Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
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, Suite 1900 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 214 | |
Local Phone Number | 740-5600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | PRIM | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 53,111,107 | |
Entity Central Index Key | 0001361538 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 111,937 | $ 200,512 |
Accounts receivable, net | 687,884 | 471,656 |
Contract assets | 645,725 | 423,659 |
Prepaid expenses and other current assets | 216,560 | 86,263 |
Total current assets | 1,662,106 | 1,182,090 |
Property and equipment, net | 508,689 | 433,279 |
Operating lease assets | 162,579 | 158,609 |
Deferred tax assets | 7,214 | 1,307 |
Intangible assets, net | 270,349 | 171,320 |
Goodwill | 820,322 | 581,664 |
Other long-term assets | 23,078 | 15,058 |
Total assets | 3,454,337 | 2,543,327 |
Current liabilities: | ||
Accounts payable | 477,327 | 273,463 |
Contract liabilities | 255,524 | 240,412 |
Accrued liabilities | 269,494 | 174,821 |
Dividends payable | 3,195 | 3,192 |
Current portion of long-term debt | 80,094 | 67,230 |
Total current liabilities | 1,085,634 | 759,118 |
Long-term debt, net of current portion | 1,122,064 | 594,232 |
Noncurrent operating lease liabilities, net of current portion | 97,314 | 98,059 |
Deferred tax liabilities | 42,314 | 38,510 |
Other long-term liabilities | 39,003 | 63,353 |
Total liabilities | 2,386,329 | 1,553,272 |
Commitments and contingencies (See Note 14) | ||
Stockholders' equity | ||
Common stock-$0.0001 par value; 90,000,000 shares authorized; 53,111,107 and 53,194,585 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 6 | 6 |
Additional paid-in capital | 261,816 | 261,918 |
Retained earnings | 809,369 | 727,433 |
Accumulated other comprehensive income | (3,183) | 698 |
Total stockholders' equity | 1,068,008 | 990,055 |
Total liabilities and stockholders' equity | $ 3,454,337 | $ 2,543,327 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 53,111,107 | 53,194,585 |
Common stock, shares outstanding | 53,111,107 | 53,194,585 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||
Revenue | $ 1,284,128 | $ 913,245 | $ 3,091,461 | $ 2,613,184 |
Cost of revenue | 1,129,221 | 785,809 | 2,787,960 | 2,292,541 |
Gross profit | 154,907 | 127,436 | 303,501 | 320,643 |
Selling, general and administrative expenses | 75,721 | 61,706 | 190,905 | 172,885 |
Transaction and related costs | 12,706 | 447 | 18,228 | 14,823 |
Gain on sale and leaseback transaction | 40,084 | |||
Operating income | 66,480 | 65,283 | 134,452 | 132,935 |
Other income (expense): | ||||
Foreign exchange loss, net | (683) | (239) | (443) | |
Other income, net | 128 | 181 | 274 | 555 |
Interest expense, net | (13,075) | (4,698) | (20,656) | (14,154) |
Income before provision for income taxes | 52,850 | 60,766 | 113,831 | 118,893 |
Provision for income taxes | (9,810) | (16,710) | (22,311) | (32,694) |
Net income | $ 43,040 | $ 44,056 | $ 91,520 | $ 86,199 |
Dividends per common share (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
Earnings per share: | ||||
Basic (in dollars per share) | 0.81 | 0.82 | 1.72 | 1.65 |
Diluted (in dollars per share) | $ 0.80 | $ 0.81 | $ 1.70 | $ 1.63 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 53,181 | 53,769 | 53,228 | 52,354 |
Diluted (in shares) | 53,748 | 54,367 | 53,778 | 52,887 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 43,040 | $ 44,056 | $ 91,520 | $ 86,199 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments | (4,058) | (1,077) | (3,881) | 16 |
Comprehensive income | $ 38,982 | $ 42,979 | $ 87,639 | $ 86,215 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total |
Balance at Dec. 31, 2020 | $ 5 | $ 89,098 | $ 624,731 | $ 958 | $ 714,792 |
Balance (in shares) at Dec. 31, 2020 | 48,110,442 | ||||
Increase (Decrease) in Stockholders' Equity Roll Forward | |||||
Net income | 86,199 | 86,199 | |||
Foreign currency translation adjustments, net of tax | 16 | 16 | |||
Issuance of shares, net of issuance costs | $ 1 | 178,234 | 178,235 | ||
Issuance of shares, net of issuance costs (in shares) | 5,588,328 | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (1,325) | (1,325) | |||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 102,041 | ||||
Stock-based compensation | 9,146 | 9,146 | |||
Dividend equivalent Units accrued - Restricted Stock Units | 2 | (2) | |||
Dividends declared | (9,675) | (9,675) | |||
Balance at Sep. 30, 2021 | $ 6 | 275,155 | 701,253 | 974 | 977,388 |
Balance (in shares) at Sep. 30, 2021 | 53,800,811 | ||||
Balance at Jun. 30, 2021 | $ 6 | 274,008 | 660,425 | 2,051 | 936,490 |
Balance (in shares) at Jun. 30, 2021 | 53,731,206 | ||||
Increase (Decrease) in Stockholders' Equity Roll Forward | |||||
Net income | 44,056 | 44,056 | |||
Foreign currency translation adjustments, net of tax | (1,077) | (1,077) | |||
Issuance of shares, net of issuance costs | 212 | 212 | |||
Issuance of shares, net of issuance costs (in shares) | 7,328 | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (726) | (726) | |||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 62,277 | ||||
Stock-based compensation | 1,661 | 1,661 | |||
Dividends declared | (3,228) | (3,228) | |||
Balance at Sep. 30, 2021 | $ 6 | 275,155 | 701,253 | 974 | 977,388 |
Balance (in shares) at Sep. 30, 2021 | 53,800,811 | ||||
Balance at Dec. 31, 2021 | $ 6 | 261,918 | 727,433 | 698 | 990,055 |
Balance (in shares) at Dec. 31, 2021 | 53,194,585 | ||||
Increase (Decrease) in Stockholders' Equity Roll Forward | |||||
Net income | 91,520 | 91,520 | |||
Foreign currency translation adjustments, net of tax | (3,881) | (3,881) | |||
Issuance of shares, net of issuance costs | 1,464 | 1,464 | |||
Issuance of shares, net of issuance costs (in shares) | 62,013 | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (1,324) | (1,324) | |||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 131,709 | ||||
Stock-based compensation | 5,748 | 5,748 | |||
Purchase of stock | (5,990) | (5,990) | |||
Purchase of stock (in shares) | (277,200) | ||||
Dividends declared | (9,584) | (9,584) | |||
Balance at Sep. 30, 2022 | $ 6 | 261,816 | 809,369 | (3,183) | 1,068,008 |
Balance (in shares) at Sep. 30, 2022 | 53,111,107 | ||||
Balance at Jun. 30, 2022 | $ 6 | 262,394 | 769,523 | 875 | 1,032,798 |
Balance (in shares) at Jun. 30, 2022 | 53,209,461 | ||||
Increase (Decrease) in Stockholders' Equity Roll Forward | |||||
Net income | 43,040 | 43,040 | |||
Foreign currency translation adjustments, net of tax | (4,058) | (4,058) | |||
Issuance of shares, net of issuance costs | 393 | 393 | |||
Issuance of shares, net of issuance costs (in shares) | 19,631 | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (104) | (104) | |||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 11,215 | ||||
Stock-based compensation | 1,753 | 1,753 | |||
Purchase of stock | (2,620) | (2,620) | |||
Purchase of stock (in shares) | (129,200) | ||||
Dividends declared | (3,194) | (3,194) | |||
Balance at Sep. 30, 2022 | $ 6 | $ 261,816 | $ 809,369 | $ (3,183) | $ 1,068,008 |
Balance (in shares) at Sep. 30, 2022 | 53,111,107 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 03, 2022 | May 04, 2022 | Feb. 24, 2022 | Nov. 03, 2021 | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 91,520 | $ 86,199 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities (net of effect of acquisitions): | ||
Depreciation and amortization | 69,348 | 78,865 |
Stock-based compensation expense | 5,748 | 9,146 |
Gain on sale of property and equipment | (17,987) | (13,075) |
Gain on sale and leaseback transaction | (40,084) | |
Unrealized gain on interest rate swap | (5,616) | (3,183) |
Other non-cash items | 1,877 | 823 |
Changes in assets and liabilities: | ||
Accounts receivable | (122,867) | (69,659) |
Contract assets | (148,044) | (54,262) |
Other current assets | (98,489) | (21,070) |
Other long-term assets | 1,975 | 477 |
Accounts payable | 133,731 | 57,698 |
Contract liabilities | (10,364) | (67,821) |
Operating lease assets and liabilities, net | (896) | (1,388) |
Accrued liabilities | 40,016 | 21,327 |
Other long-term liabilities | (1,903) | (8,457) |
Net cash (used in) provided by operating activities | (102,035) | 15,620 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (75,696) | (102,133) |
Proceeds from sale of assets | 19,237 | 43,488 |
Proceeds from sale and leaseback transaction, net of related expenses | 49,887 | |
Cash paid for acquisitions, net of cash and restricted cash acquired | (478,438) | (606,974) |
Net cash used in investing activities | (485,010) | (665,619) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 469,531 | 461,719 |
Payments on long-term debt | (77,751) | (96,473) |
Proceeds from issuance of common stock | 596 | 178,707 |
Debt issuance costs | (6,643) | (4,876) |
Dividends paid | (9,583) | (9,334) |
Purchase of common stock | (5,990) | |
Other | (4,947) | (7,038) |
Net cash provided by financing activities | 515,352 | 522,705 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (924) | 300 |
Net change in cash, cash equivalents and restricted cash | (72,617) | (126,994) |
Cash, cash equivalents and restricted cash at beginning of the period | 205,643 | 330,975 |
Cash, cash equivalents and restricted cash at end of the period | 133,026 | 203,981 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 20,025 | 16,555 |
Cash paid for income taxes, net of refunds received | 2,540 | 31,194 |
Leased assets obtained in exchange for new operating leases | 40,144 | 15,500 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Dividends declared and not yet paid | 3,195 | 3,228 |
Revolving Credit Facility | ||
Cash flows from financing activities: | ||
Borrowings under revolving line of credit or credit facility | 150,000 | 100,000 |
Payments on revolving line of credit or credit facility | $ (100,000) | |
Canadian Credit Facility | ||
Cash flows from financing activities: | ||
Borrowings under revolving line of credit or credit facility | 19,943 | |
Payments on revolving line of credit or credit facility | $ (19,804) |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business | |
Nature of Business | Note 1—Nature of Business Organization and operations — We have customer relationships with major utility, communications, refining, petrochemical, power, midstream, and engineering companies, and state departments of transportation. We provide our services to a diversified base of customers, under a range of contracting options. A substantial portion of our services are provided under Master Service Agreements (“MSA”), which are generally multi-year agreements. The remainder of our services are generated from contracts for specific construction or installation projects. We are incorporated in the State of Delaware, and our corporate headquarters are located at 2300 N. Field Street, Suite 1900, Dallas, Texas 75201. Unless specifically noted otherwise, as used throughout these consolidated financial statements, “Primoris”, “the Company”, “we”, “our”, “us” or “its” refers to the business, operations and financial results of the Company and its wholly-owned subsidiaries. Reportable Segments Reportable Segments 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. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation | |
Basis of Presentation | Note 2—Basis of Presentation Interim condensed consolidated financial statements — This Form 10-Q should be read in conjunction with our most recent Annual Report on Form 10-K. The interim financial information is unaudited. In the opinion of management, the interim information includes all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim financial information. Reclassification Restricted cash — September 30, 2022 2021 Cash and cash equivalents $ 111,937 $ 199,025 Restricted cash included in prepaid expenses and other current assets 21,089 4,956 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 133,026 $ 203,981 December 31, 2021 2020 Cash and cash equivalents $ 200,512 $ 326,744 Restricted cash included in prepaid expense and other current assets 5,131 4,231 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 205,643 $ 330,975 Depreciation Effective January 1, 2022, we changed our estimates of the useful lives of certain equipment to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of equipment that previously ranged three to seven years were increased to a range of three to ten years . The effect of this change in estimate reduced depreciation expense by $4.2 million, increased net income by $3.3 million, and increased basic and diluted earnings per share by $0.06 for the three months ended September 30, 2022 . The effect of this change in estimate reduced depreciation expense by $15.3 million, increased net income by $12.2 million, and increased basic and diluted earnings per share by $0.23 for the nine months ended September 30, 2022 . Customer concentration For the three and nine months ended September 30, 2022, approximately 53.3% and 48.4%, respectively, of total revenue was generated from our top ten customers. For the three months ended September 30, 2022, one renewable energy customer represented approximately 11.3% of total revenue and for the nine months ended September 30, 2022, no one customer accounted for more than ten percent of our total revenue. For the three and nine months ended September 30, 2021, approximately 45.6% and 43.3%, respectively, of total revenue was generated from our top ten customers and no one customer accounted for more than ten percent of our total revenue. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 3—Fair Value Measurements ASC Topic 820, “ Fair Value Measurements and Disclosures In general, fair values determined by Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are “unobservable data points” for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. 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, 2022 and December 31, 2021 (in thousands): Fair Value Measurements at Reporting Date Significant Quoted Prices Other Significant in Active Markets Observable Unobservable for Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Assets as of September 30, 2022: Cash and cash equivalents $ 111,937 $ — $ — Interest rate swap — 1,270 — Liabilities as of September 30, 2022: Contingent consideration — — 2,691 Assets as of December 31, 2021: Cash and cash equivalents 200,512 — — Liabilities as of December 31, 2021: Interest rate swap $ — $ 4,346 $ — 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. 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 9 – “ Derivative Instruments On a quarterly basis, we assess the estimated fair value of the contractual obligation to pay the contingent consideration and any changes in estimated fair value are recorded as non-operating income or expense in our Statement of Income. management’s estimate of the probability of the acquired company meeting the contractual operating performance target Significant changes in either management’s estimate of the probability of meeting the performance target or our estimated discount rate would result in a different fair value measurement. Generally, a change in the assumption of the probability of meeting the performance target is accompanied by a directionally similar change in the fair value of contingent consideration liability, whereas a change in assumption of the estimated discount rate is accompanied by a directionally opposite change in the fair value of contingent consideration liability. Upon meeting the target, we reflect the full liability on the balance sheet and record an adjustment to “Other income (expense), net” for the change in the fair value of the liability from the prior period. The March 1, 2022 acquisition of Alberta Screw Piles, Ltd. (“ASP”) (as discussed in Note 4 “ Acquisitions ”) includes an earnout of up to $3.2 million, contingent upon meeting certain performance targets over the one and two year periods ending March 1, 2023 and March 1, 2024, respectively. The estimated fair value of the contingent consideration on the acquisition date was $2.8 million. Under ASC 805, “Business Combinations” (“ASC 805”), we are required to estimate the fair value of contingent consideration based on facts and circumstances that existed as of the acquisition date and remeasure to fair value at each reporting date until the contingency is resolved. Since March 1, 2022, there have been no changes to the estimated fair value of the contingent consideration other than foreign currency translation adjustments and accretion of the liability. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Acquisitions. | |
Acquisitions | Note 4—Acquisitions Acquisition of PLH On August 1, 2022, we acquired PLH Group, Inc. (“PLH”) in an all-cash transaction valued at approximately $438.3 million, net of cash acquired (the “PLH acquisition”). PLH is a utility-focused specialty construction company with concentrations in growing regions of the The table below represents the purchase consideration and the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. The final determination of fair value for certain assets and liabilities is subject to further change and will be completed as soon as the information necessary to complete the analysis is obtained. These amounts, which may differ materially from these preliminary estimates, will continue to be refined during the one-year measurement period, as defined in ASC 805, which ends during the third quarter of 2023. The primary areas of the preliminary estimates that are not yet finalized relate to property, plant and equipment, identifiable intangible assets, contract assets and liabilities, deferred income taxes, uncertain tax positions, the fair value of certain contractual obligations, and accounts receivable. Consideration amounts are also subject to changes resulting from the finalization of post-closing working capital adjustments (inclusive of cash). Purchase consideration (in thousands) Total purchase consideration $ 481,493 Less cash and restricted cash acquired (43,152) Net cash paid $ 438,341 Identifiable assets acquired and liabilities assumed (in thousands) Cash, cash equivalents and restricted cash $ 43,152 Accounts receivable 74,411 Contract assets 75,359 Prepaid expenses and other current assets 13,444 Property, plant and equipment 63,528 Operating lease assets 16,340 Intangible assets: Customer relationships 84,900 Tradename 17,700 Deferred tax assets 6,008 Other long-term assets 6,418 Accounts payable and accrued liabilities (98,282) Contract liabilities (25,488) Long-term debt (including current portion) (3,313) Noncurrent operating lease liabilities, net of current (12,004) Deferred tax liability (3,032) Other long-term liabilities (4,136) Total identifiable net assets 255,005 Goodwill 226,488 Total purchase consideration $ 481,493 We incorporated the majority of the PLH operations into our Utilities segment with the remaining operations going to our Energy/Renewables and Pipeline segments. Goodwill associated with the PLH acquisition principally consists of expected benefits from the expansion of our services into the utilities market and the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce. Based on the current tax treatment, goodwill is not expected to be deductible for income tax purposes. The intangible assets acquired with the PLH acquisition consisted of Customer relationships of $84.9 million and Tradenames of $17.7 million. The Customer relationships and Tradenames are being amortized over a weighted average useful life of 15 years and 1.8 years, respectively. For the period from August 1, 2022, the acquisition date, to September 30, 2022, PLH contributed revenue of $155.7 million and gross profit of $12.3 million. Acquisition related costs were $12.7 million and $18.2 million for the three and nine months ended September 30, 2022, and are included in “Transaction and related costs” on the Condensed Consolidated Statements of Income. Such costs primarily consisted of professional fees paid to advisors. Acquisition of Future Infrastructure Holdings, LLC. On January 15, 2021, we acquired Future Infrastructure Holdings, LLC (“FIH”) for approximately $604.7 million, net of cash acquired. FIH is a provider of non-discretionary maintenance, repair, upgrade, and installation services to the communication, regulated gas utility, and infrastructure markets. FIH furthers our strategic plan to expand our service lines, enter new markets, and grow our MSA revenue base. The transaction directly aligns with our strategy to grow in large, higher growth, higher margin markets, and expands our utility services capabilities. We incorporated the operations of FIH into our Utilities segment. For the three months ended September 30, 2021, FIH contributed revenue of $65.1 million and gross profit of $11.4 million. For the period from January 15, 2021, the acquisition date, to September 30, 2021, FIH contributed revenue of $198.5 million and gross profit of $32.0 million. Acquisition related costs were $0.4 million and $14.2 million for the three and nine months ended September 30, 2021, respectively, and are included in “Transaction and related costs” on the Condensed Consolidated Statements of Income. Such costs primarily consisted of professional fees paid to advisors and expense associated with the purchase of Primoris common stock by certain employees of FIH at a 15% discount. Supplemental Unaudited Pro Forma Information for the three and nine months ended September 30, 2022 and 2021 The following pro forma information for the three and nine months ended September 30, 2022 and 2021 presents our results of operations as if the acquisition of PLH had occurred at the beginning of 2021 and FIH had occurred at the beginning of 2020. The supplemental pro forma information has been adjusted to include: • the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment; • the pro forma impact of nonrecurring transaction and related costs directly attributable to the acquisition; and • the pro forma tax effect of both income before income taxes, and the pro forma adjustments, calculated using a tax rate of 18.6% and 19.6% for the three and nine months ended September 30, 2022, respectively and 29.0% and 27.5% for the three and nine months ended September 30, 2021, respectively. 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 PLH and FIH acquisitions been completed on January 1, 2021. For example, the pro forma results do not reflect any operating efficiencies and associated cost savings that we might have achieved with respect to the acquisition (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 1,339,477 $ 1,102,971 $ 3,485,099 $ 3,038,474 Income before provision for income taxes 62,760 59,194 101,760 43,679 Net income 51,111 42,220 81,815 31,669 Weighted average common shares outstanding: Basic 53,181 53,769 53,228 52,407 Diluted 53,748 54,367 53,778 54,946 Earnings per share: Basic $ 0.96 $ 0.79 $ 1.54 $ 0.60 Diluted 0.95 0.78 1.52 0.58 Acquisition of B Comm Holdco, LLC On June 8, 2022 we acquired B Comm Holdco, LLC (“B Comm”) for approximately $36.0 million, net of cash acquired. B Comm is a provider of maintenance, repair, upgrade and installation services to the communications markets. The transaction directly aligns with the strategy to grow our MSA revenue base and expand our communication services within the utility markets. The preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date consisted of $4.8 million of fixed assets, $13.2 million of working capital, $10.2 million of intangible assets and $10.1 million of goodwill. The final determination of fair value for the assets acquired and liabilities assumed is subject to further change and will be completed as soon as possible, but no later than one year from the acquisition date. The preliminary estimates that are not yet finalized relate to fixed assets, identifiable intangible assets, and accounts receivable and accrued liabilities. We incorporated the operations of B Comm into our Utilities segment. Goodwill associated with the B Comm acquisition principally consists of the value of the assembled workforce. Based on the current tax treatment, goodwill is expected to be deductible for income tax purposes over a 15-year Acquisition of Alberta Screw Piles, Ltd. On March 1, 2022, we acquired ASP for a cash price of approximately $4.1 million. In addition, the sellers could receive a contingent earnout payment of up to $3.2 million based on achievement of certain operating targets over the one and two year periods ending March 1, 2023 and March 1, 2024, respectively |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue | |
Revenue | Note 5—Revenue We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts, each of which has a different risk profile. A substantial portion of our revenue is derived from contracts where scope is adequately defined, and therefore we can reasonably estimate total contract value. For these contracts, revenue is recognized over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress). For certain contracts, where scope is not adequately defined and we can’t reasonably estimate total contract value, revenue is recognized either on an input basis, based on contract costs incurred as defined within the respective contracts, or an output basis, based on units completed. Costs to obtain contracts are generally not significant and are expensed in the period incurred. 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 contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our evaluation requires significant judgment and the decision to combine a group of contracts or separate a contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. However, occasionally we have contracts with multiple performance obligations. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach for each performance obligation. As of September 30, 2022, we had $3.7 billion of remaining performance obligations. We expect to recognize approximately 64.4% of our remaining performance obligations as revenue during the next four Accounting for long-term contracts involves the use of various techniques to estimate total transaction price and costs. For long-term contracts, transaction price, estimated cost at completion and total costs incurred to date are used to calculate revenue earned. Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract. Total estimated costs, and thus contract revenue and income, can be impacted by changes in productivity, scheduling, the unit cost of labor, subcontracts, materials and equipment. Additionally, external factors such as weather, client needs, client delays in providing permits and approvals, labor availability, governmental regulation, politics and any prevailing impacts from the pandemic caused by the coronavirus may affect the progress of a project’s completion, and thus the timing of revenue recognition. To the extent that original cost estimates are modified, estimated costs to complete increase, delivery schedules are delayed, or progress under a contract is otherwise impeded, cash flow, revenue recognition and profitability from a particular contract may be adversely affected. The nature of our contracts 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. 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. 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, 2022, revenue recognized related to performance obligations satisfied in previous periods was $10.0 million and $6.5 million. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full, including the reversal of any previously recognized profit, in the period it is identified and recognized as an “accrued loss provision” which is included in “Contract liabilities” on the Condensed Consolidated Balance Sheets. For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. At September 30, 2022, we had approximately $105.4 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 $93.8 million of the contract modifications had been recognized as revenue on a cumulative catch-up basis through September 30, 2022. In all forms of contracts, we estimate the collectability of contract amounts at the same time that we estimate project costs. If we anticipate that there may be issues associated with the collectability of the full amount calculated as the transaction price, we may reduce the amount recognized as revenue to reflect the uncertainty associated with realization of the eventual cash collection. For example, when a cost reimbursable project exceeds the client’s expected budget amount, the client frequently requests an adjustment to the final amount. Similarly, some utility clients reserve the right to audit costs for significant periods after performance of the work. The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is a contract asset. Also, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is a contract liability. The caption “Contract assets” in the Condensed Consolidated Balance Sheets represents the following: ● unbilled revenue, which arises when revenue has been recorded but the amount will not be billed until a later date; ● retainage amounts for the portion of the contract price earned by us for work performed, but held for payment by the customer as a form of security until we reach certain construction milestones; and ● contract materials for certain job specific materials not yet installed, which are valued using the specific identification method relating the cost incurred to a specific project. Contract assets consist of the following (in thousands): September 30, December 31, 2022 2021 Unbilled revenue $ 452,385 $ 283,767 Retention receivable 174,505 124,990 Contract materials (not yet installed) 18,835 14,902 $ 645,725 $ 423,659 Contract assets increased by $222.1 million compared to December 31, 2021 primarily due to the acquisition of PLH ($69.9 million) and higher unbilled revenue. The caption “Contract liabilities” in the Condensed Consolidated Balance Sheets represents the following: ● deferred revenue, which arises when billings are in excess of revenue recognized to date, and ● the accrued loss provision Contract liabilities consist of the following (in thousands): September 30, December 31, 2022 2021 Deferred revenue $ 249,670 $ 234,352 Accrued loss provision 5,854 6,060 $ 255,524 $ 240,412 Contract liabilities increased by $15.1 million compared to December 31, 2021 primarily due to the acquisition of PLH. Revenue recognized for the nine months ended September 30, 2022, that was included in the contract liability balance at December 31, 2021, was approximately $217.8 million. The following tables present our revenue disaggregated into various categories. MSA and Non-MSA revenue was as follows (in thousands): For the three months ended September 30, 2022 Segment MSA Non-MSA Total Utilities $ 516,363 $ 96,645 $ 613,008 Energy/Renewables 56,493 543,951 600,444 Pipeline 32,991 37,685 70,676 Total $ 605,847 $ 678,281 $ 1,284,128 For the three months ended September 30, 2021 Segment MSA Non-MSA Total Utilities $ 410,041 $ 44,613 454,654 Energy/Renewables 41,133 309,893 351,026 Pipeline 15,457 92,108 107,565 Total $ 466,631 $ 446,614 $ 913,245 For the nine months ended September 30, 2022 Segment MSA Non-MSA Total Utilities $ 1,226,511 $ 221,346 $ 1,447,857 Energy/Renewables 153,178 1,292,665 1,445,843 Pipeline 71,701 126,060 197,761 Total $ 1,451,390 $ 1,640,071 $ 3,091,461 For the nine months ended September 30, 2021 Segment MSA Non-MSA Total Utilities $ 1,039,743 $ 175,344 $ 1,215,087 Energy/Renewables 126,997 911,903 1,038,900 Pipeline 51,354 307,843 359,197 Total $ 1,218,094 $ 1,395,090 $ 2,613,184 Revenue by contract type was as follows (in thousands): For the three months ended September 30, 2022 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 58,602 397,204 $ 157,202 $ 613,008 Energy/Renewables 391,887 140,361 68,196 600,444 Pipeline 48,154 12,140 10,382 70,676 Total $ 498,643 $ 549,705 $ 235,780 $ 1,284,128 (1) Includes time and material and cost reimbursable plus fee contracts. For the three months ended September 30, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 33,280 $ 311,191 $ 110,183 $ 454,654 Energy/Renewables 212,956 65,904 72,166 351,026 Pipeline 68,232 1,142 38,191 107,565 Total $ 314,468 $ 378,237 $ 220,540 $ 913,245 (1) Includes time and material and cost reimbursable plus fee contracts. For the nine months ended September 30, 2022 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 123,742 $ 988,477 $ 335,638 $ 1,447,857 Energy/Renewables 930,271 327,624 187,948 1,445,843 Pipeline 149,798 13,266 34,697 197,761 Total $ 1,203,811 $ 1,329,367 $ 558,283 $ 3,091,461 (1) Includes time and material and cost reimbursable plus fee contracts. For the nine months ended September 30, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 90,142 $ 844,314 $ 280,631 $ 1,215,087 Energy/Renewables 564,552 231,715 242,633 1,038,900 Pipeline 272,501 2,776 83,920 359,197 Total $ 927,195 $ 1,078,805 $ 607,184 $ 2,613,184 (1) Includes time and material and cost reimbursable plus fee contracts. 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, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 6—Goodwill and Intangible Assets Utilities Energy/Renewables Pipeline Total Balance at December 31, 2021 $ 462,905 $ 66,344 $ 52,415 $ 581,664 Goodwill acquired during the period 149,630 61,750 27,278 238,658 Balance at September 30, 2022 $ 612,535 $ 128,094 $ 79,693 $ 820,322 The table below summarizes the intangible asset categories and amounts, which are amortized on a straight-line basis (in thousands): September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible assets, net Gross Carrying Amount Accumulated Amortization Intangible assets, net Tradenames $ 38,920 (22,767) 16,153 $ 20,440 $ (19,675) $ 765 Customer relationships 309,527 (55,331) 254,196 215,227 (44,727) 170,500 Non-compete agreements 1,900 (1,900) — 1,900 (1,845) 55 Total $ 350,347 $ (79,998) $ 270,349 $ 237,567 $ (66,247) $ 171,320 Amortization expense of intangible assets was $6.7 million and $4.6 million for the three months ended September 30, 2022 and 2021, respectively, and $13.8 million and $13.5 million for the nine months ended September 30, 2022 and 2021. Estimated future amortization expense for intangible assets is as follows (in thousands): Estimated Intangible Amortization For the Years Ending December 31, Expense 2022 (remaining three months) $ 8,138 2023 27,389 2024 20,220 2025 18,498 2026 16,648 Thereafter 179,456 $ 270,349 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | Note 7—Accounts Payable and Accrued Liabilities At September 30, 2022 and December 31, 2021, accounts payable included retention amounts of approximately $17.2 million and $15.2 million, respectively. These amounts owed to subcontractors have been retained pending contract completion and customer acceptance of jobs. The following is a summary of accrued liabilities (in thousands): September 30, December 31, 2022 2021 Payroll and related employee benefits $ 123,412 $ 77,887 Current operating lease liability 65,428 61,587 Casualty insurance reserves 20,004 7,107 Corporate income taxes and other taxes 34,658 7,967 Other 25,992 20,273 $ 269,494 $ 174,821 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt | |
Debt | Note 8 — Debt Long-term debt and credit facilities consists of the following (in thousands): September 30, December 31, 2022 2021 Term loan $ 933,188 $ 520,281 Revolving credit facility 150,000 — Canadian credit facility 139 — Commercial equipment notes 106,873 107,934 Mortgage notes 20,692 37,445 Total debt 1,210,892 665,660 Unamortized debt issuance costs (8,734) (4,198) Total debt, net $ 1,202,158 $ 661,462 Less: current portion (80,094) (67,230) Long-term debt, net of current portion $ 1,122,064 $ 594,232 The weighted average interest rate on total debt outstanding at September 30, 2022 and December 31, 2021 was 5.0% and 2.8%, respectively. Amended and Restated Credit Agreement On September 29, 2017, we entered into an amended and restated credit agreement, as amended July 9, 2018 and August 3, 2018 (the “Credit Agreement”) with CIBC Bank USA, as administrative agent (the “Administrative Agent”) and co-lead arranger, and the financial parties thereto (collectively, the “Lenders”). The Credit Agreement consisted of a $220.0 million term loan (the “Term Loan”) and a $200.0 million revolving credit facility (the “Revolving Credit Facility”), whereby the Lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit for up to the $200.0 million committed amount. The Credit Agreement contained an accordion feature that would allow us to increase the Term Loan or the borrowing capacity under the Revolving Credit Facility by up to $75.0 million. The Credit Agreement was scheduled to mature on July 9, 2023. On January 15, 2021, we entered into the Second Amended and Restated Credit Agreement with the Administrative Agent and the Lenders that increased the Term Loan to an aggregate principal amount of $592.5 million and extended the maturity date of the Credit Agreement to January 15, 2026. On August 1, 2022, we entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Administrative Agent and the Lenders that increased the Term Loan by $439.5 million to an aggregate principal amount of $945.0 million (as amended, the “New Term Loan”). The Amended Credit Agreement is scheduled to mature on August 1, 2027. In addition to the New Term Loan, the Amended Credit Agreement increased the existing $200.0 million Revolving Credit Facility, whereby the Lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit, to $325.0 million. At September 30, 2022, there was $150.0 million of outstanding borrowings under the Revolving Credit Facility, commercial letters of credit outstanding were $48.4 million, and available borrowing capacity was $126.6 million. Under the Amended Credit Agreement, we must make quarterly principal payments on the New Term Loan in an amount equal to approximately $11.8 million, with the balance due on August 1, 2027. The proceeds from the New Term Loan and additional borrowings under the Revolving Credit Facility were used to finance the acquisition of PLH. We capitalized $6.5 million of debt issuance costs during the third quarter of 2022 associated with the Amended Credit Agreement that is being amortized as interest expense over the life of the Amended Credit Agreement. In addition, we recorded a loss on extinguishment of debt during the third quarter of 2022 of $0.8 million related to the Amended Credit Agreement. The principal amount of all loans under the Amended Credit Agreement will bear interest at either: (i) the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin as specified in the Amended Credit Agreement (based on our net senior debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio as defined in the Amended Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent) plus an applicable margin as specified in the Amended Credit Agreement. Quarterly non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Amended Credit Agreement. The principal amount of any loan drawn under the Amended Credit Agreement may be prepaid in whole or in part at any time, with a minimum prepayment of $5.0 million. Loans made under the Amended Credit Agreement are secured by our assets, including, among others, our cash, inventory, equipment (excluding equipment subject to permitted liens), and accounts receivable. Certain subsidiaries have issued joint and several guaranties in favor of the Lenders for all amounts under the Amended Credit Agreement. The Amended Credit Agreement contains various restrictive and financial covenants including, among others, a net senior debt/EBITDA ratio and minimum EBITDA to cash interest ratio. In addition, the Amended 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 Amended Credit Agreement at September 30, 2022. On September 13, 2018, we entered into an interest rate swap agreement to manage our exposure to the fluctuations in variable interest rates. The swap effectively exchanged the interest rate on 75% of the debt outstanding under our original Term Loan from variable LIBOR to a fixed rate of 2.89% per annum, in each case plus an applicable margin, which was 2.25% at September 30, 2022. Canadian Credit Facilities 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, 2022, commercial letters of credit outstanding were $0.8 million in Canadian dollars, and the available borrowing capacity was $3.2 million in Canadian dollars. The credit facility contains a working capital restrictive covenant for OnQuest Canada, ULC, our wholly owned subsidiary. At September 30, 2022, OnQuest Canada, ULC was in compliance with the covenant. We have a credit facility for $10.0 million in Canadian dollars with CIBC Bank for working capital purposes in the normal course of business (“Working Capital Credit Facility”). At September 30, 2022, there were $0.2 million of borrowings under the Working Capital Credit Facility, and available borrowing capacity was $9.8 million in Canadian dollars. The Working Capital Credit Facility contains a cross default restrictive covenant where a default under our Amended Credit Agreement will represent a default in the Working Capital Credit Facility. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments | |
Derivative Instruments | Note 9 — Derivative Instruments 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. Interest Rate Risk. Credit Risk. contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we do not possess credit risk. We minimize the credit risk in derivative instruments by entering into transactions with high quality counterparties. We have entered into netting agreements, including International Swap Dealers Association (“ISDA”) Agreements, which allow for netting of contract receivables and payables in the event of default by either party. The following table summarizes the fair value of our derivative contracts included in the Condensed Consolidated Balance Sheets (in thousands): September 30, December 31, Balance Sheet Location 2022 2021 Interest rate swap Other current assets $ 1,270 $ — Interest rate swap Other long-term liabilities — 4,346 Three Months Ended Nine Months Ended Location of (Gain) Loss September 30, September 30, Recognized on Derivatives 2022 2021 2022 2021 Interest rate swap Interest expense, net $ (854) $ 83 $ (3,797) $ (154) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 10—Income Taxes 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. The effective tax rate on income for the nine months ended September 30, 2022, and 2021 is 19.6% and 27.5%, respectively. For the first nine months of 2022, our tax rate differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of state income taxes and the release of valuation allowances during the second and third quarters. For the first nine months of 2021, 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. As of each reporting date, management considers new evidence, both positive and negative, that could affect our view of the future realization of all deferred tax assets. As of December 31, 2021, we had not recognized the $9.8 million tax benefit of our 2018 U.S. capital losses, because we determined that it was more likely than not that the capital losses would expire before they were able to be used to offset future U.S. capital gains. Due to capital gains on the sale of California properties as of September 2022, we have released a portion of the valuation allowance and recognized a 5.5% decrease in our forecasted 2022 annual effective tax rate. O 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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted by the US Government in response to the COVID-19 pandemic. We deferred FICA tax payments through the end of 2020 as allowed under the CARES Act. The remaining deferral balance was $21.7 million at September 30, 2022, and is included in Accrued liabilities on our Condensed Consolidated Balance Sheets. The deferral amount is due to the U.S. Treasury on January 3, 2023. |
Dividends and Earnings Per Shar
Dividends and Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Dividends and Earnings Per Share | |
Dividends and Earnings Per Share | Note 11—Dividends and Earnings Per Share We paid cash dividends during 2022 and 2021 as follows: Declaration Date Record Date Date Paid Amount Per Share February 19, 2021 March 31, 2021 April 15, 2021 $ 0.06 May 4, 2021 June 30, 2021 July 15, 2021 0.06 August 3, 2021 September 30, 2021 October 15, 2021 0.06 November 3, 2021 December 31, 2021 January 14, 2022 0.06 February 24, 2022 March 31, 2022 April 15, 2022 0.06 May 4, 2022 June 30, 2022 July 15, 2022 0.06 August 3, 2022 September 30, 2022 October 15, 2022 0.06 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. The table below presents the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts). Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income $ 43,040 $ 44,056 $ 91,520 $ 86,199 Denominator: Weighted average shares for computation of basic earnings per share: 53,181 53,769 53,228 52,354 Dilutive effect of shares issued to independent directors 3 3 4 4 Dilutive effect of Restricted Stock Units ("RSUs") 564 595 546 529 Weighted average shares for computation of diluted earnings per share 53,748 54,367 53,778 52,887 Earnings per share: Basic $ 0.81 $ 0.82 $ 1.72 $ 1.65 Diluted $ 0.80 $ 0.81 $ 1.70 $ 1.63 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 12—Stockholders’ Equity Common stock We issued 23,782 and 25,987 shares of common stock in the nine months ended September 30, 2022 and 2021, respectively, under our long-term retention plan (“LTR Plan”). The shares were purchased by the participants in the LTR Plan with payment made to us of $0.6 million and $0.5 million in the nine months ended September 30, 2022 and 2021, respectively. Our LTR Plan for certain managers and executives allows participants to use a portion of their annual bonus amount to purchase our common stock at a discount from the market price. The shares purchased in the nine months ended September 30, 2022 were a portion of bonus amounts earned in 2021, and the number of shares purchased was calculated based on 75% of the average daily closing market price of our common stock during December 2021. The shares purchased in the nine months ended September 30, 2021 were for bonus amounts earned in 2020, and the number of shares was calculated at 75% of the average daily closing market price during December 2020. During the three months ended September 30, 2022 and 2021, we issued 9,688 and 7,328 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. During the nine months ended September 30, 2022 and 2021, we issued 28,288 and 24,032 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. During the three and nine months ended September 30, 2022, a total of 11,215 and 131,709 restricted stock units (“RSUs”), net of forfeitures for tax withholdings, respectively, were converted to common stock. There were 62,277 and In connection with the acquisition of FIH, we offered certain FIH employees the option to purchase shares of our common stock at a 15% discount of the closing market price of our common stock on the date of the acquisition. During the nine months ended September 30, 2021, such employees purchased 1,038,309 shares of common stock, net of forfeitures for tax withholdings, with payment made to us of $28.9 million, resulting in the recognition of $5.1 million in stock compensation expense included in Transaction and related costs in the Condensed Consolidated Statement of Income. Employee Stock Purchase Plan In May 2022, our shareholders approved the 2022 Primoris Services Corporation Employee Stock Purchase Plan (the “ESPP”) for which, eligible full-time employees can purchase shares of our common stock at a discount. The purchase price of the stock is 90% of the lower of the market price at the beginning of the offering period or the end of the offering period. Purchases occur semi-annually, approximately 30 days following the filing of our Annual Report on Form 10-K for the fiscal year ended December 31 of each year but in no cases can extend beyond March 31 of the period or year, and approximately 30 days following the filing of our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 of each year. For the three and nine months ended September 30, 2022, 9,943 shares were purchased at a purchase price of $17.44 per share. Secondary Offering In March 2021, we entered into an underwriting agreement with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the underwriters, in connection with a public offering, pursuant to which we agreed to issue and sell 4,500,000 shares of common stock, par value $0.0001 per share. The shares were offered and sold at a public offering price of $35.00 per share. Our gross proceeds of the offering, before deducting underwriting discounts, commissions and offering expenses, were approximately $157.5 million. Our net proceeds were approximately $149.3 million and were used to repay a portion of the borrowings incurred under our Credit Agreement in connection with the acquisition of FIH. Share Purchase Plan In November 2021, our Board of Directors authorized a $25.0 million share purchase program. Under the share purchase program, we can, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. In February 2022, our Board of Directors replenished the limit to $25.0 million. During the three months ended September 30, 2022, we purchased and cancelled 129,200 shares of common stock, which in the aggregate equaled $2.6 million at an average share price of $20.28. During the nine months ended September 30, 2022, we purchased and cancelled 277,200 shares of common stock, which in the aggregate equaled $6.0 million at an average share price of $21.61. As of September 30, 2022, we had $19.0 million remaining for purchase under the share purchase program. The share purchase plan expires on December 31, 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 13—Leases We lease administrative and operational facilities, which are generally longer-term, project specific facilities or yards, and construction equipment under non-cancelable operating leases. We determine if an arrangement is a lease at inception. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Operating leases are included in operating lease assets, accrued liabilities, and noncurrent operating lease liabilities on our Condensed Consolidated Balance Sheets. 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. Our leases have remaining lease terms that expire at various dates through 2031, some of which may include options to extend the leases for up to 5 years. The exercise of lease extensions is at our sole discretion. Periodically, we sublease excess facility space, but any sublease income is generally not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease expense (1) $ 19,101 $ 19,893 $ 54,123 $ 62,717 ________________________________________ (1) Includes short-term leases which are immaterial. Our operating lease liabilities are reported on the Condensed Consolidated Balance Sheets as follows (in thousands): September 30, December 31, 2022 2021 Accrued liabilities $ 65,428 $ 61,587 Noncurrent operating lease liabilities, net of current portion 97,314 98,059 $ 162,742 $ 159,646 Sale and Leaseback Transaction On June 22, 2022, we completed a sale and leaseback transaction of land and buildings located in Carson, California for an aggregate sales price, net of closing costs, of $49.9 million. Under the transaction, the land, buildings and improvements were sold and leased back for an initial term of three years. The aggregate initial annual rent payment for the property is approximately $1.2 million and includes annual rent increases of 3.0% over the initial lease term. The property qualified for sale and leaseback treatment and is classified as an operating lease. Therefore, we recorded a gain on the transaction of $40.1 million. The gain is included in Gain on sale and leaseback transaction on our Condensed Consolidated Statements of Income for the nine months ended September 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 14—Commitments and Contingencies Legal proceedings — Management is unable to ascertain the ultimate outcome of 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. Bonding — |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2022 | |
Reportable Segments | |
Reportable Segments | Note 15—Reportable Segments The current reportable segments include the Utilities segment, the Energy/Renewables segment, and the Pipeline segment. Each of our reportable segments is composed of similar business units that specialize in services unique to the segment. Driving the end-user focused segments are differences in the economic characteristics of each segment, the nature of the services provided by each segment; the production processes of each segment; the type or class of customer using the segment’s services; the methods used by the segment to provide the services; and the regulatory environment of each segment’s customers. 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. The following is a brief description of the reportable segments: The Utilities segment operates throughout the United States and specializes in a range of services, including the installation and maintenance of new and existing natural gas and electric utility distribution and transmission systems, and communications systems. The Energy/Renewables segment operates throughout the United States and in Canada and specializes in a range of services that include engineering, procurement, and construction, retrofits, highway and bridge construction, demolition, site work, soil stabilization, mass excavation, flood control, upgrades, repairs, outages, and maintenance services for entities in the renewable energy and energy storage, renewable fuels, and petroleum and petrochemical industries, as well as state departments of transportation. The Pipeline segment operates throughout the United States and specializes in a range of services, including pipeline construction and maintenance, pipeline integrity services, installation of compressor and pump stations, and metering facilities for entities in the petroleum and petrochemical industries, as well as gas, water, and sewer utilities. All intersegment revenue and gross profit, which was immaterial, has been eliminated in the following tables. Total assets by segment is not presented as our Chief Operating Decision Maker as defined by ASC 280 does not review or allocate resources based on segment assets. Segment Revenue Revenue by segment was as follows (in thousands): For the three months ended September 30, 2022 2021 % of % of Total Total Segment Revenue Revenue Revenue Revenue Utilities $ 613,008 47.7% $ 454,654 49.8% Energy/Renewables 600,444 46.8% 351,026 38.4% Pipeline 70,676 5.5% 107,565 11.8% Total $ 1,284,128 100.0% $ 913,245 100.0% For the nine months ended September 30, 2022 2021 % of % of Total Total Segment Revenue Revenue Revenue Revenue Utilities $ 1,447,857 46.8% $ 1,215,087 46.5% Energy/Renewables 1,445,843 46.8% 1,038,900 39.8% Pipeline 197,761 6.4% 359,197 13.7% Total $ 3,091,461 100.0% $ 2,613,184 100.0% Segment Gross Profit Gross profit by segment was as follows (in thousands): For the three months ended September 30, 2022 2021 % of % of Segment Segment Segment Gross Profit Revenue Gross Profit Revenue Utilities $ 78,046 12.7% $ 63,715 14.0% Energy/Renewables 80,135 13.3% 35,926 10.2% Pipeline (3,274) (4.6%) 27,795 25.8% Total $ 154,907 12.1% $ 127,436 14.0% For the nine months ended September 30, 2022 2021 % of % of Segment Segment Segment Gross Profit Revenue Gross Profit Revenue Utilities $ 140,755 9.7% $ 134,280 11.1% Energy/Renewables 173,209 12.0% 111,825 10.8% Pipeline (10,463) (5.3%) 74,538 20.8% Total $ 303,501 9.8% $ 320,643 12.3% Segment Goodwill The amount of goodwill recorded by each segment at September 30, 2022 and at December 31, 2021 is presented in Note 6 – “ Goodwill and Intangible Assets” Geographic Region — Revenue and Total Assets The majority of our revenue is derived from customers in the United States with approximately 6.2% and 4.4% generated from sources outside of the United States during the nine months ended September 30, 2022 and 2021, respectively, principally in Canada. At September 30, 2022 and December 31, 2021, approximately 4.0% and 3.5%, respectively, of total assets were located outside of the United States, principally in Canada. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation | |
Reclassification | Reclassification |
Restricted cash | Restricted cash — September 30, 2022 2021 Cash and cash equivalents $ 111,937 $ 199,025 Restricted cash included in prepaid expenses and other current assets 21,089 4,956 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 133,026 $ 203,981 December 31, 2021 2020 Cash and cash equivalents $ 200,512 $ 326,744 Restricted cash included in prepaid expense and other current assets 5,131 4,231 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 205,643 $ 330,975 |
Depreciation | Depreciation Effective January 1, 2022, we changed our estimates of the useful lives of certain equipment to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of equipment that previously ranged three to seven years were increased to a range of three to ten years . The effect of this change in estimate reduced depreciation expense by $4.2 million, increased net income by $3.3 million, and increased basic and diluted earnings per share by $0.06 for the three months ended September 30, 2022 . The effect of this change in estimate reduced depreciation expense by $15.3 million, increased net income by $12.2 million, and increased basic and diluted earnings per share by $0.23 for the nine months ended September 30, 2022 . |
Customer concentration | Customer concentration For the three and nine months ended September 30, 2022, approximately 53.3% and 48.4%, respectively, of total revenue was generated from our top ten customers. For the three months ended September 30, 2022, one renewable energy customer represented approximately 11.3% of total revenue and for the nine months ended September 30, 2022, no one customer accounted for more than ten percent of our total revenue. For the three and nine months ended September 30, 2021, approximately 45.6% and 43.3%, respectively, of total revenue was generated from our top ten customers and no one customer accounted for more than ten percent of our total revenue. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation | |
Schedule of reconciliation of cash, cash equivalents and restricted cash | The following tables provide a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the totals of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): September 30, 2022 2021 Cash and cash equivalents $ 111,937 $ 199,025 Restricted cash included in prepaid expenses and other current assets 21,089 4,956 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 133,026 $ 203,981 December 31, 2021 2020 Cash and cash equivalents $ 200,512 $ 326,744 Restricted cash included in prepaid expense and other current assets 5,131 4,231 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 205,643 $ 330,975 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021 (in thousands): Fair Value Measurements at Reporting Date Significant Quoted Prices Other Significant in Active Markets Observable Unobservable for Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Assets as of September 30, 2022: Cash and cash equivalents $ 111,937 $ — $ — Interest rate swap — 1,270 — Liabilities as of September 30, 2022: Contingent consideration — — 2,691 Assets as of December 31, 2021: Cash and cash equivalents 200,512 — — Liabilities as of December 31, 2021: Interest rate swap $ — $ 4,346 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PLH Group Inc | |
Acquisitions | |
Summary of the cash paid for acquisitions | Purchase consideration (in thousands) Total purchase consideration $ 481,493 Less cash and restricted cash acquired (43,152) Net cash paid $ 438,341 |
Summary of the identifiable assets acquired and liabilities assumed | Identifiable assets acquired and liabilities assumed (in thousands) Cash, cash equivalents and restricted cash $ 43,152 Accounts receivable 74,411 Contract assets 75,359 Prepaid expenses and other current assets 13,444 Property, plant and equipment 63,528 Operating lease assets 16,340 Intangible assets: Customer relationships 84,900 Tradename 17,700 Deferred tax assets 6,008 Other long-term assets 6,418 Accounts payable and accrued liabilities (98,282) Contract liabilities (25,488) Long-term debt (including current portion) (3,313) Noncurrent operating lease liabilities, net of current (12,004) Deferred tax liability (3,032) Other long-term liabilities (4,136) Total identifiable net assets 255,005 Goodwill 226,488 Total purchase consideration $ 481,493 |
