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments | (166) | 200 | 570 | 577 |
Comprehensive income | 35,660 | 35,005 | 57,156 | 53,789 |
Less net income attributable to noncontrolling interests | (178) | (2,114) | (1,204) | (8,118) |
Comprehensive income attributable to Primoris | $ 35,482 | $ 32,891 | $ 55,952 | $ 45,671 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non Controlling Interest | Total |
Balance at Dec. 31, 2017 | $ 5 | $ 160,502 | $ 395,961 | $ 5,715 | $ 562,183 | |
Balance (in shares) at Dec. 31, 2017 | 51,448,753 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 45,094 | 8,118 | 53,212 | |||
Foreign currency translation adjustments, net of tax | $ 577 | 577 | ||||
Issuance of shares to employees and/or directors | 2,245 | 2,245 | ||||
Issuance of shares to employees and/or directors (in shares) | 91,911 | |||||
Amortization of Restricted Stock Units | 748 | 748 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 35 | (35) | ||||
Repurchase of stock | (8,479) | (8,479) | ||||
Repurchase of stock (in shares) | (335,705) | |||||
Distribution of noncontrolling entities | (8,750) | (8,750) | ||||
Dividends declared | (9,256) | (9,256) | ||||
Balance at Sep. 30, 2018 | $ 5 | 155,051 | 431,764 | 577 | 5,083 | 592,480 |
Balance (in shares) at Sep. 30, 2018 | 51,204,959 | |||||
Balance at Jun. 30, 2018 | $ 5 | 162,928 | 402,158 | 377 | 11,719 | 577,187 |
Balance (in shares) at Jun. 30, 2018 | 51,530,572 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 32,691 | 2,114 | 34,805 | |||
Foreign currency translation adjustments, net of tax | 200 | 200 | ||||
Issuance of shares to employees and/or directors | 271 | 271 | ||||
Issuance of shares to employees and/or directors (in shares) | 10,092 | |||||
Amortization of Restricted Stock Units | 318 | 318 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 13 | (13) | ||||
Repurchase of stock | (8,479) | (8,479) | ||||
Repurchase of stock (in shares) | (335,705) | |||||
Distribution of noncontrolling entities | (8,750) | (8,750) | ||||
Dividends declared | (3,072) | (3,072) | ||||
Balance at Sep. 30, 2018 | $ 5 | 155,051 | 431,764 | 577 | 5,083 | 592,480 |
Balance (in shares) at Sep. 30, 2018 | 51,204,959 | |||||
Balance at Dec. 31, 2018 | $ 5 | 144,048 | 461,075 | (908) | 2,763 | 606,983 |
Balance (in shares) at Dec. 31, 2018 | 50,715,518 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 55,382 | 1,204 | 56,586 | |||
Foreign currency translation adjustments, net of tax | 570 | 570 | ||||
Issuance of shares to employees and/or directors | 2,998 | 2,998 | ||||
Issuance of shares to employees and/or directors (in shares) | 144,261 | |||||
Amortization of Restricted Stock Units | 1,218 | 1,218 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 20 | (20) | ||||
Conversion of Restricted Stock Units, net of forfeitures for tax withholdings | (1,519) | (1,519) | ||||
Conversion of Restricted Stock Units, net of forfeitures for tax withholdings (in shares) | 122,319 | |||||
Distribution of noncontrolling entities | (3,505) | (3,505) | ||||
Dividends declared | (9,168) | (9,168) | ||||
Balance at Sep. 30, 2019 | $ 5 | 146,765 | 507,269 | (338) | 462 | 654,163 |
Balance (in shares) at Sep. 30, 2019 | 50,982,098 | |||||
Balance at Jun. 30, 2019 | $ 5 | 146,064 | 474,684 | (172) | 284 | 620,865 |
Balance (in shares) at Jun. 30, 2019 | 50,965,221 | |||||
Increase (Decrease) in Stockholders' Equity Roll Forward | ||||||
Net income | 35,648 | 178 | 35,826 | |||
Foreign currency translation adjustments, net of tax | (166) | (166) | ||||
Issuance of shares to employees and/or directors | 337 | 337 | ||||
Issuance of shares to employees and/or directors (in shares) | 16,877 | |||||
Amortization of Restricted Stock Units | 360 | 360 | ||||
Dividend equivalent Units accrued - Restricted Stock Units | 4 | (4) | ||||
Dividends declared | (3,059) | (3,059) | ||||
Balance at Sep. 30, 2019 | $ 5 | $ 146,765 | $ 507,269 | $ (338) | $ 462 | $ 654,163 |
Balance (in shares) at Sep. 30, 2019 | 50,982,098 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Aug. 02, 2019 | May 03, 2019 | Feb. 26, 2019 | Nov. 02, 2018 | Aug. 02, 2018 | May 04, 2018 | Feb. 21, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Cash dividend declared (in dollars per share) | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 56,586 | $ 53,212 |
Adjustments to reconcile net income to net cash used in operating activities (net of effect of acquisitions): | ||
Depreciation | 55,936 | 47,708 |
Amortization of intangible assets | 8,617 | 8,287 |
Stock-based compensation expense | 1,218 | 748 |
Gain on sale of property and equipment | (7,017) | (3,212) |
Other non-cash items | 240 | 180 |
Changes in assets and liabilities: | ||
Accounts receivable | (177,942) | (78,819) |
Contract assets | 32,274 | (85,817) |
Other current assets | 1,219 | 11,061 |
Other long-term assets | 167 | (957) |
Accounts payable | (29,757) | 24,099 |
Contract liabilities | (3,915) | (11,061) |
Operating lease assets and liabilities, net | (1,489) | |
Accrued liabilities | 17,662 | 16,400 |
Other long-term liabilities | 6,085 | 5,298 |
Net cash used in operating activities | (40,116) | (12,873) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (78,255) | (80,766) |
Issuance of a note receivable | (15,000) | |
Proceeds from a note receivable | 15,000 | |
Proceeds from sale of property and equipment | 24,393 | 9,655 |
Cash paid for acquisitions, net of cash and restricted cash acquired | (111,030) | |
Net cash used in investing activities | (53,862) | (182,141) |
Cash flows from financing activities: | ||
Borrowings under revolving line of credit | 212,880 | 170,000 |
Payments on revolving line of credit | (212,880) | (170,000) |
Proceeds from issuance of long-term debt | 55,008 | 239,467 |
Repayment of long-term debt | (55,824) | (127,291) |
Proceeds from issuance of common stock purchased under a long-term incentive plan | 1,804 | 1,498 |
Payment of taxes on conversion of Restricted Stock Units | (1,519) | |
Payment of contingent earnout liability | (1,200) | |
Cash distribution to noncontrolling interest holders | (3,505) | (8,750) |
Repurchase of common stock | (8,479) | |
Dividends paid | (9,152) | (9,271) |
Other | (328) | (1,113) |
Net cash (used in) provided by financing activities | (13,516) | 84,861 |
Effect of exchange rate changes on cash and cash equivalents | 268 | (193) |
Net change in cash and cash equivalents | (107,226) | (110,346) |
Cash and cash equivalents at beginning of the period | 151,063 | 170,385 |
Cash and cash equivalents at end of the period | 43,837 | 60,039 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 12,400 | 11,658 |
Cash (received) paid for income taxes, net | (1,421) | 5,379 |
Leased assets obtained in exchange for new operating leases | 118,755 | |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Dividends declared and not yet paid | $ 3,059 | $ 3,072 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2019 | |
Nature of Business | |
Nature of Business | Note 1āNature of Business ā Organization and operations ā ā Reportable Segments reportable segments: the Power, Industrial and Engineering (āPowerā) segment, the Pipeline and Underground (āPipelineā) segment, the Utilities and Distribution (āUtilitiesā) segment, the Transmission and Distribution (āTransmissionā) segment, and the Civil segment. See Note 18 ā ā Reportable Segments ā The classification of revenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses were made. ā Acquisition of Willbros Group, Inc. Business Combinations ā Joint Ventures % interest in the Carlsbad Power Constructors joint venture (āCarlsbadā), which engineered and constructed a gas-fired power generation facility located in Southern California, and its operations are included as part of the Power segment. As a result of determining that we are the primary beneficiary of the variable interest entity (āVIEā), the results of the Carlsbad joint venture are consolidated in our financial statements. The project was substantially complete as of December 31, 2018, and the warranty period expires in December 2020. ā We owned a 50% interest in the āARB Inc. & B&M Engineering Co.ā joint venture (āWilmingtonā), which engineered and constructed a gas-fired power generation facility in Southern California, and its operations were included as part of the Power segment. As a result of determining that we were the primary beneficiary of the VIE, the results of the Wilmington joint venture were consolidated in our financial statements. The project has been completed, the project warranty period expired, and dissolution of the joint venture was completed in the first quarter of 2019. ā Financial information for the joint ventures is presented in Note 11 ā āNoncontrolling Interests ā |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation | |
Basis of Presentation | Note 2āBasis of Presentation ā Interim condensed consolidated financial statements ā ā This Third Quarter 2019 Report on Form 10-Q should be read in conjunction with our most recent Annual Report on Form 10-K. The interim financial information is unaudited. In the opinion of management, the interim information includes all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim financial information. ā Customer concentration ā During the three and nine months ended September 30, 2019, revenue generated by the top ten customers was approximately $415.7 million and $1,112.1 million, respectively, which represented 48.0% and 48.0%, respectively of total revenue during the period. During the three and nine months ended September 30, 2019, a Midwest utility customer represented 9.0% and 7.6% of total revenue, respectively, and a Texas utility customer represented 5.6% and 7.3% of total revenue, respectively. ā During the three and nine months ended September 30, 2018, revenue generated by the top ten customers was approximately $483.0 million and $1,045.9 million, respectively, which represented 53.1% and 50.7%, respectively, of total revenue during the period. During the three and nine months ended September 30, 2018, a California utility customer represented 8.2% and 8.6% of total revenue, respectively, and a Midwest utility customer represented 7.9% and 8.4% of total revenue, respectively. ā At September 30, 2019, approximately 12.2% of our accounts receivable was due from a state department of transportation customer, and that customer provided 5.5% of our revenue for the nine months ended September 30, 2019. ā On January 29, 2019, one of our California utility customers filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. As of September 30, 2019, the utility customerās pre-petition accounts receivable comprised approximately 9.3% of our total accounts receivable. For the three and nine months ended September 30, 2019, the customer accounted for approximately 8.4% and 6.7%, respectively, of our total revenue. I n 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 three and nine months ended September 30, 2019, we recorded a loss of approximately $2.9 million in āOther income (expense), netā on the Condensed Consolidated Statements of Income related to the sale agreement. Additionally, we are continuing to perform services for the customer while the bankruptcy case is ongoing and the amounts billed for post-petition services continue to be collected in the ordinary course of the customerās post-petition business. ā |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | Note 3āRecent Accounting Pronouncements ā Recently adopted accounting pronouncements ā In February 2016, the FASB issued ASU 2016-02, ā Leases (Topic 842) ā, with several clarifying updates. ASU 2016-02 requires recognition of operating leases with lease terms of more than twelve months on the balance sheet as both assets for the rights and liabilities for the obligations created by the leases. The ASU also requires disclosures that provide qualitative and quantitative information for the lease assets and liabilities recorded in the financial statements. The standard is effective for fiscal years beginning after December 15, 2018, and requires a modified retrospective transition method where a company applies the new lease standard at (i) the beginning of the earliest period presented in the financial statements, or (ii) the adoption date and recognizes a cumulative effect adjustment to the opening balance of retained earnings. We adopted the new standard as of January 1, 2019 using the modified retrospective transition method and elected to apply the new lease standard at the adoption date. See Note 16 ā ā Leases ā In January 2017, the FASB issued ASU 2017-04, " IntangiblesāGoodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ā ā Recently issued accounting pronouncements not yet adopted ā In June 2016, the FASB issued ASU 2016-13, ā Financial InstrumentsāCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ā In August 2018, the FASB issued ASU 2018-13, ā Fair Value Measurement (Topic 820): Disclosure FrameworkāChanges to the Disclosure Requirements for Fair Value Measurement ā |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 4āFair Value Measurements ā ASC Topic 820, ā Fair Value Measurements and Disclosures ā, defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. ASC Topic 820 addresses fair value GAAP for financial assets and financial liabilities that are re-measured and reported at fair value at each reporting period and for non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. ā In general, fair values determined by Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are āunobservable data pointsā for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. ā The following table presents, for each of the fair value hierarchy levels identified under ASC Topic 820, our financial assets and liabilities that are required to be measured at fair value at September 30, 2019 and December 31, 2018 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurements at Reporting Date ā ā ā Significant ā ā ā ā Quoted Prices ā Other ā Significant ā ā in Active Markets ā Observable ā Unobservable ā ā for Identical Assets ā Inputs ā Inputs ā (Level 1) (Level 2) (Level 3) Assets as of September 30, 2019: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 43,837 $ ā $ ā ā Contingent consideration ā $ ā ā $ ā ā $ 938 ā Liabilities as of September 30, 2019: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 7,683 ā $ ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Assets as of December 31, 2018: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 151,063 $ ā $ ā ā Liabilities as of December 31, 2018: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 2,829 ā $ ā ā ā Other financial instruments not listed in the table consist of accounts receivable, accounts payable and certain accrued liabilities. These financial instruments generally approximate fair value based on their short-term nature. The carrying value of our long-term debt approximates fair value based on comparison with current prevailing market rates for loans of similar risks and maturities. ā In the second quarter of 2019, we sold certain assets that included an earnout of $2.0 million, contingent upon the buyer meeting a certain performance target. The estimated fair value of the contingent consideration on the sale date was approximately $0.9 million. We measured the fair value of the contingent consideration using the income approach, which discounts the future cash payments expected upon meeting the performance target to present value. The fair value of the contingent consideration was impacted by two unobservable inputs, managementās estimate of the probability of meeting the performance target and the estimated discount rate (a rate that approximates our cost of capital). Significant changes in either of those inputs in isolation would result in a different fair value measurement. During the third quarter of 2019, there was no change to the fair value of the contingent consideration. ā The interest rate swap is measured at fair value using the income approach, which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations primarily utilize indirectly observable inputs, including contractual terms, interest rates and yield curves observable at commonly quoted intervals. See Note 10 ā ā Derivative Instruments |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations | |
