Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 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 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Moss Adams LLP | ||
Auditor Firm ID | 659 | ||
Auditor Location | San Diego, California | ||
Entity Common Stock, Shares Outstanding | 53,135,487 | ||
Entity Central Index Key | 0001361538 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 1,157.8 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 248,692 | $ 200,512 |
Accounts receivable, net | 663,119 | 471,656 |
Contract assets | 616,224 | 423,659 |
Prepaid expenses and other current assets | 176,350 | 86,263 |
Total current assets | 1,704,385 | 1,182,090 |
Property and equipment, net | 493,859 | 433,279 |
Operating lease assets | 202,801 | 158,609 |
Deferred tax assets | 1,307 | |
Intangible assets, net | 249,381 | 171,320 |
Goodwill | 871,808 | 581,664 |
Other long-term assets | 21,786 | 15,058 |
Total assets | 3,544,020 | 2,543,327 |
Current liabilities: | ||
Accounts payable | 534,956 | 273,463 |
Contract liabilities | 275,947 | 240,412 |
Accrued liabilities | 245,837 | 174,821 |
Dividends payable | 3,187 | 3,192 |
Current portion of long-term debt | 78,137 | 67,230 |
Total current liabilities | 1,138,064 | 759,118 |
Long-term debt, net of current portion | 1,065,315 | 594,232 |
Noncurrent operating lease liabilities, net of current portion | 130,787 | 98,059 |
Deferred tax liabilities | 57,101 | 38,510 |
Other long-term liabilities | 43,915 | 63,353 |
Total liabilities | 2,435,182 | 1,553,272 |
Commitments and contingencies (See Note 12) | ||
Stockholders' equity | ||
Common stock-$0.0001 par value; 90,000,000 shares authorized; 53,124,899 and 53,194,585 issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 6 | 6 |
Additional paid-in capital | 263,771 | 261,918 |
Retained earnings | 847,681 | 727,433 |
Accumulated other comprehensive income | (2,620) | 698 |
Total stockholders' equity | 1,108,838 | 990,055 |
Total liabilities and stockholders' equity | $ 3,544,020 | $ 2,543,327 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 53,124,899 | 53,194,585 |
Common stock, shares outstanding | 53,124,899 | 53,194,585 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF INCOME | |||
Revenue | $ 4,420,599 | $ 3,497,632 | $ 3,491,497 |
Cost of revenue | 3,963,714 | 3,080,972 | 3,121,283 |
Gross profit | 456,885 | 416,660 | 370,214 |
Selling, general and administrative expenses | 281,577 | 230,110 | 202,835 |
Transaction and related costs | 20,054 | 16,399 | 3,430 |
Gain on sale and leaseback transaction | (40,084) | ||
Operating income | 195,338 | 170,151 | 163,949 |
Other income (expense): | |||
Foreign exchange gain (loss), net | 1,088 | (95) | 379 |
Other income, net | 2,072 | 299 | 1,234 |
Interest expense, net | (39,212) | (18,498) | (19,923) |
Income before provision for income taxes | 159,286 | 151,857 | 145,639 |
Provision for income taxes | (26,265) | (36,118) | (40,656) |
Net income | $ 133,021 | $ 115,739 | $ 104,983 |
Dividends per common share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 |
Earnings per share: | |||
Basic (in dollars per share) | 2.50 | 2.19 | 2.17 |
Diluted (in dollars per share) | $ 2.47 | $ 2.17 | $ 2.16 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 53,200 | 52,674 | 48,303 |
Diluted (in shares) | 53,759 | 53,161 | 48,633 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 133,021 | $ 115,739 | $ 104,983 |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustments | (3,318) | (260) | 882 |
Comprehensive income | $ 129,703 | $ 115,479 | $ 105,865 |
CONSOLIDATED STATEMENTS OF STOC
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, 2019 | $ 5 | $ 97,130 | $ 532,319 | $ 76 | $ 629,530 |
Balance (in shares) at Dec. 31, 2019 | 48,665,138 | ||||
Increase (Decrease) in Stockholders' Equity Roll Forward | |||||
Net income | 104,983 | 104,983 | |||
Foreign currency translation adjustments, net of tax | 882 | 882 | |||
Issuance of shares, net of issuance costs | 1,710 | 1,710 | |||
Issuance of shares, net of issuance costs (in shares) | 82,452 | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (572) | (572) | |||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 57,112 | ||||
Stock-based compensation | 2,274 | 2,274 | |||
Dividend equivalent Units accrued - Restricted Stock Units | 9 | (9) | |||
Purchase of stock | (11,453) | (11,453) | |||
Purchase of stock (in shares) | (694,260) | ||||
Distribution of noncontrolling entities | (1,000) | (1,000) | |||
Dividends declared | (11,562) | (11,562) | |||
Balance at Dec. 31, 2020 | $ 5 | 89,098 | 624,731 | 958 | 714,792 |
Balance (in shares) at Dec. 31, 2020 | 48,110,442 | ||||
Increase (Decrease) in Stockholders' Equity Roll Forward | |||||
Net income | 115,739 | 115,739 | |||
Foreign currency translation adjustments, net of tax | (260) | (260) | |||
Issuance of shares, net of issuance costs | $ 1 | 178,474 | 178,475 | ||
Issuance of shares, net of issuance costs (in shares) | 5,597,216 | ||||
Conversion of Restricted Stock Units, net of shares withheld for taxes | (1,398) | (1,398) | |||
Conversion of Restricted Stock Units, net of shares withheld for taxes (in shares) | 122,690 | ||||
Stock-based compensation | 10,462 | 10,462 | |||
Dividend equivalent Units accrued - Restricted Stock Units | 2 | (2) | |||
Purchase of stock | (14,720) | (14,720) | |||
Purchase of stock (in shares) | (635,763) | ||||
Distribution of noncontrolling entities | (165) | (165) | |||
Dividends declared | (12,870) | (12,870) | |||
Balance at Dec. 31, 2021 | $ 6 | 261,918 | 727,433 | 698 | 990,055 |
Balance (in shares) at Dec. 31, 2021 | 53,194,585 | ||||
Increase (Decrease) in Stockholders' Equity Roll Forward | |||||
Net income | 133,021 | 133,021 | |||
Foreign currency translation adjustments, net of tax | (3,318) | (3,318) | |||
Issuance of shares, net of issuance costs | 1,726 | 1,726 | |||
Issuance of shares, net of issuance costs (in shares) | 75,805 | ||||
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 | 7,441 | 7,441 | |||
Purchase of stock | (5,990) | (5,990) | |||
Purchase of stock (in shares) | (277,200) | ||||
Dividends declared | (12,773) | (12,773) | |||
Balance at Dec. 31, 2022 | $ 6 | $ 263,771 | $ 847,681 | $ (2,620) | $ 1,108,838 |