PLH and FIH | |
Acquisitions | |
Schedule of pro forma results | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 1,339,477 $ 1,102,971 $ 3,485,099 $ 3,038,474 Income before provision for income taxes 62,760 59,194 101,760 43,679 Net income 51,111 42,220 81,815 31,669 Weighted average common shares outstanding: Basic 53,181 53,769 53,228 52,407 Diluted 53,748 54,367 53,778 54,946 Earnings per share: Basic $ 0.96 $ 0.79 $ 1.54 $ 0.60 Diluted 0.95 0.78 1.52 0.58 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue | |
Schedule of contract assets | Contract assets consist of the following (in thousands): September 30, December 31, 2022 2021 Unbilled revenue $ 452,385 $ 283,767 Retention receivable 174,505 124,990 Contract materials (not yet installed) 18,835 14,902 $ 645,725 $ 423,659 |
Schedule of contract liabilities | Contract liabilities consist of the following (in thousands): September 30, December 31, 2022 2021 Deferred revenue $ 249,670 $ 234,352 Accrued loss provision 5,854 6,060 $ 255,524 $ 240,412 |
Schedule of revenue disaggregation by various categories | MSA and Non-MSA revenue was as follows (in thousands): For the three months ended September 30, 2022 Segment MSA Non-MSA Total Utilities $ 516,363 $ 96,645 $ 613,008 Energy/Renewables 56,493 543,951 600,444 Pipeline 32,991 37,685 70,676 Total $ 605,847 $ 678,281 $ 1,284,128 For the three months ended September 30, 2021 Segment MSA Non-MSA Total Utilities $ 410,041 $ 44,613 454,654 Energy/Renewables 41,133 309,893 351,026 Pipeline 15,457 92,108 107,565 Total $ 466,631 $ 446,614 $ 913,245 For the nine months ended September 30, 2022 Segment MSA Non-MSA Total Utilities $ 1,226,511 $ 221,346 $ 1,447,857 Energy/Renewables 153,178 1,292,665 1,445,843 Pipeline 71,701 126,060 197,761 Total $ 1,451,390 $ 1,640,071 $ 3,091,461 For the nine months ended September 30, 2021 Segment MSA Non-MSA Total Utilities $ 1,039,743 $ 175,344 $ 1,215,087 Energy/Renewables 126,997 911,903 1,038,900 Pipeline 51,354 307,843 359,197 Total $ 1,218,094 $ 1,395,090 $ 2,613,184 Revenue by contract type was as follows (in thousands): For the three months ended September 30, 2022 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 58,602 397,204 $ 157,202 $ 613,008 Energy/Renewables 391,887 140,361 68,196 600,444 Pipeline 48,154 12,140 10,382 70,676 Total $ 498,643 $ 549,705 $ 235,780 $ 1,284,128 (1) Includes time and material and cost reimbursable plus fee contracts. For the three months ended September 30, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 33,280 $ 311,191 $ 110,183 $ 454,654 Energy/Renewables 212,956 65,904 72,166 351,026 Pipeline 68,232 1,142 38,191 107,565 Total $ 314,468 $ 378,237 $ 220,540 $ 913,245 (1) Includes time and material and cost reimbursable plus fee contracts. For the nine months ended September 30, 2022 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 123,742 $ 988,477 $ 335,638 $ 1,447,857 Energy/Renewables 930,271 327,624 187,948 1,445,843 Pipeline 149,798 13,266 34,697 197,761 Total $ 1,203,811 $ 1,329,367 $ 558,283 $ 3,091,461 (1) Includes time and material and cost reimbursable plus fee contracts. For the nine months ended September 30, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 90,142 $ 844,314 $ 280,631 $ 1,215,087 Energy/Renewables 564,552 231,715 242,633 1,038,900 Pipeline 272,501 2,776 83,920 359,197 Total $ 927,195 $ 1,078,805 $ 607,184 $ 2,613,184 (1) Includes time and material and cost reimbursable plus fee contracts. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets | |
Schedule of goodwill by reporting unit | Utilities Energy/Renewables Pipeline Total Balance at December 31, 2021 $ 462,905 $ 66,344 $ 52,415 $ 581,664 Goodwill acquired during the period 149,630 61,750 27,278 238,658 Balance at September 30, 2022 $ 612,535 $ 128,094 $ 79,693 $ 820,322 |
Summary of intangible asset categories, amounts and the average amortization periods | The table below summarizes the intangible asset categories and amounts, which are amortized on a straight-line basis (in thousands): September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible assets, net Gross Carrying Amount Accumulated Amortization Intangible assets, net Tradenames $ 38,920 (22,767) 16,153 $ 20,440 $ (19,675) $ 765 Customer relationships 309,527 (55,331) 254,196 215,227 (44,727) 170,500 Non-compete agreements 1,900 (1,900) — 1,900 (1,845) 55 Total $ 350,347 $ (79,998) $ 270,349 $ 237,567 $ (66,247) $ 171,320 |
Schedule of estimated future amortization expense for intangible assets | Estimated future amortization expense for intangible assets is as follows (in thousands): Estimated Intangible Amortization For the Years Ending December 31, Expense 2022 (remaining three months) $ 8,138 2023 27,389 2024 20,220 2025 18,498 2026 16,648 Thereafter 179,456 $ 270,349 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Liabilities | |
Summary of accrued liabilities | The following is a summary of accrued liabilities (in thousands): September 30, December 31, 2022 2021 Payroll and related employee benefits $ 123,412 $ 77,887 Current operating lease liability 65,428 61,587 Casualty insurance reserves 20,004 7,107 Corporate income taxes and other taxes 34,658 7,967 Other 25,992 20,273 $ 269,494 $ 174,821 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt | |
Schedule of long-term debt and credit facilities | Long-term debt and credit facilities consists of the following (in thousands): September 30, December 31, 2022 2021 Term loan $ 933,188 $ 520,281 Revolving credit facility 150,000 — Canadian credit facility 139 — Commercial equipment notes 106,873 107,934 Mortgage notes 20,692 37,445 Total debt 1,210,892 665,660 Unamortized debt issuance costs (8,734) (4,198) Total debt, net $ 1,202,158 $ 661,462 Less: current portion (80,094) (67,230) Long-term debt, net of current portion $ 1,122,064 $ 594,232 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): September 30, December 31, Balance Sheet Location 2022 2021 Interest rate swap Other current assets $ 1,270 $ — Interest rate swap Other long-term liabilities — 4,346 |
Schedule of derivative instruments within the Condensed Consolidated Statements of Income | Three Months Ended Nine Months Ended Location of (Gain) Loss September 30, September 30, Recognized on Derivatives 2022 2021 2022 2021 Interest rate swap Interest expense, net $ (854) $ 83 $ (3,797) $ (154) |
Dividends and Earnings Per Sh_2
Dividends and Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Dividends and Earnings Per Share | |
Schedule of cash dividends paid or declared | We paid cash dividends during 2022 and 2021 as follows: Declaration Date Record Date Date Paid Amount Per Share February 19, 2021 March 31, 2021 April 15, 2021 $ 0.06 May 4, 2021 June 30, 2021 July 15, 2021 0.06 August 3, 2021 September 30, 2021 October 15, 2021 0.06 November 3, 2021 December 31, 2021 January 14, 2022 0.06 February 24, 2022 March 31, 2022 April 15, 2022 0.06 May 4, 2022 June 30, 2022 July 15, 2022 0.06 August 3, 2022 September 30, 2022 October 15, 2022 0.06 |
Schedule of computation of basic and diluted earnings per share | The table below presents the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts). Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income $ 43,040 $ 44,056 $ 91,520 $ 86,199 Denominator: Weighted average shares for computation of basic earnings per share: 53,181 53,769 53,228 52,354 Dilutive effect of shares issued to independent directors 3 3 4 4 Dilutive effect of Restricted Stock Units ("RSUs") 564 595 546 529 Weighted average shares for computation of diluted earnings per share 53,748 54,367 53,778 52,887 Earnings per share: Basic $ 0.81 $ 0.82 $ 1.72 $ 1.65 Diluted $ 0.80 $ 0.81 $ 1.70 $ 1.63 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Summary of components of lease expense | The components of lease expense are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease expense (1) $ 19,101 $ 19,893 $ 54,123 $ 62,717 ________________________________________ (1) Includes short-term leases which are immaterial. |
Summary of operating lease liabilities | Our operating lease liabilities are reported on the Condensed Consolidated Balance Sheets as follows (in thousands): September 30, December 31, 2022 2021 Accrued liabilities $ 65,428 $ 61,587 Noncurrent operating lease liabilities, net of current portion 97,314 98,059 $ 162,742 $ 159,646 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reportable Segments | |
Schedule of revenue and gross profit by segment | Segment Revenue Revenue by segment was as follows (in thousands): For the three months ended September 30, 2022 2021 % of % of Total Total Segment Revenue Revenue Revenue Revenue Utilities $ 613,008 47.7% $ 454,654 49.8% Energy/Renewables 600,444 46.8% 351,026 38.4% Pipeline 70,676 5.5% 107,565 11.8% Total $ 1,284,128 100.0% $ 913,245 100.0% For the nine months ended September 30, 2022 2021 % of % of Total Total Segment Revenue Revenue Revenue Revenue Utilities $ 1,447,857 46.8% $ 1,215,087 46.5% Energy/Renewables 1,445,843 46.8% 1,038,900 39.8% Pipeline 197,761 6.4% 359,197 13.7% Total $ 3,091,461 100.0% $ 2,613,184 100.0% Segment Gross Profit Gross profit by segment was as follows (in thousands): For the three months ended September 30, 2022 2021 % of % of Segment Segment Segment Gross Profit Revenue Gross Profit Revenue Utilities $ 78,046 12.7% $ 63,715 14.0% Energy/Renewables 80,135 13.3% 35,926 10.2% Pipeline (3,274) (4.6%) 27,795 25.8% Total $ 154,907 12.1% $ 127,436 14.0% For the nine months ended September 30, 2022 2021 % of % of Segment Segment Segment Gross Profit Revenue Gross Profit Revenue Utilities $ 140,755 9.7% $ 134,280 11.1% Energy/Renewables 173,209 12.0% 111,825 10.8% Pipeline (10,463) (5.3%) 74,538 20.8% Total $ 303,501 9.8% $ 320,643 12.3% |
Nature of Business (Details)
Nature of Business (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Nature of Business | |
Number of reportable segments | 3 |
Basis of Presentation - Restric
Basis of Presentation - Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Basis of Presentation | ||||
Cash and cash equivalents | $ 111,937 | $ 200,512 | $ 199,025 | $ 326,744 |
Restricted cash included in prepaid expense and other current assets | $ 21,089 | $ 5,131 | $ 4,956 | $ 4,231 |
Restricted Cash, Statement of Financial Position | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 133,026 | $ 205,643 | $ 203,981 | $ 330,975 |
Basis of Presentation - Depreci
Basis of Presentation - Depreciation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 01, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation | ||||||
Net income | $ 43,040 | $ 44,056 | $ 91,520 | $ 86,199 | ||
Basic (in dollars per share) | $ 0.81 | $ 0.82 | $ 1.72 | $ 1.65 | ||
Diluted (in dollars per share) | $ 0.80 | $ 0.81 | $ 1.70 | $ 1.63 | ||
Change in Accounting Method Accounted for as Change in Estimate | ||||||
Depreciation | ||||||
Depreciation expense | $ (4,200) | $ 15,300 | ||||
Net income | $ 3,300 | $ 12,200 | ||||
Basic (in dollars per share) | $ 0.06 | $ 0.23 | ||||
Diluted (in dollars per share) | $ 0.06 | $ 0.23 | ||||
Minimum | Construction equipment | ||||||
Depreciation | ||||||
Estimated useful lives of the equipment | 3 years | |||||
Minimum | Change in Accounting Method Accounted for as Change in Estimate | Construction equipment | ||||||
Depreciation | ||||||
Estimated useful lives of the equipment | 3 years | |||||
Maximum | Construction equipment | ||||||
Depreciation | ||||||
Estimated useful lives of the equipment | 7 years | |||||
Maximum | Change in Accounting Method Accounted for as Change in Estimate | Construction equipment | ||||||
Depreciation | ||||||
Estimated useful lives of the equipment | 10 years |
Basis of Presentation - Custome