Business Combinations | Note 5 ā Business Combinations ā 2018 Acquisition ā Acquisition of Willbros Group, Inc. ā On June 1, 2018, we acquired all of the outstanding common stock of Willbros, a specialty energy infrastructure contractor serving the oil and gas and power industries for approximately $110.6 million, net of cash and restricted cash acquired. The total purchase price was funded through a combination of existing cash balances and borrowings under our revolving credit facility. ā During the second quarter of 2019, we finalized the estimate of fair values of the assets acquired and liabilities assumed of Willbros. The tables below represent the purchase consideration and estimated fair values of the assets acquired and liabilities assumed. Significant changes since our initial estimates reported in the second quarter of 2018 primarily relate to fair value adjustments to our acquired contracts, which resulted in an increase to contract liabilities of $23.7 million. In addition, fair value adjustments to our acquired lease obligations and insurance liabilities reduced our liabilities assumed by approximately $11.9 million and $6.0 million, respectively, and fair value adjustments to our acquired intangible assets decreased our assets acquired by $6.8 million. As a result of these and other adjustments to the initial estimated fair values of the assets acquired and liabilities assumed, goodwill increased by approximately $18.0 million since the second quarter of 2018. Adjustments recorded to the estimated fair values of the assets acquired and liabilities assumed are recognized in the period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. ā ā ā ā ā ā ā Purchase consideration (in thousands) ā ā ā ā Total purchase consideration ā $ 164,758 ā Less cash and restricted cash acquired ā ā (54,138) ā Net cash paid ā ā 110,620 ā ā ā ā ā ā ā ā Identifiable assets acquired and liabilities assumed (in thousands) ā ā ā ā Cash and restricted cash ā $ 54,138 ā Accounts receivable ā ā 103,186 ā Contract assets ā ā 30,762 ā Other current assets ā ā 18,255 ā Property, plant and equipment ā ā 30,522 ā Intangible assets: ā ā ā Customer relationships ā ā 47,500 ā Tradename ā ā 200 ā Deferred income taxes ā ā 27,954 ā Other non-current assets ā 2,261 ā Accounts payable and accrued liabilities ā ā (122,692) ā Contract liabilities ā ā (68,104) ā Other non-current liabilities ā ā (20,953) ā Total identifiable net assets ā ā 103,029 ā Goodwill ā ā 61,729 ā Total purchase consideration ā $ 164,758 ā ā We separated the operations of Willbros among two of our existing segments, and created a new segment for the utility transmission and distribution operations called the Transmission segment. The oil and gas operations are included in the Pipeline segment, and the Canadian operations are included in the Power segment. Goodwill associated with the Willbros acquisition principally consists of expected benefits from the expansion of our services into electric utility-focused offerings and the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce. We allocated $59.0 million of goodwill to the Transmission segment, $1.8 million to the Power segment, and $0.9 million to the Pipeline segment. Based on the current tax treatment, goodwill is not expected to be deductible for income tax purposes. ā As part of the Willbros acquisition, we acquired approximately $40.2 million of restricted cash that was pledged by Willbros to secure letters of credit. Subsequent to the acquisition, we issued new letters of credit under our Credit Facility to replace the Willbros letters of credit secured by the restricted cash. As of September 30, 2019, substantially all of the restricted cash had been released. ā For the three and nine months ended September 30, 2019, Willbros contributed revenue of $173.7 million and $513.7 million, respectively, and gross profit of $9.3 million and $31.3 million, respectively. For the three months ended September 30, 2018, Willbros contributed revenue of $175.8 million and gross profit of $18.6 million. For the period June 1, 2018, the acquisition date, to September 30, 2018, Willbros contributed revenue of $236.8 million and gross profit of $25.4 million. ā Acquisition related costs were $3.8 million and $13.1 million for the three and nine months ended September 30, 2018, respectively, related to the acquisition of Willbros and are included in āMerger and related costsā on the Condensed Consolidated Statements of Income. Such costs primarily consisted of severance and retention bonus costs for certain employees of Willbros, professional fees paid to advisors, and exiting or impairing certain duplicate facilities. ā Supplemental Unaudited Pro Forma Information for the three and nine months ended September 30, 2018 ā The following pro forma information for the three and nine months ended September 30, 2018 presents our results of operations as if the acquisitions of Willbros had occurred at the beginning of 2018. The supplemental pro forma information has been adjusted to include: ā ā the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment; ā ā the pro forma impact of nonrecurring merger and related costs directly attributable to the acquisition; ā ā the pro forma impact of interest expense relating to the acquisition; and ā ā the pro forma tax effect of both income before income taxes, and the pro forma adjustments, calculated using a tax rate of 28.0% for the three and nine months ended September 30, 2018. 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 Willbros acquisition been completed on January 1, 2018. For example, the pro forma results do not reflect any operating efficiencies and associated cost savings that we might have achieved with respect to the acquisition. ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Nine Months Ended ā ā ā September 30, 2018 September 30, 2018 ā ā (unaudited) ā (unaudited) ā Revenue ā $ 908,902 ā $ 2,388,020 ā Income before provision for income taxes ā $ 45,521 ā $ 61,917 ā Net income attributable to Primoris ā $ 32,691 ā $ 40,826 ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding: ā ā ā ā ā ā ā Basic ā 51,403 ā 51,471 ā Diluted ā 51,735 ā 51,760 ā ā ā ā ā ā ā ā ā Earnings per share: ā ā ā ā ā ā ā Basic ā $ 0.64 ā $ 0.79 ā Diluted ā $ 0.63 ā $ 0.79 ā ā |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue | |
Revenue | Note 6āRevenue ā We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts. A substantial portion of our revenue is derived from contracts that are fixed-price or unit-price and is recognized over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress). For time and material and cost reimbursable plus fee contracts, revenue is recognized primarily on an input basis, based on contract costs incurred as defined within the respective contracts. Costs to obtain contracts are generally not significant and are expensed in the period incurred. ā We evaluate whether two or more contracts should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as more than one performance obligation. ASC 606 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. A contractās transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our evaluation requires significant judgment and the decision to combine a group of contracts or separate a contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. However, occasionally we have contracts with multiple performance obligations. For contracts with multiple performance obligations, we allocate the contractās transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach for each performance obligation. ā As of September 30, 2019, we had $1.92 billion of remaining performance obligations. We expect to recognize approximately 72% of our remaining performance obligations as revenue during the next four quarters and substantially all of the remaining balance by the third quarter of 2021. ā Accounting for long-term contracts involves the use of various techniques to estimate total transaction price and costs. For long-term contracts, transaction price, estimated cost at completion and total costs incurred to date are used to calculate revenue earned. Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract. Total estimated costs, and thus contract revenue and income, can be impacted by changes in productivity, scheduling, the unit cost of labor, subcontracts, materials and equipment. Additionally, external factors such as weather, client needs, client delays in providing permits and approvals, labor availability, governmental regulation and politics may affect the progress of a projectās completion, and thus the timing of revenue recognition. To the extent that original cost estimates are modified, estimated costs to complete increase, delivery schedules are delayed, or progress under a contract is otherwise impeded, cash flow, revenue recognition and profitability from a particular contract may be adversely affected. ā The nature of our contracts gives rise to several types of variable consideration, including contract modifications (change orders and claims), liquidated damages, volume discounts, performance bonuses, incentive fees, and other terms that can either increase or decrease the transaction price. We estimate variable consideration as the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent we believe we have an enforceable right, and it is probable that a significant reversal of cumulative revenue recognized will not occur. Our estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us at this time. ā Contract modifications result from changes in contract specifications or requirements. We consider unapproved change orders to be contract modifications for which customers have not agreed to both scope and price. We consider claims to be contract modifications for which we seek, or will seek, to collect from customers, or others, for customer-caused changes in contract specifications or design, or other customer-related causes of unanticipated additional contract costs on which there is no agreement with customers. Claims can also be caused by non-customer-caused changes, such as rain or other weather delays. Costs associated with contract modifications are included in the estimated costs to complete the contracts and are treated as project costs when incurred. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. The effect of a contract modification on the transaction price, and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. In some cases, settlement of contract modifications may not occur until after completion of work under the contract. ā As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the cumulative impact of the profit adjustment is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. In the three and nine months ended September 30, 2019, revenue recognized from performance obligations satisfied in previous periods was $9.5 million and $20.2 million, respectively. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full, including any previously recognized profit, in the period it is identified and recognized as an āaccrued loss provisionā which is included in āContract liabilitiesā on the Condensed Consolidated Balance Sheets. For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. ā At September 30, 2019, we had approximately $67.8 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 $56.0 million of the contract modifications had been recognized as revenue on a cumulative catch-up basis through September 30, 2019. ā In all forms of contracts, we estimate the collectability of contract amounts at the same time that we estimate project costs. If we anticipate that there may be issues associated with the collectability of the full amount calculated as the transaction price, we may reduce the amount recognized as revenue to reflect the uncertainty associated with realization of the eventual cash collection. For example, when a cost reimbursable project exceeds the clientās expected budget amount, the client frequently requests an adjustment to the final amount. Similarly, some utility clients reserve the right to audit costs for significant periods after performance of the work. ā The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is a contract asset. Also, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is a contract liability. ā The caption āContract assetsā in the Condensed Consolidated Balance Sheets represents the following: ā ā unbilled revenue, which arise when revenue has been recorded but the amount will not be billed until a later date; ā ā retainage amounts for the portion of the contract price earned by us for work performed, but held for payment by the customer as a form of security until we reach certain construction milestones; and ā ā contract materials for certain job specific materials not yet installed, which are valued using the specific identification method relating the cost incurred to a specific project. ā Contract assets consist of the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 ā Unbilled revenue ā $ 234,118 ā $ 249,577 ā Retention receivable ā ā 86,513 ā ā 88,953 ā Contract materials (not yet installed) ā 11,279 ā 25,715 ā ā ā $ 331,910 ā $ 364,245 ā ā Contract assets decreased by $32.3 million compared to December 31, 2018 due primarily to lower unbilled revenue and a reduction in contract materials net yet installed. ā The caption āContract liabilitiesā in the Condensed Consolidated Balance Sheets represents deferred revenue on billings in excess of contract revenue recognized to date, and the accrued loss provision. ā Contract liabilities consist of the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 ā Deferred revenue ā $ 183,672 ā $ 182,232 ā Accrued loss provision ā 5,992 ā 7,307 ā ā ā $ 189,664 ā $ 189,539 ā ā Contract liabilities were comparable to the balance at December 31, 2018. ā Revenue recognized for the nine months ended September 30, 2019, that was included in the contract liability balance at December 31, 2018 was approximately $143.6 million. ā ā The following tables present our revenue disaggregated into various categories. ā Master Service Agreements (āMSAā) and Non-MSA revenue was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, 2019 Segment ā MSA ā Non-MSA ā Total ā Power ā $ 43,680 $ 156,977 $ 200,657 ā Pipeline ā ā 29,110 ā ā 104,480 ā ā 133,590 ā Utilities ā 189,606 91,955 281,561 ā Transmission ā ā 103,421 ā ā 25,363 ā ā 128,784 ā Civil ā 1,074 119,398 120,472 ā Total ā $ 366,891 $ 498,173 $ 865,064 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2019 Segment MSA Non-MSA Total ā Power ā $ 136,564 $ 381,646 $ 518,210 ā Pipeline ā ā 71,112 ā ā 334,535 ā ā 405,647 ā Utilities ā 481,439 168,640 650,079 ā Transmission ā ā 316,019 ā ā 66,562 ā ā 382,581 ā Civil ā 2,949 357,085 360,034 ā Total ā $ 1,008,083 $ 1,308,468 $ 2,316,551 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, 2018 Segment ā MSA ā Non-MSA ā Total ā Power ā $ 48,004 $ 133,818 $ 181,822 ā Pipeline ā ā 14,986 ā ā 198,087 ā ā 213,073 ā Utilities ā 227,192 42,460 269,652 ā Transmission ā ā 100,227 ā ā 21,299 ā ā 121,526 ā Civil ā ā 122,829 122,829 ā Total ā $ 390,409 $ 518,493 $ 908,902 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2018 Segment MSA Non-MSA Total ā Power ā $ 90,074 $ 425,304 $ 515,378 ā Pipeline ā ā 34,479 ā ā 326,782 ā ā 361,261 ā Utilities ā 515,295 149,919 665,214 ā Transmission ā ā 135,744 ā ā 28,236 ā ā 163,980 ā Civil ā ā 355,975 355,975 ā Total ā $ 775,592 $ 1,286,216 $ 2,061,808 ā 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 ā For the three months ended September 30, 2019 Segment ā Fixed-price ā Unit-price ā Cost reimbursable (1) ā Total ā Power ā $ 136,040 $ 2,954 $ 61,663 $ 200,657 ā Pipeline ā ā 13,860 ā ā 21,949 ā ā 97,781 ā ā 133,590 ā Utilities ā 31,462 165,183 84,916 281,561 ā Transmission ā ā 13,034 ā ā 110,869 ā ā 4,881 ā ā 128,784 ā Civil ā 19,957 79,586 20,929 120,472 ā Total ā $ 214,353 $ 380,541 $ 270,170 $ 865,064 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2019 Segment Fixed-price Unit-price Cost reimbursable (1) Total ā Power ā $ 316,288 $ 13,609 $ 188,313 $ 518,210 ā Pipeline ā ā 45,196 ā ā 32,453 ā ā 327,998 ā ā 405,647 ā Utilities ā 84,349 352,679 213,051 650,079 ā Transmission ā ā 35,748 ā ā 332,389 ā ā 14,444 ā ā 382,581 ā Civil ā 61,643 241,985 56,406 360,034 ā Total ā $ 543,224 $ 973,115 $ 800,212 $ 2,316,551 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, 2018 Segment ā Fixed-price ā Unit-price ā Cost reimbursable (1) ā Total ā Power ā $ 85,561 $ 10,371 $ 85,890 $ 181,822 ā Pipeline ā ā 41,772 ā ā 7,924 ā ā 163,377 ā ā 213,073 ā Utilities ā 42,763 144,611 82,278 269,652 ā Transmission ā ā 20,259 ā ā 84,646 ā ā 16,621 ā ā 121,526 ā Civil ā 21,380 90,418 11,031 122,829 ā Total ā $ 211,735 $ 337,970 $ 359,197 $ 908,902 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2018 Segment Fixed-price Unit-price Cost reimbursable (1) Total ā Power ā $ 310,599 $ 36,015 $ 168,764 $ 515,378 ā Pipeline ā ā 82,394 ā ā 58,247 ā ā 220,620 ā ā 361,261 ā Utilities ā 148,126 339,225 177,863 665,214 ā Transmission ā ā 28,259 ā ā 110,103 ā ā 25,618 ā ā 163,980 ā Civil ā 45,803 269,630 40,542 355,975 ā Total ā $ 615,181 $ 813,220 $ 633,407 $ 2,061,808 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā Each of these contract types has a different risk profile. Typically, we assume more risk with fixed-price contracts. Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular fixed-price contract. However, these types of contracts offer additional profits when we complete the work for less cost than originally estimated. Unit-price and cost reimbursable contracts generally subject us to lower risk. Accordingly, the associated fees are usually lower than fees earned on fixed-price contracts. Under these contracts, our profit may vary if actual costs vary significantly from the negotiated rates. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 7āGoodwill and Intangible Assets ā The change in goodwill by segment for the nine months ended September 30, 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 ā ā ā ā Power ā Pipeline ā Utilities ā Transmission ā Civil ā Total Balance at January 1, 2019 ā $ 25,933 ā $ 52,285 ā $ 37,312 ā $ 50,479 ā $ 40,150 ā $ 206,159 ā Adjustments to identifiable assets acquired and liabilities assumed ā ā 261 ā ā 130 ā ā ā ā ā 8,553 ā ā ā ā ā 8,944 ā Balance at September 30, 2019 ā $ 26,194 ā $ 52,415 ā $ 37,312 ā $ 59,032 ā $ 40,150 ā $ 215,103 ā ā The table below summarizes the intangible asset categories, amounts and the average amortization periods, which are on a straight-line basis (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā September 30, 2019 ā December 31, 2018 ā ā Weighted Gross Carrying Accumulated Intangible assets, net Gross Carrying Accumulated Intangible assets, net Tradename ā 9 years ā $ 31,390 ā $ (27,808) ā $ 3,582 ā $ 31,390 ā $ (25,156) ā $ 6,234 ā Customer relationships 16 years ā 97,400 ā (28,877) ā 68,523 ā 97,400 ā (23,079) ā 74,321 ā Non-compete agreements ā 5 years ā 1,900 ā (1,485) ā 415 ā 1,900 ā (1,387) ā 513 ā Other ā 3 years ā ā 275 ā ā (214) ā ā 61 ā ā 275 ā ā (145) ā ā 130 ā Total 15 years ā $ 130,965 ā $ (58,384) ā $ 72,581 ā $ 130,965 ā $ (49,767) ā $ 81,198 ā ā Amortization expense of intangible assets was $2.9 million and $3.1 million for the three months ended September 30, 2019 and 2018, respectively, and $8.6 million and $8.3 million for the nine months ended September 30, 2019 and 2018, respectively. Estimated future amortization expense for intangible assets is as follows (in thousands): ā ā ā ā ā ā ā ā Estimated ā ā Intangible ā ā Amortization For the Years Ending December 31, Expense 2019 (remaining three months) ā $ 2,755 ā 2020 ā ā 8,814 ā 2021 ā 7,577 ā 2022 ā 6,416 ā 2023 ā 5,581 ā Thereafter ā 41,438 ā ā ā $ 72,581 ā ā |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | Note 8āAccounts Payable and Accrued Liabilities ā At September 30, 2019 and December 31, 2018, accounts payable included retention amounts of approximately $10.2 million and $13.2 million, respectively. These amounts owed to subcontractors have been retained pending contract completion and customer acceptance of jobs. ā The following is a summary of accrued liabilities (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2019 2018 Payroll and related employee benefits ā $ 82,307 ā $ 60,509 Current operating lease liability ā ā 70,250 ā ā ā Insurance, including self-insurance reserves ā 13,189 ā 21,224 Corporate income taxes and other taxes ā 20,227 ā 5,040 Other ā 33,499 ā 30,754 ā ā $ 219,472 ā $ 117,527 ā |
Credit Arrangements
Credit Arrangements | 9 Months Ended |
Sep. 30, 2019 | |
Credit Arrangements | |
Credit Arrangements | Note 9āCredit Arrangements ā Long-term debt and credit facilities consists of the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 Term loan ā $ 206,250 ā $ 214,500 ā Revolving credit facility ā ā ā ā ā ā ā Commercial equipment notes ā ā 118,201 ā ā 127,458 ā Mortgage notes ā 43,891 ā 27,200 ā Total debt ā ā 368,342 ā ā 369,158 ā Unamortized debt issuance costs ā ā (841) ā ā (1,001) ā Total debt, net ā $ 367,501 ā $ 368,157 ā Less: current portion ā (60,104) ā (62,488) ā Long-term debt, net of current portion ā $ 307,397 ā $ 305,669 ā ā The weighted average interest rate on total debt outstanding at September 30, 2019 and December 31, 2018 was 4.0% and 4.1%, respectively. ā Credit Agreement ā Our credit agreement consists of a $220.0 million term loan 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 also includes the ability to increase the borrowing capacity thereunder by $75.0 million, subject to obtaining additional or increased lender commitments. The maturity date of the credit agreement is July 9, 2023. At September 30, 2019, there were no outstanding borrowings under the Revolving Credit Facility, commercial letters of credit outstanding were $37.3 million, and available borrowing capacity was $162.7 million. ā The credit agreement contains various restrictive and financial covenants including, among others, a senior debt/EBITDA ratio and debt service coverage requirements. In addition, the credit agreement includes restrictions on investments, change of control provisions and provisions in the event we dispose of more than 20% of our total assets. We were in compliance with the covenants for the Credit Agreement at September 30, 2019. ā Canadian Credit Facility ā We have a demand credit facility for $4.0 million in Canadian dollars with a Canadian bank for purposes of issuing commercial letters of credit in Canada. At September 30, 2019, commercial letters of credit outstanding were $0.6 in Canadian dollars, and the available borrowing capacity was $3.4 million in Canadian dollars. The credit facility contains a working capital restrictive covenant for OnQuest Canada, ULC, our wholly owned subsidiary. At September 30, 2019, OnQuest Canada, ULC was in compliance with the covenant. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments | |
Derivative Instruments | Note 10 ā Derivative Instruments ā We are exposed to certain market risks related to changes in interest rates. To monitor and manage these market risks, we have established risk management policies and procedures. We do not enter into derivative instruments for any purpose other than hedging interest rate risk. None of our derivative instruments are used for trading purposes. ā Interest Rate Risk. compared to the interest rates fixed by the swaps. As of September 30, 2019, and December 31, 2018, our outstanding interest rate swap agreement contained a notional amount of $154.7 million and $160.9 million, respectively, with a maturity date of July 10, 2023. ā Credit Risk. ā The following table summarizes the fair value of our derivative contracts included in the Condensed Consolidated Balance Sheets (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā Liability Derivatives ā September 30, December 31, ā ā Balance Sheet Location ā 2019 ā 2018 Interest rate swap ā Other long-term liabilities ā $ 7,683 ā $ 2,829 ā Total derivatives ā ā ā $ 7,683 ā $ 2,829 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Nine Months Ended ā ā ā Location of Loss Recognized ā September 30, ā September 30, ā ā on Derivatives 2019 2018 ā 2019 2018 Interest rate swap Interest expense ā $ 920 ā $ 33 ā $ 5,428 ā $ 33 ā ā |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interests | |
Noncontrolling Interests | Note 11 ā Noncontrolling Interests ā We own a 50% interest in the Carlsbad joint venture and we owned a 50% interest in the Wilmington joint venture, each of which operates in the Power segment. Both joint ventures have been determined to be a VIE and we were determined to be the primary beneficiary as a result of our significant influence over the joint venture operations. ā Each joint venture is a partnership, and consequently, only the tax effect of our share of the income was recognized by us. The net assets of the joint ventures are restricted for use by the specific project and are not available for our general operations. ā Carlsbad Joint Venture ā The Carlsbad joint ventureās operating activities began in 2015 and are included in our Condensed Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2019 2018 2019 2018 Revenue ā $ 541 ā $ 18,415 ā $ 4,792 ā $ 89,672 ā Net income attributable to noncontrolling interests ā $ 178 ā $ 2,101 ā $ 1,204 ā $ 7,545 ā ā The Carlsbad joint venture made distributions of $3.5 million to the noncontrolling interest and $3.5 million to us during the nine months ended September 30, 2019. The Carlsbad joint venture made distributions of $5.0 million to the noncontrolling interest and $5.0 million to us during the three and nine months ended September 30, 2018. In addition, we did not make any capital contributions to the Carlsbad joint venture during the nine months ended September 30, 2019 and 2018. The project was substantially complete as of December 31, 2018 and the warranty period expires in December 2020. ā The carrying value of the assets and liabilities associated with the operations of the Carlsbad joint venture are included in our Condensed Consolidated Balance Sheets as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 Cash ā $ 2,145 ā $ 3,117 ā Accounts receivable ā $ ā ā $ 4,451 ā Contract assets ā $ ā ā $ 8,158 ā Accounts payable ā $ 15 ā $ 2,279 ā Contract liabilities ā $ 1,102 ā $ 5,946 ā Due to Primoris ā $ 98 ā $ 1,979 ā ā Wilmington Joint Venture ā The Wilmington joint ventureās operating activities began in October 2015 and are included in our Condensed Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2019 2018 2019 2018 Revenue ā $ ā ā $ ā ā $ ā ā $ 1,921 ā Net income attributable to noncontrolling interests ā $ ā ā $ 13 ā $ ā ā $ 573 ā ā The project has been completed, the project warranty period has expired, and the dissolution of the joint venture was completed in the first quarter of 2019. The Wilmington joint venture made a final immaterial distribution to the noncontrolling interest and to us during the first quarter of 2019. The Wilmington joint venture made distributions of $3.8 million to the noncontrolling interest and $3.8 million to us during the three and nine months ended September 30, 2018. In addition, we did not make any capital contributions to the Wilmington joint venture during the nine months ended September 30, 2019 and 2018. The carrying value of the assets and liabilities associated with the operations of the Wilmington joint venture were included in our Condensed Consolidated Balance Sheet and were immaterial at December 31, 2018. ā Summary ā Joint Venture Balance Sheets ā The following table summarizes the total balance sheet amounts for the Carlsbad and Wilmington joint ventures, which are included in our Condensed Consolidated Balance Sheets, and the total consolidated balance sheet amounts (in thousands): ā ā ā ā ā ā ā ā ā ā ā Joint Venture ā Consolidated ā At September 30, 2019 Amounts Amounts Cash ā $ 2,145 ā $ 43,837 ā Accounts receivable ā $ ā ā $ 551,543 ā Contract assets ā $ ā ā $ 331,910 ā Accounts payable ā $ 15 ā $ 219,792 ā Contract liabilities ā $ 1,102 ā $ 189,664 ā ā ā ā ā ā ā ā ā At December 31, 2018 ā ā ā ā ā ā ā Cash ā $ 3,127 ā $ 151,063 ā Accounts receivable ā $ 4,451 ā $ 372,695 ā Contract assets ā $ 8,158 ā $ 364,245 ā Accounts payable ā $ 2,279 ā $ 249,217 ā Contract liabilities ā $ 5,946 ā $ 189,539 ā ā ā |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation. | |