Balance (in shares) at Dec. 31, 2022 | 53,124,899 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||||||||||||||
Nov. 03, 2022 | Aug. 03, 2022 | May 04, 2022 | Feb. 24, 2022 | Nov. 03, 2021 | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Nov. 05, 2020 | Jul. 31, 2020 | May 01, 2020 | Feb. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.24 | $ 0.24 | $ 0.24 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 133,021 | $ 115,739 | $ 104,983 |
Adjustments to reconcile net income to net cash provided by operating activities (net of effect of acquisitions): | |||
Depreciation and amortization | 99,157 | 105,559 | 82,497 |
Stock-based compensation expense | 7,441 | 10,462 | 2,274 |
Gain on sale of property and equipment | (31,890) | (15,921) | (8,059) |
Gain on sale and leaseback transaction | (40,084) | ||
Unrealized (gain) loss on interest rate swap | (5,581) | (4,859) | 2,762 |
Other non-cash items | 277 | 1,381 | 374 |
Changes in assets and liabilities: | |||
Accounts receivable | (98,724) | 10,540 | (30,035) |
Contract assets | (118,806) | (66,999) | 19,288 |
Other current assets | (70,275) | (54,725) | 13,562 |
Net deferred tax liabilities (assets) | 14,695 | 25,564 | (5,080) |
Other long-term assets | 932 | (1,683) | 2,170 |
Accounts payable | 191,532 | 15,701 | 9,577 |
Contract liabilities | (7,869) | (29,111) | 74,791 |
Operating lease assets and liabilities, net | (505) | (2,605) | 747 |
Accrued liabilities | 5,707 | (24,700) | 20,142 |
Other long-term liabilities | 4,318 | (4,596) | 23,008 |
Net cash provided by operating activities | 83,346 | 79,747 | 313,001 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (94,690) | (133,842) | (64,357) |
Proceeds from sale of assets | 41,302 | 49,548 | 21,851 |
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 | (481,939) | (691,268) | (42,506) |
Cash flows from financing activities: | |||
Borrowings under revolving line of credit or credit facility | 188,560 | 100,000 | |
Payments on revolving line of credit or credit facility | (88,560) | (100,000) | |
Proceeds from issuance of long-term debt | 469,531 | 461,719 | 33,873 |
Payments on long-term debt | (86,769) | (113,851) | (68,884) |
Proceeds from issuance of common stock | 585 | 178,707 | 578 |
Debt issuance costs | (6,643) | (4,876) | |
Dividends paid | (12,778) | (12,565) | (11,594) |
Purchase of common stock | (5,990) | (14,720) | (11,453) |
Other | (5,893) | (8,681) | (5,343) |
Net cash provided by (used in) financing activities | 452,043 | 485,733 | (62,823) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (102) | 456 | (140) |
Net change in cash, cash equivalents and restricted cash | 53,348 | (125,332) | 207,532 |
Cash, cash equivalents and restricted cash at beginning of the year | 205,643 | 330,975 | 123,443 |
Cash, cash equivalents and restricted cash at end of the year | 258,991 | 205,643 | 330,975 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid for interest | 37,177 | 22,224 | 17,216 |
Cash paid for income taxes, net of refunds received | 3,574 | 39,256 | 26,594 |
Leased assets obtained in exchange for new operating leases | 98,127 | 17,149 | 54,803 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Dividends declared and not yet paid | $ 3,187 | $ 3,192 | $ 2,887 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Business | |
Nature of Business | Note 1—Nature of Business Organization and operations — We have longstanding customer relationships with utility, refining, petrochemical, power, midstream, and engineering companies, and state departments of transportation. We provide our services to a diversified base of customers, under a range of contracting options. A 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. Seasonality — Variability |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of presentation — and regulations of the Securities and Exchange Commission (“SEC”). References for Financial Accounting Standards Board (“FASB”) standards are made to the FASB Accounting Standards Codification (“ASC”). Principles of consolidation — Reclassification — Restricted cash — December 31, 2022 2021 a 2020 2019 Cash and cash equivalents $ 248,692 $ 200,512 $ 326,744 $ 120,286 Restricted cash included in prepaid expenses and other current assets 10,299 5,131 4,231 3,157 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 258,991 $ 205,643 $ 330,975 $ 123,443 Use of estimates — The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a construction contractor, we use estimates for costs to complete construction projects and the contract value of certain construction projects. These estimates have a direct effect on gross profit as reported in these consolidated financial statements. Actual results could materially differ from our estimates. Operating cycle — one Consequently, we have significant working capital invested in assets that may have a liquidation period extending beyond one year. We have claims receivable and retention due from various customers and others that are currently in dispute, the realization of which is subject to binding arbitration, final negotiation or litigation, all of which may extend beyond one Cash and cash equivalents — Business combinations —Business combinations are accounted for using the acquisition method of accounting. We use the fair value of the assets acquired and liabilities assumed to account for the purchase price of businesses. The determination of fair value requires estimates and judgments of future cash flow expectations to assign fair values to the identifiable tangible and intangible assets. GAAP provides a “measurement period” of up to one year in which to finalize all fair value estimates associated with the acquisition of a business. Most estimates are preliminary until the end of the measurement period. During the measurement period, any material, newly discovered information that existed at the acquisition date would be reflected as an adjustment to the initial valuations and estimates. After the measurement period, any adjustments would be recorded as a current period income or expense. Contingent Earnout Liabilities — “Other income (expense), net” Goodwill and other intangible assets — Intangibles — Goodwill and