Basis of Presentation - Customer concentration (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 customer | Sep. 30, 2021 customer | Sep. 30, 2022 customer item | Sep. 30, 2021 customer | |
Customer concentration | ||||
Number of top customers | 10 | |||
Number of calendar years in which top customers typically generate minimum specified percentage of revenue | item | 1 | |||
Revenues | Customer concentration | Top ten customers | ||||
Customer concentration | ||||
Percentage of concentration risk | 53.30% | 45.60% | 48.40% | 43.30% |
Number of customers | 10 | 10 | 10 | 10 |
Revenues | Customer concentration | Top ten customers | Minimum | ||||
Customer concentration | ||||
Minimum percentage of revenues generated by top ten customers | 40% | |||
Revenues | Customer concentration | Top ten customers | Maximum | ||||
Customer concentration | ||||
Minimum percentage of revenues generated by top ten customers | 50% | |||
Revenues | Customer concentration | Renewable energy customer | ||||
Customer concentration | ||||
Percentage of concentration risk | 11.30% | |||
Number of customers | 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
ASP | |||
Liabilities | |||
Contingent consideration | $ 2,800 | $ 2,800 | |
Contingent consideration | |||
Earnout | $ 3,200 | ||
Minimum | ASP | |||
Contingent consideration | |||
Performance targets period | 1 year | ||
Maximum | ASP | |||
Contingent consideration | |||
Performance targets period | 2 years | ||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Assets | |||
Cash and cash equivalents | 111,937 | $ 200,512 | |
Recurring | Significant Unobservable Inputs (Level 3) | |||
Liabilities | |||
Contingent consideration | 2,691 | ||
Recurring | Interest rate swap | Significant Other Observable Inputs (Level2) | |||
Assets | |||
Derivative asset | $ 1,270 | ||
Liabilities | |||
Derivative liability | $ 4,346 |
Acquisitions - PLH (Details)
Acquisitions - PLH (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Acquisitions | |||||||
Net cash paid | $ 478,438 | $ 606,974 | |||||
Identifiable assets acquired and liabilities assumed | |||||||
Goodwill | $ 820,322 | $ 820,322 | 820,322 | $ 581,664 | |||
Transaction and related costs | 12,706 | $ 447 | 18,228 | $ 14,823 | |||
PLH Group Inc | |||||||
Acquisitions | |||||||
Total purchase consideration | $ 481,493 | ||||||
Less cash and restricted cash acquired | (43,152) | ||||||
Net cash paid | 438,341 | ||||||
Identifiable assets acquired and liabilities assumed | |||||||
Cash, cash equivalents and restricted cash | 43,152 | ||||||
Accounts receivable | 74,411 | ||||||
Contract assets | 75,359 | ||||||
Prepaid expenses and other current assets | 13,444 | ||||||
Property, plant and equipment | 63,528 | ||||||
Operating lease assets | 16,340 | ||||||
Deferred tax assets | 6,008 | ||||||
Other long-term assets | 6,418 | ||||||
Accounts payable and accrued liabilities | (98,282) | ||||||
Contract liabilities | (25,488) | ||||||
Long-term debt (including current portion) | (3,313) | ||||||
Noncurrent operating lease liabilities, net of current | (12,004) | ||||||
Deferred tax liability | (3,032) | ||||||
Other long-term liabilities | (4,136) | ||||||
Total identifiable net assets | 255,005 | ||||||
Goodwill | 226,488 | ||||||
Total | 481,493 | ||||||
Revenue since acquisition | 155,700 | ||||||
Gross profit since acquisition | $ 12,300 | ||||||
Transaction and related costs | $ 12,700 | $ 18,200 | |||||
PLH Group Inc | Customer relationships | |||||||
Identifiable assets acquired and liabilities assumed | |||||||
Intangible assets | $ 84,900 | ||||||
Useful life | 15 years | ||||||
PLH Group Inc | Tradename | |||||||
Identifiable assets acquired and liabilities assumed | |||||||
Intangible assets | $ 17,700 | ||||||
Useful life | 1 year 9 months 18 days |
Acquisitions - Future Infrastru
Acquisitions - Future Infrastructure Holdings, LLC. (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | |
Acquisitions | ||||||
Net cash paid | $ 478,438 | $ 606,974 | ||||
Identifiable assets acquired and liabilities assumed | ||||||
Transaction and related costs | $ 12,706 | $ 447 | $ 18,228 | 14,823 | ||
FIH | ||||||
Acquisitions | ||||||
Net cash paid | $ 604,700 | |||||
Identifiable assets acquired and liabilities assumed | ||||||
Revenue since acquisition | 65,100 | $ 198,500 | ||||
Gross profit since acquisition | 11,400 | $ 32,000 | ||||
Transaction and related costs | $ 400 | $ 14,200 | ||||
Discount (as a percent) | 15% |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - PLH and FIH - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Pro forma results | ||||
Tax rate | 18.60% | 29% | 19.60% | 27.50% |
Revenue | $ 1,339,477 | $ 1,102,971 | $ 3,485,099 | $ 3,038,474 |
Income before provision for income taxes | 62,760 | 59,194 | 101,760 | 43,679 |
Net income | $ 51,111 | $ 42,220 | $ 81,815 | $ 31,669 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 53,181 | 53,769 | 53,228 | 52,407 |
Diluted (in shares) | 53,748 | 54,367 | 53,778 | 54,946 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.96 | $ 0.79 | $ 1.54 | $ 0.60 |
Diluted (in dollars per share) | $ 0.95 | $ 0.78 | $ 1.52 | $ 0.58 |
Acquisitions - B Comm Holdco, L
Acquisitions - B Comm Holdco, LLC (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Jun. 08, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Acquisitions | ||||
Net cash paid | $ 478,438 | $ 606,974 | ||
Preliminary estimated fair values | ||||
Goodwill | $ 820,322 | $ 581,664 | ||
B Comm Holdco, LLC | ||||
Acquisitions | ||||
Net cash paid | $ 36,000 | |||
Goodwill is expected to be deductible for income tax purposes (in years) | 15 years | |||
Preliminary estimated fair values | ||||
Estimated fair values of the assets acquired and liabilities assumed, fixed assets | $ 4,800 | |||
Estimated fair values of the assets acquired and liabilities assumed, working capital | 13,200 | |||
Fair Value | 10,200 | |||
Goodwill | $ 10,100 |
Acquisitions - Alberta Screw Pi
Acquisitions - Alberta Screw Piles, Ltd (Details) - USD ($) $ in Thousands | Mar. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Preliminary estimated fair values | |||
Goodwill | $ 820,322 | $ 581,664 | |
ASP | |||
Acquisitions | |||
Total purchase consideration | $ 4,100 | ||
Earnout | 3,200 | ||
Estimated fair value of the contingent consideration | 2,800 | $ 2,800 | |
Preliminary estimated fair values | |||
Estimated fair values of the assets acquired and liabilities assumed, fixed assets | 2,900 | ||
Estimated fair values of the assets acquired and liabilities assumed, working capital | 1,900 | ||
Goodwill | $ 2,100 | ||
Goodwill expected to be deductible rate | 5% | ||
ASP | Minimum | |||
Acquisitions | |||
Performance targets period | 1 year | ||
ASP | Maximum | |||
Acquisitions | |||
Performance targets period | 2 years |
Revenue - Performance obligatio
Revenue - Performance obligations (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Revenue | ||
Remaining performance obligations | $ 3,700 | $ 3,700 |
Revenue recognized from performance obligations satisfied in previous periods | 10 | 6.5 |
Amount of contract modifications included in the expected contract value. | $ 105.4 | 105.4 |
Amount of unapproved contract modifications recognized as revenue on a cumulative catch-up basis | $ 93.8 |
Revenue - Performance obligat_2
Revenue - Performance obligations - 2022 (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | 9 Months Ended |
Sep. 30, 2022 | |
Revenue expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 12 months |
Percentage of remaining performance obligation expected to be recognized in period | 64.40% |
Revenue - Contract assets (Deta
Revenue - Contract assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Unbilled revenue | $ 452,385 | $ 283,767 |
Retention receivable | 174,505 | 124,990 |
Contract materials (not yet installed) | 18,835 | 14,902 |
Contract assets | 645,725 | $ 423,659 |
Increase (decrease) in contract assets | 222,100 | |
PLH Group Inc | ||
Unbilled revenue | $ 69,900 |
Revenue - Contract liabilities
Revenue - Contract liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue | ||
Deferred revenue | $ 249,670 | $ 234,352 |
Accrued loss provision | 5,854 | 6,060 |
Contract liabilities | 255,524 | $ 240,412 |
Increase in contract liabilities | 15,100 | |
Revenue recognized included in contract liability at beginning of period | $ 217,800 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue | ||||
Revenue | $ 1,284,128 | $ 913,245 | $ 3,091,461 | $ 2,613,184 |
Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 498,643 | 314,468 | 1,203,811 | 927,195 |
Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 549,705 | 378,237 | 1,329,367 | 1,078,805 |
Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 235,780 | 220,540 | 558,283 | 607,184 |
MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 605,847 | 466,631 | 1,451,390 | 1,218,094 |
Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 678,281 | 446,614 | 1,640,071 | 1,395,090 |
Utilities | ||||
Disaggregation of Revenue | ||||
Revenue | 613,008 | 454,654 | 1,447,857 | 1,215,087 |
Utilities | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 58,602 | 33,280 | 123,742 | 90,142 |
Utilities | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 397,204 | 311,191 | 988,477 | 844,314 |
Utilities | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 157,202 | 110,183 | 335,638 | 280,631 |
Utilities | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 516,363 | 410,041 | 1,226,511 | 1,039,743 |
Utilities | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 96,645 | 44,613 | 221,346 | 175,344 |
Energy/Renewables | ||||
Disaggregation of Revenue | ||||
Revenue | 600,444 | 351,026 | 1,445,843 | 1,038,900 |
Energy/Renewables | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 391,887 | 212,956 | 930,271 | 564,552 |
Energy/Renewables | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 140,361 | 65,904 | 327,624 | 231,715 |
Energy/Renewables | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 68,196 | 72,166 | 187,948 | 242,633 |
Energy/Renewables | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 56,493 | 41,133 | 153,178 | 126,997 |
Energy/Renewables | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 543,951 | 309,893 | 1,292,665 | 911,903 |
Pipeline | ||||
Disaggregation of Revenue | ||||
Revenue | 70,676 | 107,565 | 197,761 | 359,197 |
Pipeline | Fixed price | ||||
Disaggregation of Revenue | ||||
Revenue | 48,154 | 68,232 | 149,798 | 272,501 |
Pipeline | Unit price | ||||
Disaggregation of Revenue | ||||
Revenue | 12,140 | 1,142 | 13,266 | 2,776 |
Pipeline | Cost reimbursable | ||||
Disaggregation of Revenue | ||||
Revenue | 10,382 | 38,191 | 34,697 | 83,920 |
Pipeline | MSA | ||||
Disaggregation of Revenue | ||||
Revenue | 32,991 | 15,457 | 71,701 | 51,354 |
Pipeline | Non-MSA | ||||
Disaggregation of Revenue | ||||
Revenue | $ 37,685 | $ 92,108 | $ 126,060 | $ 307,843 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill | |
Goodwill, Beginning Balance | $ 581,664 |
Goodwill acquired during the period | 238,658 |
Goodwill, Ending Balance | 820,322 |
Utilities | |
Goodwill | |
Goodwill, Beginning Balance | 462,905 |
Goodwill acquired during the period | 149,630 |
Goodwill, Ending Balance | 612,535 |
Energy/Renewables | |
Goodwill | |
Goodwill, Beginning Balance | 66,344 |
Goodwill acquired during the period | 61,750 |
Goodwill, Ending Balance | 128,094 |
Pipeline | |
Goodwill | |
Goodwill, Beginning Balance | 52,415 |
Goodwill acquired during the period | 27,278 |
Goodwill, Ending Balance | $ 79,693 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Intangible assets | |||||
Gross Carrying Amount | $ 350,347 | $ 350,347 | $ 237,567 | ||
Accumulated Amortization | (79,998) | (79,998) | (66,247) | ||
Intangible assets, net | 270,349 | 270,349 | 171,320 | ||
Amortization expense of intangible assets | 6,700 | $ 4,600 | 13,800 | $ 13,500 | |
Tradename | |||||
Intangible assets | |||||
Gross Carrying Amount | 38,920 | 38,920 | 20,440 | ||
Accumulated Amortization | (22,767) | (22,767) | (19,675) | ||
Intangible assets, net | 16,153 | 16,153 | 765 | ||
Customer relationships | |||||
Intangible assets | |||||