Stock-Based Compensation | ā ā Note 12āStock-Based Compensation ā In May 2013, the shareholders approved and we adopted the Primoris Services Corporation 2013 Long-term Incentive Equity Plan (āEquity Planā). Our Board of Directors has granted 423,105 Restricted Stock Units (āUnitsā), net of forfeitures, to employees under the Equity Plan. The grants were documented in RSU Award Agreements, which provide for a vesting schedule and require continuing employment of the employee. The Units are subject to earlier acceleration, termination, cancellation or forfeiture as provided in the underlying RSU Award Agreement. ā At September 30, 2019, a total of 257,295 Units were vested. The vesting schedule for the remaining Units are as follows: ā ā ā ā ā ā Number of Units For the Years Ending December 31, to Vest 2019 (remaining three months) ā 2,053 2020 ā 11,067 2021 ā 122,649 2022 ā 27,700 2023 ā 2,341 ā ā 165,810 ā Under guidance of ASC Topic 718 ā Compensation ā Stock Compensation ā The fair value of the Units was based on the closing market price of our common stock on the day prior to the date of the grant. Stock compensation expense for the Units is being amortized using the straight-line method over the service period. We recognized $0.3 million in compensation expense for each of the three months ended September 30, 2019 and 2018, and $1.2 million and $0.7 million for the nine months ended September 30, 2019 and 2018, respectively. At September 30, 2019, approximately $2.5 million of unrecognized compensation expense remained for the Units, which will be recognized over a weighted average period of 2.0 years. ā Vested Units accrue āDividend Equivalent Unitsā (as defined in the Equity Plan), which will be accrued as additional Units until the Units are converted to Common Stock. At September 30, 2019, a total of 1,949 Dividend Equivalent Units were accrued. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes | |
Income Taxes | Note 13āIncome Taxes ā We are subject to tax liabilities imposed by multiple jurisdictions. We determine our best estimate of the annual effective tax rate at each interim period using expected annual pre-tax earnings, statutory tax rates, and available tax planning opportunities. Certain significant or unusual items are separately recognized in the quarter in which they occur which can cause variability in the effective tax rate from quarter to quarter. We recognize interest and penalties related to uncertain tax positions, if any, as an income tax expense. ā We do not include the income tax expense or benefit related to the net earnings or loss attributable to noncontrolling interest in our income tax expense as the entities are considered pass-through entities and, as such, the income tax expense or benefit is attributable to its owners. The effective tax rate on income including noncontrolling interests for the nine months ended September 30, 2019 and 2018 was 28.6% and 21.6%, respectively. Excluding noncontrolling interest, the effective tax rate on income attributable to Primoris for the nine months ended September 30, 2019 and 2018 was 29.0% and 24.5%, respectively. For the first nine months of 2019, our tax rate differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of state income taxes and nondeductible components of per diem expenses. For the first nine months of 2018, our tax rate differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of state income taxes, investment tax credits, and nondeductible components of per diem expenses. ā Our U.S. federal income tax returns are generally no longer subject to examination for tax years before 2015. The statutes of limitation of state and foreign jurisdictions generally vary between 3 to 5 years. Accordingly, our state and foreign income tax returns are generally no longer subject to examination for tax years before 2013. ā Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting bases and tax bases of assets and liabilities based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based upon consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income, the length of the tax asset carryforward periods, and tax planning strategies. The effects of remeasurement of deferred tax assets and liabilities resulting from changes in tax rates are recognized in income in the period of enactment. ā |
Dividends and Earnings Per Shar
Dividends and Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Dividends and Earnings Per Share | |
Dividends and Earnings Per Share | Note 14āDividends and Earnings Per Share ā We have paid cash dividends during 2019 and 2018 as follows: ā ā ā ā ā ā ā ā ā Declaration Date Record Date Payable Date Amount Per Share February 21, 2018 ā March 30, 2018 ā April 13, 2018 ā $ 0.060 May 4, 2018 ā June 29, 2018 ā July 13, 2018 ā $ 0.060 August 2, 2018 ā September 28, 2018 ā October 15, 2018 ā $ 0.060 November 2, 2018 ā December 31, 2018 ā January 15, 2019 ā $ 0.060 February 26, 2019 ā March 29, 2019 ā April 15, 2019 ā $ 0.060 May 3, 2019 ā June 28, 2019 ā July 15, 2019 ā $ 0.060 August 2, 2019 ā September 30, 2019 ā October 15, 2019 ā $ 0.060 ā The payment of future dividends is contingent upon our revenue and earnings, capital requirements and our general financial condition, as well as contractual restrictions and other considerations deemed relevant by the Board of Directors. ā The table below presents the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2019 and 2018 (in thousands, except per share amounts). ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2019 2018 2019 2018 Numerator: ā ā ā ā ā ā ā ā ā ā ā ā ā Net income attributable to Primoris ā $ 35,648 ā $ 32,691 ā $ 55,382 ā $ 45,094 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Denominator: ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares for computation of basic earnings per share ā 50,976 ā 51,403 ā 50,887 ā 51,471 ā Dilutive effect of shares issued to independent directors ā 6 ā 4 ā 4 ā 3 ā Dilutive effect of restricted stock units (1) ā 233 ā 328 ā 319 ā 286 ā Weighted average shares for computation of diluted earnings per share ā 51,215 ā 51,735 ā 51,210 ā 51,760 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share attributable to Primoris: ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā $ 0.70 ā $ 0.64 ā $ 1.09 ā $ 0.88 ā Diluted ā $ 0.70 ā $ 0.63 ā $ 1.08 ā $ 0.87 ā (1) Represents the dilutive effect of the grant of Units and vested Dividend Equivalent Units for the respective periods presented. ā |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | Note 15āStockholdersā Equity ā Common stock ā We issued 114,106 and 71,757 shares of common stock in the nine months ended September 30, 2019 and 2018, respectively, under our long-term retention plan (āLTR Planā). The shares were purchased by the participants in the LTR Plan with payment made to us of $1.8 million and $1.5 million in the nine months ended September 30, 2019 and 2018, respectively. 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 the nine months ended September 30, 2019 were a portion of bonus amounts earned in 2018, and the number of shares purchased was calculated based on 75% of the average daily closing market price of our common stock during December 2018. The shares purchased in the nine months ended September 30, 2018 were a portion of bonus amounts earned in 2017, and the number of shares purchased was calculated based on 75% of the average closing market price of our common stock during of December 2017. ā In February 2019 and 2018, we issued 13,278 and 10,062 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. In August 2019 and 2018, we issued 16,877 and 10,092 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors ā During the nine months ended September 30, 2019, a total of 122,319 Units, net of forfeitures for tax withholdings, were converted to common stock. There were no Units converted to common stock during the nine months ended September 30, 2018. ā As discussed in Note 12 ā āStockāBased Compensationā ā |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Leases | Note 16āLeases ā We lease administrative and various operational facilities, which are generally longer-term, project specific facilities or yards, and construction equipment under non-cancelable operating leases. On January 1, 2019, we adopted ASC 842, ā Leases āLeasesā ā We elected certain transition practical expedients permitted with the new standard, which among other things, allowed us to carry forward the historical lease classification. In addition, we elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also made an accounting policy election in which leases with an initial term of 12 months or less are not recorded on the balance sheet and lease payments are recognized in the Condensed Consolidated Statements of Income on a straight-line basis over the lease term. ā We determine if an arrangement is a lease at inception. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Operating leases are included in operating lease assets, accrued liabilities, and noncurrent operating lease liabilities on our Condensed Consolidated Balance Sheets. ā Operating lease assets and operating lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. In determining our lease term, we include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of future payments. Lease expense from minimum lease payments is recognized on a straight-line basis over the lease term. ā Our leases have remaining lease terms that expire at various dates through 2030, some of which may include options to extend the leases for up to 5 years. The exercise of lease extensions is at our sole discretion. Periodically, we sublease excess facility space, but any sublease income is generally not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. ā ā The components of lease expense are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2019 2018 2019 2018 ā Operating lease expense ā $ 21,478 (1) $ 15,689 (2) $ 55,645 (1) $ 32,357 (2) ________________________________________ (1) Includes short-term leases and variable lease costs, which are immaterial. (2) Reported in accordance with our historical accounting under ASC 840, ā Leases ā. ā Our operating lease liabilities are reported on the Condensed Consolidated Balance Sheet as follows (in thousands): ā ā ā ā ā ā ā September 30, ā ā 2019 Accrued liabilities ā $ 70,250 ā Noncurrent operating lease liabilities, net of current portion ā 162,418 ā ā ā $ 232,668 ā ā The future minimum lease payments under non-cancelable operating leases are as follows (in thousands): ā ā ā ā ā ā ā Future Minimum For the Years Ending December 31, ā Lease Payments 2019 (remaining three months) $ 20,412 2020 ā 74,654 2021 ā ā 59,016 2022 ā ā 42,523 2023 ā ā 31,564 Thereafter ā ā 23,642 Total lease payments ā $ 251,811 Less imputed interest ā (19,143) Total ā $ 232,668 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 Nine Months Ended ā September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities ā ā ā ā Operating cash flows from operating leases ā $ 55,922 ā Weighted-average remaining lease term on operating leases (years) ā ā 4.06 ā Weighted-average discount rate on operating leases ā ā 3.96% ā ā |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 17āCommitments and Contingencies ā NTTA settlement ā ā Legal proceedings ā determine an unfavorable outcome is not probable or probable but not reasonably estimable, we do not accrue for a potential litigation loss. ā Management is unable to ascertain the ultimate outcome of other claims and legal proceedings; however, after review and consultation with counsel and taking into consideration relevant insurance coverage and related deductibles/self-insurance retention, management believes that it has meritorious defenses to such claims and believes that the reasonably possible outcome of such claims will not, individually or in the aggregate, have a material adverse effect on our consolidated results of operations, financial condition or cash flow. ā Bonding ā ā |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2019 | |
Reportable Segments | |
Reportable Segments | Note 18āReportable Segments ā We segregate our business into five reportable segments: the Power segment, the Pipeline segment, the Utilities segment, the Transmission segment, and the Civil segment. Each of our reportable segments is comprised of similar business units that specialize in services unique to the segment. Driving the end-user focused segments are differences in the economic characteristics of each segment, the nature of the services provided by each segment; the production processes of each segment; the type or class of customer using the segmentās services; the methods used by the segment to provide the services; and the regulatory environment of each segmentās customers. ā The classification of revenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses, were made. ā The following is a brief description of the reportable segments: ā The Power segment operates throughout the United States and in Canada and specializes in a range of services that include full EPC project delivery, turnkey construction, retrofits, upgrades, repairs, outages, specialty services, fabrication, material lining, and maintenance for entities in the power, solar, petroleum, petrochemical, water, and other industries. ā The Pipeline segment operates throughout the United States and specializes in a range of services, including pipeline construction, pipeline maintenance, pipeline integrity, pipeline facility work, compressor stations, pump stations, metering facilities, and other pipeline related services for entities in the petroleum and petrochemical industries. ā The Utilities segment operates primarily in California, the Midwest, the Atlantic Coast, and the Southeast regions of the United States and specializes in a range of services, including gas utility line installation, replacement and maintenance, gas distribution, and fiber optic cable installation. ā The Transmission segment operates primarily in the Southeastern, Midwest, Atlantic Coast, and Gulf Coast regions of the United States and specializes in a range of services in electric transmission and distribution, streetlight maintenance and construction, substation construction and specialty services, fiber optic cable installation, comprehensive engineering, procurement, maintenance and construction, repair, and restoration of utility infrastructure. ā The Civil segment operates primarily in the Southeastern and Gulf Coast regions of the United States and specializes in highway and bridge construction, airport runway and taxiway construction, demolition, site clearing and grading, heavy earthwork, soil stabilization, mass excavation, and drainage projects. ā All intersegment revenue and gross profit, which were immaterial, have been eliminated in the following tables. ā ā Segment Revenue ā Revenue by segment was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, ā ā ā 2019 ā 2018 ā ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā ā Total ā ā ā ā Total ā Segment Revenue Revenue Revenue Revenue Power ā $ 200,657 23.2% ā $ 181,822 20.0% ā Pipeline ā ā 133,590 ā 15.4% ā ā 213,073 ā 23.4% ā Utilities ā 281,561 32.6% ā 269,652 29.7% ā Transmission ā ā 