Other cost factors, overall financial performance and Company and reporting unit specific events. If deemed necessary, we use the quantitative impairment test outlined in ASC 350, which compares the fair value of a reporting unit with its carrying amount. Fair value for the goodwill impairment test is determined utilizing a discounted cash flow analysis based on our financial plan discounted using our weighted average cost of capital and market indicators of terminal year cash flows. Other valuation methods may be used to corroborate the discounted cash flow method. If the carrying amount of a reporting unit is in excess of its fair value, goodwill is considered impaired and an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill of the reporting unit. Income tax — Current income tax expense is the amount of income taxes expected to be paid for the financial results of the current year. A deferred tax liability or asset is established for the expected future tax consequences resulting from the differences in financial reporting bases and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards as set forth in ASC 740, “Income Taxes” As a result of the Tax Cuts and Jobs Act (the “Tax Act”) new taxes were created on certain foreign earnings. Namely, U.S. shareholders are now subject to a current tax on global intangible low-taxed income (“GILTI”) earned by specified foreign subsidiaries. Available guidance related to GILTI provides for an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to recognize the current tax on GILTI as an expense in the period the tax is incurred. The current tax impacts of GILTI are included in our effective tax rate. Comprehensive income — Comprehensive Income Functional currencies and foreign currency translation — “Accumulated other comprehensive income” Partnerships and joint ventures — “Consolidation” Cash concentration — Collective bargaining agreements — Multiemployer plans — Various subsidiaries are signatories to collective bargaining agreements. These agreements require that we participate in and contribute to a number of multiemployer benefit plans for our union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits and administer the plan. Federal law requires that if we were to withdraw from an agreement, we would incur a withdrawal obligation. The potential withdrawal obligation may be significant. In accordance with GAAP, any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated. We have no plans to withdraw from any agreements. Insurance — Derivative instruments and hedging activities — We recognize all derivative instruments as either assets or liabilities on the balance sheet at their respective fair values. Our use of derivatives currently consists of interest rate swap agreements. The interest rate swap agreements were entered into to improve the predictability of cash flows from interest payments related to variable rate debt for the duration of the term loan, and is not designated as a hedge for accounting purposes. Therefore, the change in the fair value of the derivative asset or liability is reflected in net income in the Consolidated Statements of Income (mark-to-market accounting). Cash flows from derivatives settled are reported as cash flow from operating activities. Accounts receivable —Accounts receivable and contract receivables are primarily with public and private companies and governmental agencies located in the United States and Canada. Credit terms for payment of products and services are extended to customers in the normal course of business. Contract receivables are generally progress billings on projects, and as a result, are short term in nature. Generally, we require no collateral from our customers, but file statutory liens or stop notices on any construction projects when collection problems are anticipated. While a project is underway, we estimate the collectability of contract amounts at the same time that we estimate project costs. As discussed in Note 5 — “Revenue” Significant revision in contract estimates — December Customer concentration Property and equipment — three We assess the recoverability of property and equipment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. We perform an analysis to determine if an impairment exists. The amount of property and equipment impairment, if any, is measured based on fair value and is charged to operations in the period in which the impairment is determined by management. For the years ended December 31, 2022, 2021 and 2020, our management has not identified any material impairment of its property and equipment. Depreciation three three basic Taxes collected from customers — Share-based payments and stock-based compensation — In May 2013, the shareholders approved and we adopted the Primoris Services Corporation 2013 Long-term Incentive Equity Plan (“Equity Plan”). Detailed discussion of shares issued under the Equity Plan are included in Note 16 — “Deferred Compensation Agreements and Stock-Based Compensation” “Stockholders’ Equity” Recently Issued Accounting Pronouncements Other new pronouncements issued but not effective until after December 31, 2022 are not expected to have a material impact on our consolidated results of operations, financial position or cash flows. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 3—Fair Value Measurements ASC 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 820, our financial assets and certain liabilities that are required to be measured at fair value at December 31, 2022 and 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 December 31, 2022: Cash and cash equivalents $ 248,692 $ — $ — Interest rate swap — 1,235 — Liabilities as of December 31, 2022: Contingent consideration — — 925 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 a 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 10 – “ 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. Fair value is determined utilizing a discounted cash flow analysis based on management’s estimate of the probability of the acquired company meeting the contractual operating performance target discounted using our weighted average cost of capital. 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 – “ Business Combinations |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations | |
Business Combinations | Note 4—Business Combinations 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 United States. The transaction directly aligns with our strategic focus on higher-growth, higher margin markets and expands our capabilities in the power delivery, communications, and gas utilities markets. The total purchase price was funded through a combination of borrowings under our term loan facility and borrowings under our revolving credit facility. The table below represents the purchase consideration and the preliminary estimated fair values of the assets acquired and liabilities assumed from PLH as of the acquisition date. Significant changes since our initial estimates reported in the third quarter of 2022 primarily relate to $18.4 million of project adjustments increasing the fair value of contract liabilities acquired, a $13.7 million reduction in the fair value of acquired intangibles, a $6.0 million reduction in deferred tax assets and a $4.9 million reduction in the fair value of fixed assets acquired. As a result of this and other adjustments to the initial estimated fair values of the assets acquired and liabilities assumed, goodwill increased by approximately $49.2 million since the third quarter of 2022. 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, 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 74,918 Contract assets 75,359 Prepaid expenses and other current assets 13,590 Property, plant and equipment 58,587 Operating lease assets 16,340 Intangible assets: Customer relationships 77,300 Tradename 11,600 Other long-term assets 6,466 Accounts payable and accrued liabilities (103,015) Contract liabilities (43,853) Long-term debt (including current portion) (3,313) Noncurrent operating lease liabilities, net of current (12,004) Deferred tax liability (5,234) Other long-term liabilities (4,136) Total identifiable net assets 205,757 Goodwill 275,736 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 $77.3 million and Tradenames of $11.6 million. The Customer relationships and Tradenames are being amortized over a weighted average useful life of 15 years and 1.9 years, respectively. For the period from August 1, 2022, the acquisition date, to December 31, 2022, PLH contributed revenue of $367.9 million and gross profit of $38.2 million. Acquisition costs related to PLH were $15.7 million for the year ended December 31, 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 B Comm, LLC On June 8, 2022 we acquired B Comm, LLC (“B Comm”) in an all-cash transaction valued at 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 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. 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 communications, regulated gas utility, and infrastructure markets. FIH furthers our strategic plan to expand our service lines, enter new markets, and grow our MSA revenue base. The transaction directly aligns with our strategy to grow in large, higher growth, higher margin markets, and expands our utility services capabilities. During the fourth quarter of 2021, we finalized the estimate of fair values of the assets acquired and liabilities assumed of FIH. The tables below represent the purchase consideration and estimated fair values of the assets acquired and liabilities assumed. Significant changes since our initial estimates reported in the first quarter of 2021 primarily relate to a $6.5 million reduction in the purchase consideration for the final working capital true-up and a $4.0 million increase in the final valuation of intangible assets. As a result of these and other adjustments to the initial estimated fair values of the assets acquired and liabilities assumed, goodwill decreased by approximately $7.2 million since the first quarter of 2021. Adjustments recorded to the estimated fair values of the assets acquired and liabilities assumed are recognized in the period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. Purchase consideration (in thousands) Total purchase consideration $ 615,249 Less cash and restricted cash acquired (10,525) Net cash paid $ 604,724 Identifiable assets acquired and liabilities assumed (in thousands) Cash and cash equivalents $ 10,525 Accounts receivable 54,337 Contract assets 32,343 Prepaid expenses and other current assets 483 Property, plant and equipment 56,128 Operating lease assets 13,105 Intangible assets: Customer relationships 122,000 Tradename 4,400 Other long-term assets 6,976 Accounts payable and accrued liabilities (29,838) Contract liabilities (2,256) Long-term debt (including current portion) (959) Noncurrent operating lease liabilities, net of current (10,975) Other long-term liabilities (7,581) Total identifiable net assets 248,688 Goodwill 366,561 Total purchase consideration $ 615,249 We incorporated the operations of FIH into our Utilities segment. Goodwill associated with the FIH acquisition principally consists of expected benefits from the expansion of our services into the communications market and the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce. Based on the current tax treatment, goodwill is expected to be deductible for income tax purposes over a 15-year period. The intangible assets acquired with the FIH acquisition consisted of Customer relationships of $122.0 million and Tradenames of $4.4 million. The Customer relationships and Tradenames are being amortized over a weighted average useful life of 19 years and one year , respectively. For the period from January 15, 2021, the acquisition date, to December 31, 2021, FIH contributed revenue of $266.6 million and gross profit of $43.6 million. Acquisition related costs were $14.6 million for the year ended December 31, 2021, and are included in “Transaction and related costs” on the Consolidated Statements of Income. Such costs primarily consisted of professional fees paid to advisors and the expense associated with the purchase of Primoris common stock by certain employees of FIH at a 15 percent discount. Supplemental Unaudited Pro Forma Information for the twelve months ended December 31, 2022 and 2021 The following pro forma information for the twelve months ended December 31, 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 primarily consisting of advisor fees and transaction bonuses payments to select PLH employees directly attributable to the acquisition; and ● the pro forma tax effect of both income before income taxes, and the pro forma adjustments, calculated using an effective tax rate of 16.5% and 23.8% for the twelve months ended December 31, 2022 and 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 and 2020, respectively. 