Gross Carrying Amount | 309,527 | 309,527 | 215,227 | ||
Accumulated Amortization | (55,331) | (55,331) | (44,727) | ||
Intangible assets, net | 254,196 | 254,196 | 170,500 | ||
Non-compete agreements | |||||
Intangible assets | |||||
Gross Carrying Amount | 1,900 | 1,900 | 1,900 | ||
Accumulated Amortization | $ (1,900) | $ (1,900) | (1,845) | ||
Intangible assets, net | $ 55 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Estimated future amortization expense for intangible assets | ||
2022 (remaining three months) | $ 8,138 | |
2023 | 27,389 | |
2024 | 20,220 | |
2025 | 18,498 | |
2026 | 16,648 | |
Thereafter | 179,456 | |
Intangible assets, net | $ 270,349 | $ 171,320 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities | ||
Retention amounts included in accounts payable | $ 17,200 | $ 15,200 |
Accrued liabilities | ||
Payroll and related employee benefits | 123,412 | 77,887 |
Current operating lease liability | 65,428 | 61,587 |
Casualty insurance reserves | 20,004 | 7,107 |
Corporate income taxes and other taxes | 34,658 | 7,967 |
Other | 25,992 | 20,273 |
Total accrued liabilities | $ 269,494 | $ 174,821 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 15, 2021 |
Credit Agreements | |||
Total debt | $ 1,210,892 | $ 665,660 | |
Unamortized debt issuance costs | (8,734) | (4,198) | |
Total debt, net | 1,202,158 | 661,462 | |
Current portion of long-term debt | (80,094) | (67,230) | |
Long-term debt, net of current portion | 1,122,064 | 594,232 | |
Term Loan | |||
Credit Agreements | |||
Total debt | 933,188 | 520,281 | |
Total debt, net | $ 592,500 | ||
Revolving Credit Facility | |||
Credit Agreements | |||
Total debt | 150,000 | ||
Canadian Credit Facility | |||
Credit Agreements | |||
Total debt | 139 | ||
Commercial equipment notes | |||
Credit Agreements | |||
Total debt | 106,873 | 107,934 | |
Mortgages | |||
Credit Agreements | |||
Total debt | $ 20,692 | $ 37,445 |
Debt - Narratives (Details)
Debt - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Aug. 01, 2022 | Sep. 13, 2018 | Aug. 03, 2018 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 13, 2022 | Dec. 31, 2021 | Jan. 15, 2021 | |
Debt Instrument [Line Items] | ||||||||
Weighted average interest rate (as a percent) | 5% | 5% | 2.80% | |||||
Aggregate principal amount | $ 1,202,158 | $ 1,202,158 | $ 661,462 | |||||
Unamortized debt issuance costs | (8,734) | $ (8,734) | $ (4,198) | |||||
Credit Agreement. | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of credit agreement, threshold restriction of total assets | 20% | |||||||
Prepayment to be paid on debt | $ 5,000 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 325,000 | |||||||
Borrowings outstanding | 150,000 | |||||||
Increase in loan availability | 200,000 | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | 945,000 | $ 220,000 | ||||||
Interest rate swap agreement | 75% | |||||||
Derivative fixed interest rate (as a percent) | 2.89% | |||||||
Aggregate principal amount | $ 592,500 | |||||||
Increase in loan availability | 439,500 | |||||||
Quarterly principal payment | 11,800 | |||||||
Term Loan | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 2.25% | |||||||
Commercial letters of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding | 48,400 | |||||||
Available borrowing capacity | $ 126,600 | |||||||
Credit Agreement. | ||||||||
Debt Instrument [Line Items] | ||||||||
Potential increase per the agreement | 75,000 | |||||||
Debt issuance costs | 6,500 | $ 6,500 | ||||||
Loss on Extinguishment of debt | $ (800) | |||||||
Credit Agreement. | Federal funds rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||
Credit Agreement. | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 200,000 | |||||||
Credit Agreement. | Commercial letters of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 200,000 |
Debt - Canadian Credit Faciliti
Debt - Canadian Credit Facilities (Details) - Sep. 30, 2022 $ in Millions, $ in Millions | USD ($) | CAD ($) |
Canadian Credit Facility | ||
Credit Agreements | ||
Maximum borrowing capacity | $ 4 | |
Available borrowing capacity | 3.2 | |
Foreign letters of credit | ||
Credit Agreements | ||
Letters of credit outstanding | 0.8 | |
Working Capital Credit Facility | ||
Credit Agreements | ||
Maximum borrowing capacity | 10 | |
Available borrowing capacity | $ 9.8 | |
Borrowings outstanding | $ 0.2 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 USD ($) instrument | Dec. 31, 2021 USD ($) | Sep. 13, 2018 USD ($) | |
Derivative Instruments | |||
Number of Instruments used for trading | instrument | 0 | ||
Interest rate swap | |||
Derivative Instruments | |||
Notional Amount | $ | $ 124.8 | $ 134.1 | $ 165 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative contract and instruments (Details) - Interest rate swap - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Derivative Instruments | |||||
Asset Derivatives | $ 1,270 | $ 1,270 | |||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | |||
Liability Derivatives | $ 4,346 | ||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | ||||
Amount of (gain) loss recognized on derivatives, net | $ 854 | $ (83) | $ 3,797 | $ 154 | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Taxes | |||
Effective income tax rate reconciliation (in percent) | 19.60% | 27.50% | |
U.S. federal statutory income tax rate (as a percent) | 21% | 21% | |
Unrecognized tax benefit related to 2018 capital losses | $ 9.8 | ||
Decrease to effective tax rate due to release of a portion of the valuation allowance | 5.50% | ||
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 | ||
Deferred FICA tax payments reserve | $ 21.7 |
Dividends and Earnings Per Sh_3
Dividends and Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 03, 2022 | May 04, 2022 | Feb. 24, 2022 | Nov. 03, 2021 | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share | |||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
Numerator: | |||||||||||
Net income | $ 43,040 | $ 44,056 | $ 91,520 | $ 86,199 | |||||||
Denominator: | |||||||||||
Weighted average shares for computation of basic earnings per share | 53,181 | 53,769 | 53,228 | 52,354 | |||||||
Dilutive effect of shares issued to independent directors | 3 | 3 | 4 | 4 | |||||||
Dilutive effect of Restricted Stock Units ("RSUs") | 564 | 595 | 546 | 529 | |||||||
Weighted average shares for computation of diluted earnings per share | 53,748 | 54,367 | 53,778 | 52,887 | |||||||
Earnings per share: | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.81 | $ 0.82 | $ 1.72 | $ 1.65 | |||||||
Diluted earnings per share (in dollars per share) | $ 0.80 | $ 0.81 | $ 1.70 | $ 1.63 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Stock | ||||
Proceeds from issuance of common stock | $ 596 | $ 178,707 | ||
Employees of Future Infrastructure Holdings, LLC | ||||
Common Stock | ||||
Discounted price from the average December market price at which shares purchased by participants in LTR Plan (as a percent) | 15% | |||
Issuance of shares, net of issuance costs (in shares) | 1,038,309 | |||
Proceeds from issuance of common stock | $ 28,900 | |||
Compensation expense recognized | $ 5,100 | |||
RSUs | ||||
Common Stock | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 11,215 | 62,277 | 131,709 | 102,041 |
LTR Plan | ||||
Common Stock | ||||
Shares of common stock issued under the long-term incentive plan | 23,782 | 25,987 | ||
Amount received in exchange for shares of common stock under a long term incentive plan | $ 600 | $ 500 | ||
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75% | 75% | ||
Equity Plan | Independent Directors | ||||
Common Stock | ||||
Shares of common stock issued as a part of quarterly compensation of non-employee members of the Board of Directors | 9,688 | 7,328 | 28,288 | 24,032 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan, Secondary Offering & Share Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Secondary Offering | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Proceeds from issuance of common stock | $ 596 | $ 178,707 | ||||||
Share Purchase Plan | ||||||||
Aggregate purchase price up to which shares can be acquired under share purchase program | $ 25,000 | $ 25,000 | ||||||
Number of shares purchased and cancelled under share purchase program | 129,200 | 277,200 | ||||||
Amount paid for shares purchased under share purchase program | $ 2,600 | $ 6,000 | ||||||
Amount paid for shares purchased and cancelled under share purchase program (per share) | $ 20.28 | $ 21.61 | ||||||
Amount remaining for purchase under share purchase program | $ 19,000 | $ 19,000 | ||||||
Secondary offering | ||||||||
Secondary Offering | ||||||||
Issuance of shares, net of issuance costs (in shares) | 4,500,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Share price (in dollars per share) | $ 35 | |||||||
Proceeds from Issuance of Common Stock Gross | $ 157,500 | |||||||
Proceeds from issuance of common stock | $ 149,300 | |||||||
Employee Stock Purchase Plan | ||||||||
Employee Stock Purchase Plan | ||||||||
Purchase price of stock | 90% | |||||||
Purchase in annual report period | 30 days | |||||||
Purchase of quarterly report period | 30 days | |||||||
Shares of common stock issued under the long-term incentive plan | 9,943 | 9,943 | ||||||
Stock purchase price | $ 17.44 | $ 17.44 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 22, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Options to extend leases | true | |||||
Aggregate sales price, net of closing costs | $ 19,237 | $ 43,488 | ||||
Gain on sale and leaseback transaction | 40,084 | |||||
Components of lease expense | ||||||
Operating lease expense | $ 19,101 | $ 19,893 | 54,123 | $ 62,717 | ||
Operating lease liabilities | ||||||
Accrued liabilities | $ 65,428 | $ 65,428 | $ 61,587 | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current | Accrued Liabilities, Current | |||
Noncurrent operating lease liabilities, net of current portion | $ 97,314 | $ 97,314 | $ 98,059 | |||
Operating lease liabilities | $ 162,742 | $ 162,742 | $ 159,646 | |||
Land, buildings and improvements | ||||||
Aggregate sales price, net of closing costs | $ 49,900 | |||||
Initial term | 3 years | |||||
Aggregate initial annual rent payment | $ 1,200 | |||||
Percentage of annual rent increases | 3% | |||||
Gain on sale and leaseback transaction | $ 40,100 | |||||
Maximum | ||||||
Renewal term | 5 years | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Legal (Details) - USD ($) $ in Billions | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies. | ||
Bid and completion bonds issued and outstanding | $ 4.2 | $ 3.2 |
Remaining performance obligation on the bonded projects. | $ 1.7 | $ 1.2 |
Reportable Segments (Details)
Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment reporting information | ||||
Revenue | $ 1,284,128 | $ 913,245 | $ 3,091,461 | $ 2,613,184 |
% of Total Revenue | 100% | 100% | 100% | 100% |
Gross Profit | $ 154,907 | $ 127,436 | $ 303,501 | $ 320,643 |
% of Revenue | 12.10% | 14% | 9.80% | 12.30% |
Utilities | ||||
Segment reporting information | ||||
Revenue | $ 613,008 | $ 454,654 | $ 1,447,857 | $ 1,215,087 |
% of Total Revenue | 47.70% | 49.80% | 46.80% | 46.50% |
Gross Profit | $ 78,046 | $ 63,715 | $ 140,755 | $ 134,280 |
% of Revenue | 12.70% | 14% | 9.70% | 11.10% |
Energy/Renewables | ||||
Segment reporting information | ||||
Revenue | $ 600,444 | $ 351,026 | $ 1,445,843 | $ 1,038,900 |
% of Total Revenue | 46.80% | 38.40% | 46.80% | 39.80% |
Gross Profit | $ 80,135 | $ 35,926 | $ 173,209 | $ 111,825 |
% of Revenue | 13.30% | 10.20% | 12% | 10.80% |
Pipeline | ||||
Segment reporting information | ||||
Revenue | $ 70,676 | $ 107,565 | $ 197,761 | $ 359,197 |
% of Total Revenue | 5.50% | 11.80% | 6.40% | 13.70% |
Gross Profit | $ (3,274) | $ 27,795 | $ (10,463) | $ 74,538 |
% of Revenue | (4.60%) | 25.80% | (5.30%) | 20.80% |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenues and total assets by geographic area | |||||
% of Revenue | 100% | 100% | 100% | 100% | |
Non-United States | |||||
Revenues and total assets by geographic area | |||||
% of Revenue | 6.20% | 4.40% | |||
% of total assets | 4% | 3.50% |