128,784 ā 14.9% ā ā 121,526 ā 13.4% ā Civil ā 120,472 13.9% ā 122,829 13.5% ā Total ā $ 865,064 100.0% ā $ 908,902 100.0% ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, ā ā ā 2019 ā 2018 ā ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā ā Total ā ā ā ā Total ā Segment Revenue Revenue Revenue Revenue Power ā $ 518,210 22.4% ā $ 515,378 25.0% ā Pipeline ā ā 405,647 ā 17.5% ā ā 361,261 ā 17.5% ā Utilities ā 650,079 28.1% ā 665,214 32.3% ā Transmission ā ā 382,581 ā 16.5% ā ā 163,980 (1) 7.9% ā Civil ā 360,034 15.5% ā 355,975 17.3% ā Total ā $ 2,316,551 100.0% ā $ 2,061,808 100.0% ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to September 30, 2018. ā Segment Gross Profit ā Gross profit by segment was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, ā ā 2019 ā 2018 ā ā ā % of ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment ā Segment ā Gross Profit ā Revenue ā Gross Profit ā Revenue Power ā $ 15,525 7.7% ā $ 32,077 17.6% ā Pipeline ā ā 19,657 ā 14.7% ā ā 24,999 ā 11.7% ā Utilities ā 48,892 17.4% ā 35,348 13.1% ā Transmission ā ā 4,836 ā 3.8% ā ā 13,958 ā 11.5% ā Civil ā 19,511 16.2% ā 123 0.1% ā Total ā $ 108,421 12.5% ā $ 106,505 11.7% ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, ā ā ā 2019 ā 2018 ā ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment ā Segment Gross Profit Revenue Gross Profit Revenue ā Power ā $ 58,890 11.4% ā $ 76,674 14.9% ā Pipeline ā ā 46,204 ā 11.4% ā ā 43,568 ā 12.1% ā Utilities ā 87,999 13.5% ā 78,963 11.9% ā Transmission ā ā 21,664 ā 5.7% ā ā 19,679 (1) 12.0% ā Civil ā 26,655 7.4% ā 3,600 1.0% ā Total ā $ 241,412 10.4% ā $ 222,484 10.8% ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to September 30, 2018 ā Segment Goodwill ā The amount of goodwill recorded by each segment at September 30, 2019 and at December 31, 2018 is presented in Note 7 ā ā Goodwill and Intangible Assetsā ā Geographic Region ā Revenue and Total Assets ā The majority of our revenue is derived from customers in the United States with approximately 5.3% and 2.5% generated from sources outside of the United States during the nine months ended September 30, 2019 and 2018, respectively, principally in Canada. At September 30, 2019 and December 31, 2018, approximately 3.9% of total assets were located outside of the United States. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events. | |
Subsequent Events | Note 19āSubsequent Events ā Cash Dividend ā On October 31, 2019, the Board of Directors declared a cash dividend of $0.06 per share of common stock for stockholders of record as of December 31, 2019, payable on or about January 15, 2020. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation | |
Revenue recognition | We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts. A substantial portion of our revenue is derived from contracts that are fixed-price or unit-price and is recognized over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress). For time and material and cost reimbursable plus fee contracts, revenue is recognized primarily on an input basis, based on contract costs incurred as defined within the respective contracts. Costs to obtain contracts are generally not significant and are expensed in the period incurred. ā We evaluate whether two or more contracts should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as more than one performance obligation. ASC 606 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. A contractās transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our evaluation requires significant judgment and the decision to combine a group of contracts or separate a contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. However, occasionally we have contracts with multiple performance obligations. For contracts with multiple performance obligations, we allocate the contractās transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach for each performance obligation. ā As of September 30, 2019, we had $1.92 billion of remaining performance obligations. We expect to recognize approximately 72% of our remaining performance obligations as revenue during the next four quarters and substantially all of the remaining balance by the third quarter of 2021. ā Accounting for long-term contracts involves the use of various techniques to estimate total transaction price and costs. For long-term contracts, transaction price, estimated cost at completion and total costs incurred to date are used to calculate revenue earned. Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract. Total estimated costs, and thus contract revenue and income, can be impacted by changes in productivity, scheduling, the unit cost of labor, subcontracts, materials and equipment. Additionally, external factors such as weather, client needs, client delays in providing permits and approvals, labor availability, governmental regulation and politics may affect the progress of a projectās completion, and thus the timing of revenue recognition. To the extent that original cost estimates are modified, estimated costs to complete increase, delivery schedules are delayed, or progress under a contract is otherwise impeded, cash flow, revenue recognition and profitability from a particular contract may be adversely affected. ā The nature of our contracts gives rise to several types of variable consideration, including contract modifications (change orders and claims), liquidated damages, volume discounts, performance bonuses, incentive fees, and other terms that can either increase or decrease the transaction price. We estimate variable consideration as the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent we believe we have an enforceable right, and it is probable that a significant reversal of cumulative revenue recognized will not occur. Our estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us at this time. ā Contract modifications result from changes in contract specifications or requirements. We consider unapproved change orders to be contract modifications for which customers have not agreed to both scope and price. We consider claims to be contract modifications for which we seek, or will seek, to collect from customers, or others, for customer-caused changes in contract specifications or design, or other customer-related causes of unanticipated additional contract costs on which there is no agreement with customers. Claims can also be caused by non-customer-caused changes, such as rain or other weather delays. Costs associated with contract modifications are included in the estimated costs to complete the contracts and are treated as project costs when incurred. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. The effect of a contract modification on the transaction price, and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. In some cases, settlement of contract modifications may not occur until after completion of work under the contract. ā As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the cumulative impact of the profit adjustment is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. In the three and nine months ended September 30, 2019, revenue recognized from performance obligations satisfied in previous periods was $9.5 million and $20.2 million, respectively. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full, including any previously recognized profit, in the period it is identified and recognized as an āaccrued loss provisionā which is included in āContract liabilitiesā on the Condensed Consolidated Balance Sheets. For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. ā At September 30, 2019, we had approximately $67.8 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 $56.0 million of the contract modifications had been recognized as revenue on a cumulative catch-up basis through September 30, 2019. ā In all forms of contracts, we estimate the collectability of contract amounts at the same time that we estimate project costs. If we anticipate that there may be issues associated with the collectability of the full amount calculated as the transaction price, we may reduce the amount recognized as revenue to reflect the uncertainty associated with realization of the eventual cash collection. For example, when a cost reimbursable project exceeds the clientās expected budget amount, the client frequently requests an adjustment to the final amount. Similarly, some utility clients reserve the right to audit costs for significant periods after performance of the work. ā The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is a contract asset. Also, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is a contract liability. ā The caption āContract assetsā in the Condensed Consolidated Balance Sheets represents the following: ā ā unbilled revenue, which arise when revenue has been recorded but the amount will not be billed until a later date; ā ā retainage amounts for the portion of the contract price earned by us for work performed, but held for payment by the customer as a form of security until we reach certain construction milestones; and ā ā contract materials for certain job specific materials not yet installed, which are valued using the specific identification method relating the cost incurred to a specific project. |
Customer concentration | Customer concentration ā During the three and nine months ended September 30, 2019, revenue generated by the top ten customers was approximately $415.7 million and $1,112.1 million, respectively, which represented 48.0% and 48.0%, respectively of total revenue during the period. During the three and nine months ended September 30, 2019, a Midwest utility customer represented 9.0% and 7.6% of total revenue, respectively, and a Texas utility customer represented 5.6% and 7.3% of total revenue, respectively. ā During the three and nine months ended September 30, 2018, revenue generated by the top ten customers was approximately $483.0 million and $1,045.9 million, respectively, which represented 53.1% and 50.7%, respectively, of total revenue during the period. During the three and nine months ended September 30, 2018, a California utility customer represented 8.2% and 8.6% of total revenue, respectively, and a Midwest utility customer represented 7.9% and 8.4% of total revenue, respectively. ā At September 30, 2019, approximately 12.2% of our accounts receivable was due from a state department of transportation customer, and that customer provided 5.5% of our revenue for the nine months ended September 30, 2019. ā On January 29, 2019, one of our California utility customers filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. As of September 30, 2019, the utility customerās pre-petition accounts receivable comprised approximately 9.3% of our total accounts receivable. For the three and nine months ended September 30, 2019, the customer accounted for approximately 8.4% and 6.7%, respectively, of our total revenue. I n 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 three and nine months ended September 30, 2019, we recorded a loss of approximately $2.9 million in āOther income (expense), netā on the Condensed Consolidated Statements of Income related to the sale agreement. Additionally, we are continuing to perform services for the customer while the bankruptcy case is ongoing and the amounts billed for post-petition services continue to be collected in the ordinary course of the customerās post-petition business. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities which are required to be measured at fair value | The following table presents, for each of the fair value hierarchy levels identified under ASC Topic 820, our financial assets and liabilities that are required to be measured at fair value at September 30, 2019 and December 31, 2018 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurements at Reporting Date ā ā ā Significant ā ā ā ā Quoted Prices ā Other ā Significant ā ā in Active Markets ā Observable ā Unobservable ā ā for Identical Assets ā Inputs ā Inputs ā (Level 1) (Level 2) (Level 3) Assets as of September 30, 2019: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 43,837 $ ā $ ā ā Contingent consideration ā $ ā ā $ ā ā $ 938 ā Liabilities as of September 30, 2019: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 7,683 ā $ ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Assets as of December 31, 2018: ā ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ 151,063 $ ā $ ā ā Liabilities as of December 31, 2018: ā ā ā ā ā ā ā ā ā ā Interest rate swap ā $ ā ā $ 2,829 ā $ ā ā |
Business Combinations (Tables)
Business Combinations (Tables) - Willbros | 9 Months Ended |
Sep. 30, 2019 | |
Business combinations | |
Summary of the identifiable assets acquired and liabilities assumed | ā ā ā ā ā ā ā Purchase consideration (in thousands) ā ā ā ā Total purchase consideration ā $ 164,758 ā Less cash and restricted cash acquired ā ā (54,138) ā Net cash paid ā ā 110,620 ā ā ā ā ā ā ā ā Identifiable assets acquired and liabilities assumed (in thousands) ā ā ā ā Cash and restricted cash ā $ 54,138 ā Accounts receivable ā ā 103,186 ā Contract assets ā ā 30,762 ā Other current assets ā ā 18,255 ā Property, plant and equipment ā ā 30,522 ā Intangible assets: ā ā ā Customer relationships ā ā 47,500 ā Tradename ā ā 200 ā Deferred income taxes ā ā 27,954 ā Other non-current assets ā 2,261 ā Accounts payable and accrued liabilities ā ā (122,692) ā Contract liabilities ā ā (68,104) ā Other non-current liabilities ā ā (20,953) ā Total identifiable net assets ā ā 103,029 ā Goodwill ā ā 61,729 ā Total purchase consideration ā $ 164,758 ā |
Schedule of pro forma results | ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Nine Months Ended ā ā ā September 30, 2018 September 30, 2018 ā ā (unaudited) ā (unaudited) ā Revenue ā $ 908,902 ā $ 2,388,020 ā Income before provision for income taxes ā $ 45,521 ā $ 61,917 ā Net income attributable to Primoris ā $ 32,691 ā $ 40,826 ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding: ā ā ā ā ā ā ā Basic ā 51,403 ā 51,471 ā Diluted ā 51,735 ā 51,760 ā ā ā ā ā ā ā ā ā Earnings per share: ā ā ā ā ā ā ā Basic ā $ 0.64 ā $ 0.79 ā Diluted ā $ 0.63 ā $ 0.79 ā |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue | |
Schedule of contract assets | Contract assets consist of the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 ā Unbilled revenue ā $ 234,118 ā $ 249,577 ā Retention receivable ā ā 86,513 ā ā 88,953 ā Contract materials (not yet installed) ā 11,279 ā 25,715 ā ā ā $ 331,910 ā $ 364,245 ā |
Schedule of contract liabilities | Contract liabilities consist of the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 ā Deferred revenue ā $ 183,672 ā $ 182,232 ā Accrued loss provision ā 5,992 ā 7,307 ā ā ā $ 189,664 ā $ 189,539 ā |