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): Year Ended December 31, 2022 2021 (unaudited) (unaudited) Revenue $ 4,814,237 $ 4,138,778 Income before provision for income taxes 149,125 79,421 Net income 124,537 60,543 Weighted average common shares outstanding: Basic 53,200 52,674 Diluted 53,759 53,161 Earnings per share: Basic $ 2.34 $ 1.15 Diluted 2.32 1.14 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 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 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 December 31, 2022, we had $3.8 billion of remaining performance obligations. We expect to recognize approximately 61.1% of our remaining performance obligations 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 pandemics or epidemics 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 years ended December 31, 2022 and 2021, revenue recognized from performance obligations satisfied in previous periods was $3.3 million and $55.8 million, respectively. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full, including the reversal of any previously recognized profit, in the period it is identified and recognized as an “accrued loss provision” which is included in “Contract liabilities” on the Consolidated Balance Sheets. For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. At December 31, 2022, we had approximately $110.0 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 $99.2 million of the unapproved contract modifications had been recognized as revenue on a cumulative catch-up basis through December 31, 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 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): December 31, December 31, 2022 2021 Unbilled revenue $ 420,511 $ 283,767 Retention receivable 174,149 124,990 Contract materials (not yet installed) 21,564 14,902 $ 616,224 $ 423,659 Contract assets increased by $192.6 million compared to December 31, 2021 primarily due to higher unbilled revenue, including $67.6 million related to the PLH acquisition. The caption “Contract liabilities” in the Consolidated Balance Sheets represents the following: ● deferred revenue on billings in excess of contract revenue recognized to date, and ● the accrued loss provision. Contract liabilities consist of the following (in thousands): December 31, December 31, 2022 2021 Deferred revenue $ 269,853 $ 234,352 Accrued loss provision 6,094 6,060 $ 275,947 $ 240,412 Contract liabilities increased by $35.5 million compared to December 31, 2021 primarily due to increased deferred revenue, including $24.3 million related to the PLH acquisition. Revenue recognized for the years ended December 31, 2022 and 2021, that was included in the contract liability balance at the beginning of each year was approximately $220.9 million and $250.4 million, respectively. The following tables present our revenue disaggregated into various categories. MSA and Non-MSA revenue was as follows (in thousands): For the year ended December 31, 2022 Segment MSA Non-MSA Total Utilities $ 1,691,571 $ 332,736 $ 2,024,307 Energy/Renewables 212,190 1,875,299 2,087,489 Pipeline 119,226 189,577 308,803 Total $ 2,022,987 $ 2,397,612 $ 4,420,599 For the year ended December 31, 2021 Segment MSA Non-MSA Total Utilities $ 1,364,995 $ 292,962 $ 1,657,957 Energy/Renewables 166,796 1,241,415 1,408,211 Pipeline 72,058 359,406 431,464 Total $ 1,603,849 $ 1,893,783 $ 3,497,632 For the year ended December 31, 2020 Segment MSA Non-MSA Total Utilities $ 1,080,158 $ 285,477 1,365,635 Energy/Renewables 140,370 1,088,451 1,228,821 Pipeline 139,868 757,173 897,041 Total $ 1,360,396 $ 2,131,101 $ 3,491,497 Revenue by contract type was as follows (in thousands): For the year ended December 31, 2022 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 192,991 $ 1,327,379 $ 503,937 $ 2,024,307 Energy/Renewables 1,459,689 375,629 252,171 2,087,489 Pipeline 236,113 31,438 41,252 308,803 Total $ 1,888,793 $ 1,734,446 $ 797,360 $ 4,420,599 (1) Includes time and material and cost reimbursable plus fee contracts. For the year ended December 31, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 125,640 1,146,316 $ 386,001 $ 1,657,957 Energy/Renewables 802,995 307,786 297,430 1,408,211 Pipeline 324,993 3,188 103,283 431,464 Total $ 1,253,628 $ 1,457,290 $ 786,714 $ 3,497,632 (1) Includes time and material and cost reimbursable plus fee contracts. For the year ended December 31, 2020 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 130,723 $ 865,269 $ 369,643 $ 1,365,635 Energy/Renewables 375,718 340,684 512,419 1,228,821 Pipeline 518,556 310,780 67,705 897,041 Total $ 1,024,997 $ 1,516,733 $ 949,767 $ 3,491,497 (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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Property and Equipment | Note 6—Property and Equipment The following is a summary of property and equipment (in thousands): December 31, 2022 2021 Useful Life Land and buildings $ 154,596 $ 144,718 Buildings 30 Years Leasehold improvements 21,349 19,555 Various* Office equipment 23,659 20,045 3 - 5 Years Construction equipment 717,419 652,296 3 - 10 Years Solar equipment 23,552 23,552 25 years Construction in progress 26,145 22,369 966,720 882,535 Less: accumulated depreciation and amortization (472,861) (449,256) Property and equipment, net $ 493,859 $ 433,279 * Leasehold improvements are depreciated over the shorter of the life of the leasehold improvement or the lease term Depreciation expense was $78.2 million, $87.2 million and $73.