Schedule of revenue disaggregation by various categories | Master Service Agreements (āMSAā) and Non-MSA revenue was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, 2019 Segment ā MSA ā Non-MSA ā Total ā Power ā $ 43,680 $ 156,977 $ 200,657 ā Pipeline ā ā 29,110 ā ā 104,480 ā ā 133,590 ā Utilities ā 189,606 91,955 281,561 ā Transmission ā ā 103,421 ā ā 25,363 ā ā 128,784 ā Civil ā 1,074 119,398 120,472 ā Total ā $ 366,891 $ 498,173 $ 865,064 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2019 Segment MSA Non-MSA Total ā Power ā $ 136,564 $ 381,646 $ 518,210 ā Pipeline ā ā 71,112 ā ā 334,535 ā ā 405,647 ā Utilities ā 481,439 168,640 650,079 ā Transmission ā ā 316,019 ā ā 66,562 ā ā 382,581 ā Civil ā 2,949 357,085 360,034 ā Total ā $ 1,008,083 $ 1,308,468 $ 2,316,551 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, 2018 Segment ā MSA ā Non-MSA ā Total ā Power ā $ 48,004 $ 133,818 $ 181,822 ā Pipeline ā ā 14,986 ā ā 198,087 ā ā 213,073 ā Utilities ā 227,192 42,460 269,652 ā Transmission ā ā 100,227 ā ā 21,299 ā ā 121,526 ā Civil ā ā 122,829 122,829 ā Total ā $ 390,409 $ 518,493 $ 908,902 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2018 Segment MSA Non-MSA Total ā Power ā $ 90,074 $ 425,304 $ 515,378 ā Pipeline ā ā 34,479 ā ā 326,782 ā ā 361,261 ā Utilities ā 515,295 149,919 665,214 ā Transmission ā ā 135,744 ā ā 28,236 ā ā 163,980 ā Civil ā ā 355,975 355,975 ā Total ā $ 775,592 $ 1,286,216 $ 2,061,808 ā 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 ā For the three months ended September 30, 2019 Segment ā Fixed-price ā Unit-price ā Cost reimbursable (1) ā Total ā Power ā $ 136,040 $ 2,954 $ 61,663 $ 200,657 ā Pipeline ā ā 13,860 ā ā 21,949 ā ā 97,781 ā ā 133,590 ā Utilities ā 31,462 165,183 84,916 281,561 ā Transmission ā ā 13,034 ā ā 110,869 ā ā 4,881 ā ā 128,784 ā Civil ā 19,957 79,586 20,929 120,472 ā Total ā $ 214,353 $ 380,541 $ 270,170 $ 865,064 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2019 Segment Fixed-price Unit-price Cost reimbursable (1) Total ā Power ā $ 316,288 $ 13,609 $ 188,313 $ 518,210 ā Pipeline ā ā 45,196 ā ā 32,453 ā ā 327,998 ā ā 405,647 ā Utilities ā 84,349 352,679 213,051 650,079 ā Transmission ā ā 35,748 ā ā 332,389 ā ā 14,444 ā ā 382,581 ā Civil ā 61,643 241,985 56,406 360,034 ā Total ā $ 543,224 $ 973,115 $ 800,212 $ 2,316,551 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, 2018 Segment ā Fixed-price ā Unit-price ā Cost reimbursable (1) ā Total ā Power ā $ 85,561 $ 10,371 $ 85,890 $ 181,822 ā Pipeline ā ā 41,772 ā ā 7,924 ā ā 163,377 ā ā 213,073 ā Utilities ā 42,763 144,611 82,278 269,652 ā Transmission ā ā 20,259 ā ā 84,646 ā ā 16,621 ā ā 121,526 ā Civil ā 21,380 90,418 11,031 122,829 ā Total ā $ 211,735 $ 337,970 $ 359,197 $ 908,902 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, 2018 Segment Fixed-price Unit-price Cost reimbursable (1) Total ā Power ā $ 310,599 $ 36,015 $ 168,764 $ 515,378 ā Pipeline ā ā 82,394 ā ā 58,247 ā ā 220,620 ā ā 361,261 ā Utilities ā 148,126 339,225 177,863 665,214 ā Transmission ā ā 28,259 ā ā 110,103 ā ā 25,618 ā ā 163,980 ā Civil ā 45,803 269,630 40,542 355,975 ā Total ā $ 615,181 $ 813,220 $ 633,407 $ 2,061,808 ā (1) Includes time and material and cost reimbursable plus fee contracts. ā |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets | |
Schedule of goodwill by reporting unit | The change in goodwill by segment for the nine months ended September 30, 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 ā ā ā ā Power ā Pipeline ā Utilities ā Transmission ā Civil ā Total Balance at January 1, 2019 ā $ 25,933 ā $ 52,285 ā $ 37,312 ā $ 50,479 ā $ 40,150 ā $ 206,159 ā Adjustments to identifiable assets acquired and liabilities assumed ā ā 261 ā ā 130 ā ā ā ā ā 8,553 ā ā ā ā ā 8,944 ā Balance at September 30, 2019 ā $ 26,194 ā $ 52,415 ā $ 37,312 ā $ 59,032 ā $ 40,150 ā $ 215,103 ā ā |
Summary of intangible asset categories, amounts and the average amortization periods | The table below summarizes the intangible asset categories, amounts and the average amortization periods, which are on a straight-line basis (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā September 30, 2019 ā December 31, 2018 ā ā Weighted Gross Carrying Accumulated Intangible assets, net Gross Carrying Accumulated Intangible assets, net Tradename ā 9 years ā $ 31,390 ā $ (27,808) ā $ 3,582 ā $ 31,390 ā $ (25,156) ā $ 6,234 ā Customer relationships 16 years ā 97,400 ā (28,877) ā 68,523 ā 97,400 ā (23,079) ā 74,321 ā Non-compete agreements ā 5 years ā 1,900 ā (1,485) ā 415 ā 1,900 ā (1,387) ā 513 ā Other ā 3 years ā ā 275 ā ā (214) ā ā 61 ā ā 275 ā ā (145) ā ā 130 ā Total 15 years ā $ 130,965 ā $ (58,384) ā $ 72,581 ā $ 130,965 ā $ (49,767) ā $ 81,198 ā |
Schedule of estimated future amortization expense for intangible assets | Estimated future amortization expense for intangible assets is as follows (in thousands): ā ā ā ā ā ā ā ā Estimated ā ā Intangible ā ā Amortization For the Years Ending December 31, Expense 2019 (remaining three months) ā $ 2,755 ā 2020 ā ā 8,814 ā 2021 ā 7,577 ā 2022 ā 6,416 ā 2023 ā 5,581 ā Thereafter ā 41,438 ā ā ā $ 72,581 ā |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounts Payable and Accrued Liabilities | |
Summary of accrued expenses and other current liabilities | The following is a summary of accrued liabilities (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2019 2018 Payroll and related employee benefits ā $ 82,307 ā $ 60,509 Current operating lease liability ā ā 70,250 ā ā ā Insurance, including self-insurance reserves ā 13,189 ā 21,224 Corporate income taxes and other taxes ā 20,227 ā 5,040 Other ā 33,499 ā 30,754 ā ā $ 219,472 ā $ 117,527 |
Credit Arrangements (Tables)
Credit Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Credit Arrangements | |
Schedule of long-term debt and credit facilities | ā Long-term debt and credit facilities consists of the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 Term loan ā $ 206,250 ā $ 214,500 ā Revolving credit facility ā ā ā ā ā ā ā Commercial equipment notes ā ā 118,201 ā ā 127,458 ā Mortgage notes ā 43,891 ā 27,200 ā Total debt ā ā 368,342 ā ā 369,158 ā Unamortized debt issuance costs ā ā (841) ā ā (1,001) ā Total debt, net ā $ 367,501 ā $ 368,157 ā Less: current portion ā (60,104) ā (62,488) ā Long-term debt, net of current portion ā $ 307,397 ā $ 305,669 ā |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments | |
Schedule of fair values of our derivative contracts included in the Condensed Consolidated Balance Sheets | The following table summarizes the fair value of our derivative contracts included in the Condensed Consolidated Balance Sheets (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā Liability Derivatives ā September 30, December 31, ā ā Balance Sheet Location ā 2019 ā 2018 Interest rate swap ā Other long-term liabilities ā $ 7,683 ā $ 2,829 ā Total derivatives ā ā ā $ 7,683 ā $ 2,829 ā ā |
Schedule of derivative instruments within the Condensed Consolidated Statements of Income | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Nine Months Ended ā ā ā Location of Loss Recognized ā September 30, ā September 30, ā ā on Derivatives 2019 2018 ā 2019 2018 Interest rate swap Interest expense ā $ 920 ā $ 33 ā $ 5,428 ā $ 33 ā |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of the carrying value of the assets and liabilities included in the Company's consolidated balance sheets | The following table summarizes the total balance sheet amounts for the Carlsbad and Wilmington joint ventures, which are included in our Condensed Consolidated Balance Sheets, and the total consolidated balance sheet amounts (in thousands): ā ā ā ā ā ā ā ā ā ā ā Joint Venture ā Consolidated ā At September 30, 2019 Amounts Amounts Cash ā $ 2,145 ā $ 43,837 ā Accounts receivable ā $ ā ā $ 551,543 ā Contract assets ā $ ā ā $ 331,910 ā Accounts payable ā $ 15 ā $ 219,792 ā Contract liabilities ā $ 1,102 ā $ 189,664 ā ā ā ā ā ā ā ā ā At December 31, 2018 ā ā ā ā ā ā ā Cash ā $ 3,127 ā $ 151,063 ā Accounts receivable ā $ 4,451 ā $ 372,695 ā Contract assets ā $ 8,158 ā $ 364,245 ā Accounts payable ā $ 2,279 ā $ 249,217 ā Contract liabilities ā $ 5,946 ā $ 189,539 ā |
Carlsbad | |
Schedule of joint venture operating activities included in the Company's consolidated statements of income | The Carlsbad joint ventureās operating activities began in 2015 and are included in our Condensed Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2019 2018 2019 2018 Revenue ā $ 541 ā $ 18,415 ā $ 4,792 ā $ 89,672 ā Net income attributable to noncontrolling interests ā $ 178 ā $ 2,101 ā $ 1,204 ā $ 7,545 ā |
Schedule of the carrying value of the assets and liabilities included in the Company's consolidated balance sheets | The carrying value of the assets and liabilities associated with the operations of the Carlsbad joint venture are included in our Condensed Consolidated Balance Sheets as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 Cash ā $ 2,145 ā $ 3,117 ā Accounts receivable ā $ ā ā $ 4,451 ā Contract assets ā $ ā ā $ 8,158 ā Accounts payable ā $ 15 ā $ 2,279 ā Contract liabilities ā $ 1,102 ā $ 5,946 ā Due to Primoris ā $ 98 ā $ 1,979 ā |
Wilmington | |
Schedule of joint venture operating activities included in the Company's consolidated statements of income | The Wilmington joint ventureās operating activities began in October 2015 and are included in our Condensed Consolidated Statements of Income as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2019 2018 2019 2018 Revenue ā $ ā ā $ ā ā $ ā ā $ 1,921 ā Net income attributable to noncontrolling interests ā $ ā ā $ 13 ā $ ā ā $ 573 ā |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation. | |
Schedule of units activity | ā ā ā ā ā ā Number of Units For the Years Ending December 31, to Vest 2019 (remaining three months) ā 2,053 2020 ā 11,067 2021 ā 122,649 2022 ā 27,700 2023 ā 2,341 ā ā 165,810 |
Dividends and Earnings Per Sh_2
Dividends and Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Dividends and Earnings Per Share | |
Schedule of cash dividends paid or declared | We have paid cash dividends during 2019 and 2018 as follows: ā ā ā ā ā ā ā ā ā Declaration Date Record Date Payable Date Amount Per Share February 21, 2018 ā March 30, 2018 ā April 13, 2018 ā $ 0.060 May 4, 2018 ā June 29, 2018 ā July 13, 2018 ā $ 0.060 August 2, 2018 ā September 28, 2018 ā October 15, 2018 ā $ 0.060 November 2, 2018 ā December 31, 2018 ā January 15, 2019 ā $ 0.060 February 26, 2019 ā March 29, 2019 ā April 15, 2019 ā $ 0.060 May 3, 2019 ā June 28, 2019 ā July 15, 2019 ā $ 0.060 August 2, 2019 ā September 30, 2019 ā October 15, 2019 ā $ 0.060 |
Schedule of computation of basic and diluted earnings per share | The table below presents the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2019 and 2018 (in thousands, except per share amounts). ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2019 2018 2019 2018 Numerator: ā ā ā ā ā ā ā ā ā ā ā ā ā Net income attributable to Primoris ā $ 35,648 ā $ 32,691 ā $ 55,382 ā $ 45,094 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Denominator: ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares for computation of basic earnings per share ā 50,976 ā 51,403 ā 50,887 ā 51,471 ā Dilutive effect of shares issued to independent directors ā 6 ā 4 ā 4 ā 3 ā Dilutive effect of restricted stock units (1) ā 233 ā 328 ā 319 ā 286 ā Weighted average shares for computation of diluted earnings per share ā 51,215 ā 51,735 ā 51,210 ā 51,760 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share attributable to Primoris: ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā $ 0.70 ā $ 0.64 ā $ 1.09 ā $ 0.88 ā Diluted ā $ 0.70 ā $ 0.63 ā $ 1.08 ā $ 0.87 ā (1) Represents the dilutive effect of the grant of Units and vested Dividend Equivalent Units for the respective periods presented. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Summary of components of lease expense | ā The components of lease expense are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, ā ā ā 2019 2018 2019 2018 ā Operating lease expense ā $ 21,478 (1) $ 15,689 (2) $ 55,645 (1) $ 32,357 (2) ________________________________________ (1) Includes short-term leases and variable lease costs, which are immaterial. (2) Reported in accordance with our historical accounting under ASC 840, ā Leases ā. |
Summary of operating lease liabilities | Our operating lease liabilities are reported on the Condensed Consolidated Balance Sheet as follows (in thousands): ā ā ā ā ā ā ā September 30, ā ā 2019 Accrued liabilities ā $ 70,250 ā Noncurrent operating lease liabilities, net of current portion ā 162,418 ā ā ā $ 232,668 ā ā |
Summary of future minimum lease payments under non-cancelable operating leases | The future minimum lease payments under non-cancelable operating leases are as follows (in thousands): ā ā ā ā ā ā ā Future Minimum For the Years Ending December 31, ā Lease Payments 2019 (remaining three months) $ 20,412 2020 ā 74,654 2021 ā ā 59,016 2022 ā ā 42,523 2023 ā ā 31,564 Thereafter ā ā 23,642 Total lease payments ā $ 251,811 Less imputed interest ā (19,143) Total ā $ 232,668 |
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 Nine Months Ended ā September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities ā ā ā ā Operating cash flows from operating leases ā $ 55,922 ā Weighted-average remaining lease term on operating leases (years) ā ā 4.06 ā Weighted-average discount rate on operating leases ā ā 3.96% ā |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Reportable Segments | |
Schedule of revenue and gross profit by segment | Revenue by segment was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, ā ā ā 2019 ā 2018 ā ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā ā Total ā ā ā ā Total ā Segment Revenue Revenue Revenue Revenue Power ā $ 200,657 23.2% ā $ 181,822 20.0% ā Pipeline ā ā 133,590 ā 15.4% ā ā 213,073 ā 23.4% ā Utilities ā 281,561 32.6% ā 269,652 29.7% ā Transmission ā ā 128,784 ā 14.9% ā ā 121,526 ā 13.4% ā Civil ā 120,472 13.9% ā 122,829 13.5% ā Total ā $ 865,064 100.0% ā $ 908,902 100.0% ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, ā ā ā 2019 ā 2018 ā ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā ā Total ā ā ā ā Total ā Segment Revenue Revenue Revenue Revenue Power ā $ 518,210 22.4% ā $ 515,378 25.0% ā Pipeline ā ā 405,647 ā 17.5% ā ā 361,261 ā 17.5% ā Utilities ā 650,079 28.1% ā 665,214 32.3% ā Transmission ā ā 382,581 ā 16.5% ā ā 163,980 (1) 7.9% ā Civil ā 360,034 15.5% ā 355,975 17.3% ā Total ā $ 2,316,551 100.0% ā $ 2,061,808 100.0% ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to September 30, 2018. ā Segment Gross Profit ā Gross profit by segment was as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended September 30, ā ā 2019 ā 2018 ā ā ā % of ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment ā Segment ā Gross Profit ā Revenue ā Gross Profit ā Revenue Power ā $ 15,525 7.7% ā $ 32,077 17.6% ā Pipeline ā ā 19,657 ā 14.7% ā ā 24,999 ā 11.7% ā Utilities ā 48,892 17.4% ā 35,348 13.1% ā Transmission ā ā 4,836 ā 3.8% ā ā 13,958 ā 11.5% ā Civil ā 19,511 16.2% ā 123 0.1% ā Total ā $ 108,421 12.5% ā $ 106,505 11.7% ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the nine months ended September 30, ā ā ā 2019 ā 2018 ā ā ā ā ā ā % of ā ā ā ā % of ā ā ā ā ā Segment ā ā ā ā Segment ā Segment Gross Profit Revenue Gross Profit Revenue ā Power ā $ 58,890 11.4% ā $ 76,674 14.9% ā Pipeline ā ā 46,204 ā 11.4% ā ā 43,568 ā 12.1% ā Utilities ā 87,999 13.5% ā 78,963 11.9% ā Transmission ā ā 21,664 ā 5.7% ā ā 19,679 (1) 12.0% ā Civil ā 26,655 7.4% ā 3,600 1.0% ā Total ā $ 241,412 10.4% ā $ 222,484 10.8% ā (1) Represents results from the June 1, 2018 acquisition date of Willbros to September 30, 2018 |
Nature of Business (Details)
Nature of Business (Details) $ in Thousands | Jun. 01, 2018USD ($)segment | Sep. 30, 2019segment | Sep. 30, 2018USD ($) |
Nature of Business | |||
Number of reportable segments | segment | 5 | ||
Purchase consideration, net of cash acquired | $ 111,030 | ||
Willbros | |||
Nature of Business | |||
Number of reportable segments | segment | 2 | ||
Purchase consideration, net of cash acquired | $ 110,620 | ||
Transmission | Willbros | |||
Nature of Business | |||
Purchase consideration, net of cash acquired | $ 110,600 | ||
Carlsbad | |||
Nature of Business | |||
Ownership percentage | 50.00% | ||
Wilmington | |||
Nature of Business | |||
Ownership percentage | 50.00% |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | Jan. 29, 2019customer | Oct. 31, 2019USD ($) | Sep. 30, 2019USD ($)customer | Sep. 30, 2018USD ($)customer | Sep. 30, 2019USD ($)itemcustomer | Sep. 30, 2018USD ($)customer |
Customer concentration | ||||||
Number of top customers | customer | 10 | |||||
Number of calendar years in which top customers typically generate minimum specified percentage of revenue | item | 1 | |||||
Minimum percentage of revenues generated by top ten customers | 50.00% | |||||
Revenue | $ 865,064 | $ 908,902 | $ 2,316,551 | $ 2,061,808 | ||
Utility Company under Chapter 11 | ||||||
Customer concentration | ||||||
Number of customers | customer | 1 | |||||
Proceeds from sale of receivables | $ 48,300 | |||||
Utility Company under Chapter 11 | Other income (expense), net | ||||||
Customer concentration | ||||||
Loss on sale of receivables | $ 2,900 | $ 2,900 | ||||
Revenues | Customer concentration | Top ten customers | ||||||
Customer concentration | ||||||
Number of top customers | customer | 10 | 10 | 10 | 10 | ||
Percentage of concentration risk | 48.00% | 53.10% | 48.00% | 50.70% | ||
Revenue | $ 415,700 | $ 483,000 | $ 1,112,100 | $ 1,045,900 | ||
Revenues | Customer concentration | One customer | ||||||
Customer concentration | ||||||
Percentage of concentration risk | 5.50% | |||||
Revenues | Customer concentration | Midwest utility customer | ||||||
Customer concentration | ||||||
Percentage of concentration risk | 9.00% | 7.90% | 7.60% | 8.40% | ||
Revenues | Customer concentration | California utility customer | ||||||
Customer concentration | ||||||
Percentage of concentration risk | 8.20% | 8.60% | ||||
Revenues | Customer concentration | Texas utility customer | ||||||
Customer concentration | ||||||
Percentage of concentration risk | 5.60% | 7.30% | ||||
Revenues | Customer concentration | Utility Company under Chapter 11 | ||||||
Customer concentration | ||||||
Percentage of concentration risk | 8.40% | 6.70% | ||||
Accounts receivable | Customer concentration | One customer | ||||||
Customer concentration | ||||||
Percentage of concentration risk | 12.20% | |||||
Accounts receivable | Customer concentration | Utility Company under Chapter 11 | ||||||
Customer concentration | ||||||
Percentage of concentration risk | 9.30% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Assets | |||
Contingent consideration | $ 900 | ||
Change in contingent consideration | $ 0 | ||
Contingent consideration | |||
Earnout | $ 2,000 | ||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Assets | |||
Cash and cash equivalents | 43,837 | $ 151,063 | |
Recurring | Significant Unobservable Inputs (Level 3) | |||
Assets | |||
Contingent consideration | 938 | ||
Recurring | Interest rate swap | Significant Other Observable Inputs (Level2) | |||
Liabilities | |||
Derivative liability | $ 7,683 | $ 2,829 |
Business Combinations - 2018 Ac
Business Combinations - 2018 Acquisitions (Details) $ in Thousands | Jun. 01, 2018USD ($)segment | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Business combinations | ||||||||
Decrease to intangible assets | $ 6,800 | |||||||
Increase in goodwill | $ 8,944 | |||||||
Net cash paid | $ 111,030 | |||||||
Fair value of net assets acquired | ||||||||
Goodwill | $ 215,103 | $ 215,103 | $ 206,159 | |||||
Number of reportable segments | segment | 5 | |||||||
Revenue | 865,064 | $ 908,902 | $ 2,316,551 | 2,061,808 | ||||
Gross profit | 108,421 | 106,505 | 241,412 | 222,484 | ||||
Merger and related costs | 3,827 | 13,190 | ||||||
Transmission | ||||||||
Business combinations | ||||||||
Increase in goodwill | 8,553 | |||||||
Fair value of net assets acquired | ||||||||
Goodwill | 59,032 | 59,032 | 50,479 | |||||
Revenue | 128,784 | 121,526 | 382,581 | 163,980 | ||||
Gross profit | 4,836 | 13,958 | 21,664 | 19,679 | ||||
Power | ||||||||
Business combinations | ||||||||
Increase in goodwill | 261 | |||||||
Fair value of net assets acquired | ||||||||
Goodwill | 26,194 | 26,194 | 25,933 | |||||
Revenue | 200,657 | 181,822 | 518,210 | 515,378 | ||||
Gross profit | 15,525 | 32,077 | 58,890 | 76,674 | ||||
Pipeline | ||||||||
Business combinations | ||||||||
Increase in goodwill | 130 | |||||||
Fair value of net assets acquired | ||||||||
Goodwill | 52,415 | 52,415 | $ 52,285 | |||||
Revenue | 133,590 | 213,073 | 405,647 | 361,261 | ||||
Gross profit | 19,657 | 24,999 | 46,204 | 43,568 | ||||
Willbros | ||||||||
Business combinations | ||||||||
Increase in contract liabilities | 23,700 | |||||||
Decrease in lease obligations | (11,900) | |||||||
Decrease in insurance liabilities | (6,000) | |||||||
Increase in goodwill | $ 18,000 | |||||||
Total purchase consideration | $ 164,758 | |||||||
Less cash and restricted cash acquired | (54,138) | |||||||
Net cash paid | 110,620 | |||||||
Fair value of net assets acquired | ||||||||
Cash and restricted cash | 54,138 | |||||||
Accounts receivable | 103,186 | |||||||
Contract assets | 30,762 | |||||||
Other current assets | 18,255 | |||||||
Property, plant and equipment | 30,522 | |||||||
Deferred income taxes | 27,954 | |||||||
Other non-current assets | 2,261 | |||||||
Accounts payable and accrued liabilities | (122,692) | |||||||
Contract liabilities | (68,104) | |||||||
Other non-current liabilities | (20,953) | |||||||
Total identifiable net assets | 103,029 | |||||||
Goodwill | $ 61,729 | |||||||
Number of reportable segments | segment | 2 | |||||||
Restricted cash | $ 40,200 | |||||||
Revenue | 173,700 | 175,800 | 513,700 | |||||
Gross profit | $ 9,300 | 18,600 | $ 31,300 | |||||
Revenue since acquisition | $ 236,800 | |||||||
Gross profit since acquisition | $ 25,400 | |||||||
Merger and related costs | $ 3,800 | $ 13,100 | ||||||
Willbros | Transmission | ||||||||
Business combinations | ||||||||
Net cash paid | 110,600 | |||||||
Fair value of net assets acquired | ||||||||
Goodwill | 59,000 | |||||||
Willbros | Power | ||||||||
Fair value of net assets acquired | ||||||||
Goodwill | 1,800 | |||||||
Willbros | Pipeline | ||||||||
Fair value of net assets acquired | ||||||||
Goodwill | 900 | |||||||
Willbros | Customer relationships | ||||||||
Fair value of net assets acquired | ||||||||
Intangibles assets | 47,500 | |||||||
Willbros | Tradename | ||||||||
Fair value of net assets acquired | ||||||||
Intangibles assets | $ 200 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Pro forma results | ||
Pro forma tax rate used in calculating taxes on income from continuing operations (as a percent) | 28.00% | 28.00% |
Revenues | $ 908,902 | $ 2,388,020 |
Income before provision for income taxes | 45,521 | 61,917 |
Net income attributable to Primoris | $ 32,691 | $ 40,826 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 51,403 | 51,471 |
Diluted (in shares) | 51,735 | 51,760 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.64 | $ 0.79 |
Diluted (in dollars per share) | $ 0.63 | $ 0.79 |
Revenue - Performance obligatio
Revenue - Performance obligations (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Revenue | ||
Remaining performance obligations | $ 1,920 | $ 1,920 |
Revenue recognized from performance obligations satisfied in previous periods | 9.5 | 20.2 |
Amount of contract modifications included in the expected contract value. | $ 67.8 | 67.8 |
Amount of unapproved contract modifications recognized as revenue on a cumulative catch-up basis | $ 56 |
Revenue - Performance obligat_2
Revenue - Performance obligations - 2019-10-01 (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | 9 Months Ended |
Sep. 30, 2019 | |
Revenue expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 12 months |
Percentage of remaining performance obligation expected to be recognized in period | 72.00% |
Revenue - Contract assets (Deta
Revenue - Contract assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue | ||
Unbilled revenue | $ 234,118 | $ 249,577 |
Retention receivable | 86,513 | 88,953 |
Contract materials (not yet installed) | 11,279 | 25,715 |
Contract assets | 331,910 | $ 364,245 |
Increase (decrease) in contract assets | $ (32,300) |
Revenue - Contract liabilities
Revenue - Contract liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue | ||
Deferred revenue | $ 183,672 | $ 182,232 |
Accrued loss provision | 5,992 | 7,307 |
Contract liabilities | 189,664 | $ 189,539 |
Revenue recognized included in contract liability at beginning of period | $ 143,600 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue by customer type and contract type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue | ||||
Revenue | $ 865,064 | $ 908,902 | $ 2,316,551 | $ 2,061,808 |
Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 214,353 | 211,735 | 543,224 | 615,181 |
Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 380,541 | 337,970 | 973,115 | 813,220 |
Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 270,170 | 359,197 | 800,212 | 633,407 |
MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 366,891 | 390,409 | 1,008,083 | 775,592 |
Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 498,173 | 518,493 | 1,308,468 | 1,286,216 |
Power | ||||
Disaggregation of Revenue | ||||
Revenue | 200,657 | 181,822 | 518,210 | 515,378 |
Power | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 136,040 | 85,561 | 316,288 | 310,599 |
Power | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 2,954 | 10,371 | 13,609 | 36,015 |
Power | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 61,663 | 85,890 | 188,313 | 168,764 |
Power | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 43,680 | 48,004 | 136,564 | 90,074 |
Power | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 156,977 | 133,818 | 381,646 | 425,304 |
Pipeline | ||||
Disaggregation of Revenue | ||||
Revenue | 133,590 | 213,073 | 405,647 | 361,261 |
Pipeline | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 13,860 | 41,772 | 45,196 | 82,394 |
Pipeline | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 21,949 | 7,924 | 32,453 | 58,247 |
Pipeline | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 97,781 | 163,377 | 327,998 | 220,620 |
Pipeline | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 29,110 | 14,986 | 71,112 | 34,479 |
Pipeline | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 104,480 | 198,087 | 334,535 | 326,782 |
Utilities | ||||
Disaggregation of Revenue | ||||
Revenue | 281,561 | 269,652 | 650,079 | 665,214 |
Utilities | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 31,462 | 42,763 | 84,349 | 148,126 |
Utilities | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 165,183 | 144,611 | 352,679 | 339,225 |
Utilities | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 84,916 | 82,278 | 213,051 | 177,863 |
Utilities | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 189,606 | 227,192 | 481,439 | 515,295 |
Utilities | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 91,955 | 42,460 | 168,640 | 149,919 |
Transmission | ||||
Disaggregation of Revenue | ||||
Revenue | 128,784 | 121,526 | 382,581 | 163,980 |
Transmission | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 13,034 | 20,259 | 35,748 | 28,259 |
Transmission | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 110,869 | 84,646 | 332,389 | 110,103 |
Transmission | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 4,881 | 16,621 | 14,444 | 25,618 |
Transmission | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 103,421 | 100,227 | 316,019 | 135,744 |
Transmission | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 25,363 | 21,299 | 66,562 | 28,236 |
Civil | ||||
Disaggregation of Revenue | ||||
Revenue | 120,472 | 122,829 | 360,034 | 355,975 |
Civil | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 19,957 | 21,380 | 61,643 | 45,803 |
Civil | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 79,586 | 90,418 | 241,985 | 269,630 |
Civil | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 20,929 | 11,031 | 56,406 | 40,542 |
Civil | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 1,074 | 2,949 | ||
Civil | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | $ 119,398 | $ 122,829 | $ 357,085 | $ 355,975 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill | |
Goodwill, Beginning Balance | $ 206,159 |
Adjustments to identifiable assets acquired and liabilities assumed | 8,944 |
Goodwill, Ending Balance | 215,103 |
Power | |
Goodwill | |
Goodwill, Beginning Balance | 25,933 |
Adjustments to identifiable assets acquired and liabilities assumed | 261 |
Goodwill, Ending Balance | 26,194 |
Pipeline | |
Goodwill | |
Goodwill, Beginning Balance | 52,285 |
Adjustments to identifiable assets acquired and liabilities assumed | 130 |
Goodwill, Ending Balance | 52,415 |
Utilities | |
Goodwill | |
Goodwill, Beginning Balance | 37,312 |
Goodwill, Ending Balance | 37,312 |
Transmission | |
Goodwill | |
Goodwill, Beginning Balance | 50,479 |
Adjustments to identifiable assets acquired and liabilities assumed | 8,553 |
Goodwill, Ending Balance | 59,032 |
Civil | |
Goodwill | |
Goodwill, Beginning Balance | 40,150 |
Goodwill, Ending Balance | $ 40,150 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Intangible assets | |||||
Weighted Average Life | 15 years | ||||
Gross Carrying Amount | $ 130,965 | $ 130,965 | $ 130,965 | ||
Accumulated Amortization | (58,384) | (58,384) | (49,767) | ||
Amortization expense of intangible assets | 2,900 | $ 3,100 | 8,617 | $ 8,287 | |
Estimated future amortization expense for intangible assets | |||||
2019 (remaining three months) | 2,755 | 2,755 | |||
2020 | 8,814 | 8,814 | |||
2021 | 7,577 | 7,577 | |||
2022 | 6,416 | 6,416 | |||
2023 | 5,581 | 5,581 | |||
Thereafter | 41,438 | 41,438 | |||
Total | 72,581 | $ 72,581 | 81,198 | ||
Tradename | |||||
Intangible assets | |||||
Weighted Average Life | 9 years | ||||
Gross Carrying Amount | 31,390 | $ 31,390 | 31,390 | ||
Accumulated Amortization | (27,808) | (27,808) | (25,156) | ||
Estimated future amortization expense for intangible assets | |||||