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 7—Goodwill and Intangible Assets Utilities Energy/Renewables Pipeline Total Balance at December 31, 2020 $ 96,344 $ 66,344 $ 52,415 $ 215,103 Goodwill acquired during the period 366,561 — — 366,561 Balance at December 31, 2021 462,905 66,344 52,415 581,664 Goodwill acquired during the period 253,379 17,859 18,906 290,144 Balance at December 31, 2022 $ 716,284 $ 84,203 $ 71,321 $ 871,808 There were no changes in goodwill balances during the year ended December 31, 2020 and there were no impairments of goodwill for the years ended December 31, 2022, 2021 and 2020. The table below summarizes the intangible asset categories, which are generally amortized on a straight-line basis (in thousands): December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible assets, net Gross Carrying Amount Accumulated Amortization Intangible assets, net Tradenames $ 32,820 (25,611) 7,209 $ 20,440 $ (19,675) $ 765 Customer relationships 301,927 (59,755) 242,172 215,227 (44,727) 170,500 Non-compete agreements 1,900 (1,900) — 1,900 (1,845) 55 Total $ 336,647 $ (87,266) $ 249,381 $ 237,567 $ (66,247) $ 171,320 Estimated future amortization expense for intangible assets as of December 31, 2022 is as follows (in thousands): Estimated Intangible Amortization For the Years Ending December 31, Expense 2023 $ 21,868 2024 19,701 2025 17,661 2026 16,141 2027 15,604 Thereafter 158,406 $ 249,381 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | Note 8—Accounts Payable and Accrued Liabilities At December 31, 2022 and 2021, accounts payable included retention amounts of approximately $21.5 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): December 31, December 31, 2022 2021 Payroll and related employee benefits $ 114,053 $ 77,887 Current operating lease liability 72,565 61,587 Casualty insurance reserves 19,935 7,107 Corporate income taxes and other taxes 16,213 7,967 Other 23,071 20,273 $ 245,837 $ 174,821 |
Credit Arrangements
Credit Arrangements | 12 Months Ended |
Dec. 31, 2022 | |
Credit Arrangements | |
Credit Arrangements | Note 9—Credit Arrangements Long-term debt and credit facilities consist of the following at December 31 (in thousands): December 31, December 31, 2022 2021 Term loan $ 933,188 $ 520,281 Revolving credit facility 100,000 — Commercial equipment notes 98,064 107,934 Mortgage notes 20,483 37,445 Total debt 1,151,735 665,660 Unamortized debt issuance costs (8,283) (4,198) Total debt, net $ 1,143,452 $ 661,462 Less: current portion (78,137) (67,230) Long-term debt, net of current portion $ 1,065,315 $ 594,232 The weighted average interest rate on total debt outstanding at December 31, 2022 and 2021 was 6.2% and 2.8%, respectively. Scheduled maturities of long-term debt are as follows (in thousands): Year Ending December 31, 2023 $ 78,137 2024 85,229 2025 80,883 2026 65,624 2027 833,999 Thereafter 7,863 $ 1,151,735 Commercial Notes Payable and Mortgage Notes Payable From time to time, we enter into commercial equipment notes payable with various equipment finance companies and banks. At December 31, 2022, interest rates ranged from 1.60% to 5.99% per annum and maturity dates range from July 2023 through February 2027. The notes are secured by certain construction equipment. From time to time, we enter into secured mortgage notes payable with various banks. At December 31, 2021, interest rates ranged from 4.21% to 4.50% per annum and maturity dates range from January 2025 through November 2028. The notes are secured by certain real estate. 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 (“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. On January 15, 2021, we entered into the Second Amended and Restated Credit Agreement with the Administrative Agent and the Lenders, amending and restating our Credit Agreement to increase the Term Loan by $400.0 million to an aggregate principal amount of $592.5 million and to extend the maturity date of the Credit Agreement from July 9, 2023 to January 15, 2026. The proceeds from the additional borrowings under the Second Amended and Restated Credit Agreement were used to finance the acquisition of FIH. 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 December 31, 2022, commercial letters of credit outstanding were $47.3 million. In addition to the commercial letters of credit, there were $100.0 million of outstanding borrowings under the Revolving Credit Facility, and available borrowing capacity was $177.7 million at December 31, 2022. 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 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 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 December 31, 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 Term Loan from variable LIBOR to a fixed rate of 2.89% per annum, in each case plus an applicable margin, which was 2.50% at December 31, 2022. See Note 10 – “ Derivative Instruments On January 31, 2023, we entered into a second interest rate swap agreement to manage our exposure to the fluctuations in variable interest rates. The swap effectively exchanged the interest rate on $300.0 million of the debt outstanding under our New Term Loan from variable to a fixed rate of 4.095% per annum, plus an applicable margin. The interest rate swap matures on January 31, 2025. 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. The credit facility has an annual renewal and provides for the issuance of commercial letters of credit for a term of up to five years. The facility provides for an annual fee of 1.0% for any issued and outstanding commercial letters of credit. Letters of credit can be denominated in either Canadian or U.S. dollars. At December 31, 2022, commercial letters of credit outstanding were $0.7 million in Canadian dollars, and the available borrowing capacity was $3.3 million in Canadian dollars. The credit facility contains a working capital restrictive covenant for our Canadian subsidiary, OnQuest Canada, ULC. At December 31, 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 December 31, 2022, there were no outstanding borrowings under the Working Capital Credit Facility, and available borrowing capacity was $10.0 million in Canadian dollars. The Working Capital Credit Facility contains a cross default restrictive covenant where a default under our Credit Agreement will represent a default in the Working Capital Credit Facility. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments | |
Derivative Instruments | Note 10 — 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. None of our derivative instruments are used for trading purposes. Interest Rate Risk. Credit Arrangements Credit Risk. The following table summarizes the fair value of our derivative contracts included in the Consolidated Balance Sheets (in thousands): December 31, December 31, Balance Sheet Location 2022 2021 Interest rate swap Other current assets $ 1,235 $ — Interest rate swap Other long-term liabilities — 4,346 The following table summarizes the amounts recognized with respect to our derivative instruments within the Consolidated Statements of Income (in thousands): Location of (Gain) Loss Year Ended December 31, Recognized on Derivatives 2022 2021 2020 Interest rate swap Interest expense, net $ (4,078) $ (838) $ 6,203 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 11—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, net of current portion” on our Consolidated Balance Sheets. We also made an accounting policy election in which leases with an initial term of 12 months or less are not recorded on the balance sheet and lease payments are recognized in the Consolidated Statements of Income on a straight-line basis over the lease term. 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 operating lease expense are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Operating lease expense (1) $ 76,761 $ 80,974 $ 90,965 ________________________________________ (1) Includes short-term leases, which are immaterial. Our operating lease liabilities are reported on the Consolidated Balance Sheet as follows (in thousands): December 31, December 31, 2022 2021 Accrued liabilities $ 72,565 $ 61,587 Noncurrent operating lease liabilities, net of current portion 130,787 98,059 $ 203,352 $ 159,646 The future minimum lease payments under non-cancelable operating leases are as follows (in thousands):. Future Minimum For the Years Ending December 31, Lease Payments 2023 $ 78,474 2024 50,197 2025 29,463 2026 23,793 2027 18,221 Thereafter 20,839 Total lease payments $ 220,987 Less imputed interest (17,635) Total $ 203,352 Other information related to operating leases is as follows (in thousands, except lease term and discount rate): Year ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 76,313 $ 82,972 Weighted-average remaining lease term on operating leases (years) 4.07 3.32 Weighted-average discount rate on operating leases 3.71% 3.43% . 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 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 12—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 defense to the claims and believes that the reasonably possible outcome of such claims will not, individually or in the aggregate, have a materially adverse effect on our consolidated results of operations, financial condition or cash flow. Bonding |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2022 | |
Reportable Segments | |
Reportable Segments | Note 13—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 Canada and specializes in a range of services that include engineering, procurement, and construction, retrofits, highway and bridge construction, demolition, site work, soil stabilization, mass excavation, flood control, upgrades, repairs, outages, and maintenance services for entities in the renewable energy and energy storage, renewable fuels, and petroleum, refining, and petrochemical industries, as well as state departments of transportation. The Pipeline segment operates throughout the United States and specializes in a range of services, including pipeline construction and maintenance, carbon capture and storage services, pipeline facility and integrity services, installation of compressor and pump stations, and metering facilities for entities in the petroleum and petrochemical industries, as well as gas, water, and sewer utilities. All intersegment revenue and gross profit, which was immaterial, has been eliminated in the following tables. Total assets by segment is not presented as our CODM as defined by ASC 280 does not review or allocate resources based on segment assets. Segment Revenue Revenue by segment for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): For the year ended December 31, 2022 2021 2020 % of % of % of Total Total Total Segment Revenue Revenue Revenue Revenue Revenue Revenue Utilities $ 2,024,307 45.8% $ 1,657,957 47.4% $ 1,365,635 39.1% Energy/Renewables 2,087,489 47.2% 1,408,211 40.3% 1,228,821 35.2% Pipeline 308,803 7.0% 431,464 12.3% 897,041 25.7% Total $ 4,420,599 100.0% $ 3,497,632 100.0% $ 3,491,497 100.0% Segment Gross Profit Gross profit by segment for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): For the year ended December 31, 2022 2021 2020 % of % of % of Segment Segment Segment Segment Gross Profit Revenue Gross Profit Revenue Gross Profit Revenue Utilities $ 210,672 10.4% $ 186,287 11.2% $ 177,836 13.0% Energy/Renewables 252,872 12.1% 150,286 10.7% 94,919 7.7% Pipeline (6,659) (2.2%) 80,087 18.6% 97,459 10.9% Total $ 456,885 10.3% $ 416,660 11.9% $ 370,214 10.6% Geographic Region — Revenue and Total Assets The majority of our revenue is derived from customers in the United States with approximately 6.7%, 4.5% and 3.5% generated from sources outside of the United States, principally Canada, for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022 and 2021, approximately 4.2% and 3.5%, respectively of total assets were located outside of the United States. |
Multiemployer Plans
Multiemployer Plans | 12 Months Ended |
Dec. 31, 2022 | |
Multiemployer Plans | |