Total | 3,582 | $ 3,582 | 6,234 | ||
Customer relationships | |||||
Intangible assets | |||||
Weighted Average Life | 16 years | ||||
Gross Carrying Amount | 97,400 | $ 97,400 | 97,400 | ||
Accumulated Amortization | (28,877) | (28,877) | (23,079) | ||
Estimated future amortization expense for intangible assets | |||||
Total | 68,523 | $ 68,523 | 74,321 | ||
Non-compete agreements | |||||
Intangible assets | |||||
Weighted Average Life | 5 years | ||||
Gross Carrying Amount | 1,900 | $ 1,900 | 1,900 | ||
Accumulated Amortization | (1,485) | (1,485) | (1,387) | ||
Estimated future amortization expense for intangible assets | |||||
Total | 415 | $ 415 | 513 | ||
Other | |||||
Intangible assets | |||||
Weighted Average Life | 3 years | ||||
Gross Carrying Amount | 275 | $ 275 | 275 | ||
Accumulated Amortization | (214) | (214) | (145) | ||
Estimated future amortization expense for intangible assets | |||||
Total | $ 61 | $ 61 | $ 130 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Liabilities | ||
Accounts payable | $ 219,792 | $ 249,217 |
Retention amounts included in accounts payable | 10,200 | 13,200 |
Accrued liabilities | ||
Payroll and related employee benefits | 82,307 | 60,509 |
Current operating lease liability | 70,250 | |
Insurance, including self-insurance reserves | 13,189 | 21,224 |
Corporate income taxes and other taxes | 20,227 | 5,040 |
Other | 33,499 | 30,754 |
Total accrued liabilities | $ 219,472 | $ 117,527 |
Credit Arrangements (Details)
Credit Arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Credit arrangements | ||
Total debt | $ 368,342 | $ 369,158 |
Unamortized debt issuance costs | (841) | (1,001) |
Total debt, net | 367,501 | 368,157 |
Less: current portion | (60,104) | (62,488) |
Long-term debt, net of current portion | 307,397 | 305,669 |
Term Loan | ||
Credit arrangements | ||
Total debt, net | 206,250 | 214,500 |
Commercial equipment notes | ||
Credit arrangements | ||
Total debt | 118,201 | 127,458 |
Mortgages | ||
Credit arrangements | ||
Total debt, net | $ 43,891 | $ 27,200 |
Credit Arrangements - Narrative
Credit Arrangements - Narrative (Details) $ in Thousands, $ in Millions | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018 | |
Credit arrangements | ||||
Weighted average interest rate (as a percent) | 4.00% | 4.00% | 4.10% | |
Credit Agreement | ||||
Credit arrangements | ||||
Potential increase per the agreement | $ 75,000 | |||
Available borrowing capacity | $ 162,700 | |||
Credit Agreement | Minimum | ||||
Credit arrangements | ||||
Restrictions on investments, change of control provisions and provisions as a percentage of total assets to be disposed off | 20.00% | |||
Credit Agreement | Revolving Credit Facility | ||||
Credit arrangements | ||||
Maximum borrowing capacity | 200,000 | |||
Borrowings outstanding | 0 | |||
Credit Agreement | Commercial letters of credit | ||||
Credit arrangements | ||||
Maximum borrowing capacity | 200,000 | |||
Letters of credit outstanding | 37,300 | |||
Term Loan | ||||
Credit arrangements | ||||
Maximum borrowing capacity | $ 220,000 | |||
Canadian Credit Facility | ||||
Credit arrangements | ||||
Maximum borrowing capacity | $ 4 | |||
Available borrowing capacity | 3.4 | |||
Canadian Credit Facility | Commercial letters of credit | ||||
Credit arrangements | ||||
Letters of credit outstanding | $ 0.6 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Millions | Sep. 13, 2018USD ($) | Sep. 30, 2019USD ($)instrument | Dec. 31, 2018USD ($) |
Derivative Instruments | |||
Number of Instruments used for trading | instrument | 0 | ||
Interest rate swap | |||
Derivative Instruments | |||
Notional Amount | $ | $ 165 | $ 154.7 | $ 160.9 |
Notional amount interest rate | 75.00% | ||
Notional amount adjustment | 75.00% |
Derivative Instruments - Deriva
Derivative Instruments - Derivative contract and instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Derivative Instruments | |||||
Liability Derivatives | $ 7,683 | $ 7,683 | $ 2,829 | ||
Interest rate swap | Interest expense | |||||
Derivative Instruments | |||||
Amount of Loss Recognized on Derivatives | 920 | $ 33 | 5,428 | $ 33 | |
Interest rate swap | Other long-term liabilities | |||||
Derivative Instruments | |||||
Liability Derivatives | $ 7,683 | $ 7,683 | $ 2,829 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Noncontrolling Interests | |||||
Revenue | $ 865,064 | $ 908,902 | $ 2,316,551 | $ 2,061,808 | |
Net income attributable to noncontrolling interests | 178 | 2,114 | 1,204 | 8,118 | |
Cash | 43,837 | 43,837 | $ 151,063 | ||
Accounts receivable | 551,543 | 551,543 | 372,695 | ||
Contract assets | 331,910 | 331,910 | 364,245 | ||
Accounts payable | 219,792 | 219,792 | 249,217 | ||
Contract liabilities | $ 189,664 | $ 189,664 | 189,539 | ||
Carlsbad | |||||
Noncontrolling Interests | |||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||
Wilmington | |||||
Noncontrolling Interests | |||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||
Carlsbad and Wilmington | |||||
Noncontrolling Interests | |||||
Cash | $ 2,145 | $ 2,145 | 3,127 | ||
Accounts receivable | 4,451 | ||||
Contract assets | 8,158 | ||||
Accounts payable | 15 | 15 | 2,279 | ||
Contract liabilities | 1,102 | 1,102 | 5,946 | ||
Carlsbad | |||||
Noncontrolling Interests | |||||
Revenue | 541 | 18,415 | 4,792 | 89,672 | |
Net income attributable to noncontrolling interests | 178 | 2,101 | 1,204 | 7,545 | |
Distributions to partners | 5,000 | 3,500 | 5,000 | ||
Cash | 2,145 | 2,145 | 3,117 | ||
Accounts receivable | 4,451 | ||||
Contract assets | 8,158 | ||||
Accounts payable | 15 | 15 | 2,279 | ||
Contract liabilities | 1,102 | 1,102 | 5,946 | ||
Due to Primoris | $ 98 | 98 | $ 1,979 | ||
Carlsbad | Non Controlling Interest | |||||
Noncontrolling Interests | |||||
Distributions to partners | 5,000 | $ 3,500 | 5,000 | ||
Wilmington | |||||
Noncontrolling Interests | |||||
Revenue | 1,921 | ||||
Net income attributable to noncontrolling interests | 13 | 573 | |||
Distributions to partners | 3,800 | 3,800 | |||
Wilmington | Non Controlling Interest | |||||
Noncontrolling Interests | |||||
Distributions to partners | $ 3,800 | $ 3,800 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Equity Plan - Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 77 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | |
Stock-based compensation | ||||
Units granted | 423,105 | |||
Number of vested units | 257,295 | 257,295 | 257,295 | |
Number of unvested units | 165,810 | 165,810 | 165,810 | |
Compensation expense recognized | $ 300 | $ 1,200 | $ 700 | |
Unrecognized compensation expense | $ 2,500 | $ 2,500 | $ 2,500 | |
Period to recognize unrecognized compensation expense | 2 years | |||
Accrued dividend equivalent units | 1,949 | 1,949 | 1,949 | |
2019 (remaining nine months) | ||||
Stock-based compensation | ||||
Number of Units to Vest | 2,053 | 2,053 | 2,053 | |
2020 | ||||
Stock-based compensation | ||||
Number of Units to Vest | 11,067 | 11,067 | 11,067 | |
2021 | ||||
Stock-based compensation | ||||
Number of Units to Vest | 122,649 | 122,649 | 122,649 | |
2022 | ||||
Stock-based compensation | ||||
Number of Units to Vest | 27,700 | 27,700 | 27,700 | |
2023 | ||||
Stock-based compensation | ||||
Number of Units to Vest | 2,341 | 2,341 | 2,341 | |
Executives | ||||
Stock-based compensation | ||||
Units granted | 423,105 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Taxes | ||
Federal statutory income tax rate (as a percent) | 21.00% | 21.00% |
Effective tax rate on income before provision for income taxes including income attributable to noncontrolling interests (as a percent) | 28.60% | 21.60% |
Effective tax rate on income before provision for income taxes and noncontrolling interests (as a percent) | 29.00% | 24.50% |
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 |
Dividends and Earnings Per Sh_3
Dividends and Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Aug. 02, 2019 | May 03, 2019 | Feb. 26, 2019 | Nov. 02, 2018 | Aug. 02, 2018 | May 04, 2018 | Feb. 21, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Dividends and Earnings Per Share | |||||||||||
Cash dividend declared (in dollars per share) | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
Numerator: | |||||||||||
Net income attributable to Primoris | $ 35,648 | $ 32,691 | $ 55,382 | $ 45,094 | |||||||
Denominator: | |||||||||||
Weighted average shares for computation of basic earnings per share | 50,976 | 51,403 | 50,887 | 51,471 | |||||||
Dilutive effect of shares issued to independent directors | 6 | 4 | 4 | 3 | |||||||
Dilutive effect of restricted stock units | 233 | 328 | 319 | 286 | |||||||
Weighted average shares for computation of diluted earnings per share | 51,215 | 51,735 | 51,210 | 51,760 | |||||||
Earnings per share attributable to Primoris: | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.70 | $ 0.64 | $ 1.09 | $ 0.88 | |||||||
Diluted earnings per share (in dollars per share) | $ 0.70 | $ 0.63 | $ 1.08 | $ 0.87 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 77 Months Ended | ||||
Aug. 31, 2019 | Feb. 28, 2019 | Aug. 31, 2018 | Feb. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | |
Restricted Stock Units | |||||||
Common Stock | |||||||
Net of forfeitures for tax withholdings | 122,319 | 0 | |||||
LTR Plan | |||||||
Common Stock | |||||||
Shares of common stock issued under the long-term incentive plan | 114,106 | 71,757 | |||||
Amount received in exchange for shares of common stock under a long term incentive plan | $ 1.8 | $ 1.5 | |||||
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75.00% | 75.00% | |||||
Equity Plan | |||||||
Common Stock | |||||||
Shares of common stock issued as a part of quarterly compensation of non-employee members of the Board of Directors | 16,877 | 13,278 | 10,092 | 10,062 | |||
Equity Plan | Restricted Stock Units | |||||||
Common Stock | |||||||
Granted, Units | 423,105 | ||||||
Accrued dividend equivalent units | 1,949 | 1,949 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Carryforward of historical lease classification | true | |||
Determine the reasonably certain lease term for existing leases | true | |||
Options to extend leases | true | |||
Components of lease expense | ||||
Operating lease expense | $ 21,478 | $ 15,689 | $ 55,645 | $ 32,357 |
Operating lease liabilities | ||||
Accrued liabilities | $ 70,250 | $ 70,250 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current | ||
Noncurrent operating lease liabilities, net of current portion | $ 162,418 | $ 162,418 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Noncurrent operating lease liabilities, net of current portion | Noncurrent operating lease liabilities, net of current portion | ||
Operating lease liabilities | $ 232,668 | $ 232,668 | ||
Maximum | ||||
Renewal term | 5 years | 5 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Future minimum lease payments under non-cancelable operating leases | |
2019 (remaining three months) | $ 20,412 |
2020 | 74,654 |
2021 | 59,016 |
2022 | 42,523 |
2023 | 31,564 |
Thereafter | 23,642 |
Total lease payments | 251,811 |
Less imputed interest | (19,143) |
Total | $ 232,668 |
Leases - Other Information Rela
Leases - Other Information Related to Operating Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 55,922 |
Weighted-average remaining lease term on operating leases (years) | 4 years 21 days |
Weighted-average discount rate on operating leases | 3.96% |
Commitments and Contingencies -
Commitments and Contingencies - Legal (Details) - USD ($) $ in Millions | Feb. 25, 2015 | Sep. 30, 2019 | Dec. 31, 2018 |
JCG | North Texas Tollway Authority v. James Construction Group, LLC | |||
Commitments and contingencies | |||
Expected remediation cost on settlement | $ 17 | ||
Percentage of expected costs second defendant would pay | 20.00% | ||
Percentage of expected costs Company would pay | 80.00% | ||
Remaining accrual balance | $ 14.2 | ||
Expected remediation cost | 22.4 | ||
Increase in liability | 1.6 | ||
Remediation costs | 5.9 | ||
JCG | North Texas Tollway Authority v. James Construction Group, LLC | Maximum | |||
Commitments and contingencies | |||
Agreed payments by second defendant in expected remediation costs toward settlement | $ 5.4 | ||
Bonding | |||
Commitments and contingencies | |||
Bid and completion bonds issued and outstanding | $ 638.9 | $ 554.9 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | |
Segment reporting information | ||||
Number of reportable segments | segment | 5 | |||
Revenue | $ 865,064 | $ 908,902 | $ 2,316,551 | $ 2,061,808 |
% of Total Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Gross Profit | $ 108,421 | $ 106,505 | $ 241,412 | $ 222,484 |
% of Revenue | 12.50% | 11.70% | 10.40% | 10.80% |
Power | ||||
Segment reporting information | ||||
Revenue | $ 200,657 | $ 181,822 | $ 518,210 | $ 515,378 |
% of Total Revenue | 23.20% | 20.00% | 22.40% | 25.00% |
Gross Profit | $ 15,525 | $ 32,077 | $ 58,890 | $ 76,674 |
% of Revenue | 7.70% | 17.60% | 11.40% | 14.90% |
Pipeline | ||||
Segment reporting information | ||||
Revenue | $ 133,590 | $ 213,073 | $ 405,647 | $ 361,261 |
% of Total Revenue | 15.40% | 23.40% | 17.50% | 17.50% |
Gross Profit | $ 19,657 | $ 24,999 | $ 46,204 | $ 43,568 |
% of Revenue | 14.70% | 11.70% | 11.40% | 12.10% |
Utilities | ||||
Segment reporting information | ||||
Revenue | $ 281,561 | $ 269,652 | $ 650,079 | $ 665,214 |
% of Total Revenue | 32.60% | 29.70% | 28.10% | 32.30% |
Gross Profit | $ 48,892 | $ 35,348 | $ 87,999 | $ 78,963 |
% of Revenue | 17.40% | 13.10% | 13.50% | 11.90% |
Transmission | ||||
Segment reporting information | ||||
Revenue | $ 128,784 | $ 121,526 | $ 382,581 | $ 163,980 |
% of Total Revenue | 14.90% | 13.40% | 16.50% | 7.90% |
Gross Profit | $ 4,836 | $ 13,958 | $ 21,664 | $ 19,679 |
% of Revenue | 3.80% | 11.50% | 5.70% | 12.00% |
Civil | ||||
Segment reporting information | ||||
Revenue | $ 120,472 | $ 122,829 | $ 360,034 | $ 355,975 |
% of Total Revenue | 13.90% | 13.50% | 15.50% | 17.30% |
Gross Profit | $ 19,511 | $ 123 | $ 26,655 | $ 3,600 |
% of Revenue | 16.20% | 0.10% | 7.40% | 1.00% |
Reportable Segments - Revenue a
Reportable Segments - Revenue and Total Assets by Geographic Area (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenues and total assets by geographic area | |||||
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Non-United States | |||||
Revenues and total assets by geographic area | |||||
% of Revenue | 5.30% | 2.50% | |||
% of total assets | 3.90% | 3.90% |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Oct. 31, 2019 | Aug. 02, 2019 | May 03, 2019 | Feb. 26, 2019 | Nov. 02, 2018 | Aug. 02, 2018 | May 04, 2018 | Feb. 21, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Cash Dividend | ||||||||||||
Cash dividend declared (in dollars per share) | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.060 | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 | |
Subsequent Events | ||||||||||||
Cash Dividend | ||||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 |