Multiemployer Plans | Note 14 — Multiemployer Plans Union Plans — Various subsidiaries are signatories to collective bargaining agreements. These agreements require that we participate in and contribute to a number of multiemployer benefit plans for our union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits and administer the plan. We contributed $46.2 million, $39.7 million, and $48.4 million, to multiemployer pension plans for the years ended December 31, 2022, 2021 and 2020, respectively. These costs were charged to the related construction contracts in process. Contributions during 2022 were higher than 2021 as a result of a greater number of man-hours worked by our union labor and the acquisition of PLH. The financial risks of participating in multiemployer plans are different from single-employer plans in the following respects: ● Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. ● If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. ● If a participating employer chooses to stop participating in the plan, a withdrawal liability may be created based on the unfunded vested benefits for all employees in the plan. Under U.S. legislation regarding multiemployer pension plans, an employer is required to pay an amount that represents its proportionate share of a plan’s unfunded vested benefits in the event of withdrawal from a plan or upon plan termination. During the last three years, we made annual contributions to 42 pension plans. None of the significant pension plans we contributed to below listed us in the plan’s Form 5500 as providing more than 5% of the plan’s total contributions during the years ended December 31, 2022, 2021 and 2020. Our participation in significant plans for the years ended December 31, 2022, 2021 and 2020 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three digit plan number. The “Zone Status” is based on the latest information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The “Surcharge Imposed” column includes plans in a red zone status that require a payment of a surcharge in excess of regular contributions. The next column lists the expiration date of our collective bargaining agreement related to the plan. Collective FIP/RP Bargaining EIN / Pension Protection Act Status Agreement Contributions of the Company Pension Plan Zone Status Pending / Surcharge Expiration (In Thousands) Pension Fund Name Number 2022 2021 Implemented Imposed Date 2022 2021 2020 Central Pension Fund of the International Union of Operating Engineers and Participating Employers 36-6052390/001 Green as of Green as of No No 6/4/2023 $ 5,592 $ 4,985 $ 7,734 Minnesota Laborers Pension Fund 41-6159599/001 Green as of December 31, 2021 Green as of December 31, 2020 No No 6/1/2025 3,749 3,299 3,386 Laborers Pension Trust Fund for Northern California 94-6277608/001 Green as of May 31, 2022 Green as of May 31, 2021 No No 6/30/2023 3,699 3,943 2,581 Construction Laborers Pension Trust for Southern California 43-6159056/001 Green as of December 31, 2021 Green as of December 31, 2020 No No 8/15/2023 3,595 3,254 2,844 Southern California Pipe Trades Trust Funds 51-6108443/001 Green as of December 31, 2021 Green as of December 31, 2020 No No 8/31/2026 3,268 3,456 3,312 United Association National Pension Fund 52-6152779/002 Green as of Yellow as of No No 9/30/2022 2,859 3,510 3,570 Laborers International Union of North America National Pension Fund 52-6074345/001 Green as of December 31, 2021 Green as of December 31, 2020 No No 6/1/2025 2,534 2,832 5,206 Contributions to significant plans 25,296 25,279 28,633 Contributions to other multiemployer plans 20,867 14,391 19,764 Total contributions made $ 46,163 $ 39,670 $ 48,397 |
Company Retirement Plans
Company Retirement Plans | 12 Months Ended |
Dec. 31, 2022 | |
Company Retirement Plans | |
Company Retirement Plans | Note 15—Company Retirement Plans Defined Contribution Plans — |
Deferred Compensation Agreement
Deferred Compensation Agreements and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Compensation Agreements and Stock-Based Compensation | |
Deferred Compensation Agreements and Stock-Based Compensation | Note 16—Deferred Compensation Agreements and Stock-Based Compensation Primoris Incentive Compensation Plans — one Stock-based compensation — million shares of common stock remaining available for grant. RSUs granted under the Equity Plan are documented in RSU Award Agreements which provide for a vesting schedule and require continuing employment of the individual. The RSUs are subject to earlier acceleration, termination, cancellation or forfeiture as provided in the underlying RSU Award Agreement. The table below presents the activity for 2022: Nonvested RSUs Units Weighted Average Grant Date Fair Value per Unit Balance at December 31, 2021 538,340 $ 28.96 Granted 269,324 25.22 Vested (186,334) 27.11 Forfeited (16,543) 28.12 Balance at December 31, 2022 604,787 27.88 During 2021, 434,756 RSUs were granted with a weighted-average grant date fair value per unit of $31.69. The total fair value of RSUs that vested during 2022, 2021 and 2020 was $4.5 million, $4.6 million and $0.6 million, respectively. Under guidance of ASC 718, “ Compensation — Stock Compensation The fair value of the RSUs was based on the closing market price of our common stock on the day prior to the date of the grant. Stock compensation expense for the RSUs is being amortized using the straight-line method over the service period. For the years ended December 31, 2022, 2021 and 2020, we recognized $7.4 million, $10.5 million, and $2.3 million, respectively, in compensation expense. At December 31, 2022, approximately $9.7 million of unrecognized compensation expense remains for the RSUs, which will be recognized over a weighted average period of 1.77 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 17—Income Taxes Income before provision for income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 133,564 $ 140,307 $ 140,346 Foreign 25,722 11,550 5,293 Total $ 159,286 $ 151,857 $ 145,639 The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current provision Federal $ 5,412 $ 3,678 $ 37,315 State 2,117 4,471 6,680 Foreign 4,041 2,405 1,741 11,570 10,554 45,736 Deferred provision (benefit) Federal 12,645 22,607 (3,207) State (428) 2,372 (1,064) Foreign 2,478 585 (809) 14,695 25,564 (5,080) Total $ 26,265 $ 36,118 $ 40,656 A reconciliation of income tax expense compared to the amount of income tax expense that would result by applying the U.S. federal statutory income tax rate to pre-tax income is as follows: Year Ended December 31, 2022 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal income tax impact 0.8 3.9 3.1 Tax credits (1.9) (1.1) (0.8) Income taxed at rates greater than U.S. 0.6 0.2 0.2 Nondeductible meals & entertainment 0.5 0.2 3.3 Nondeductible compensation 0.4 0.3 0.3 Capital loss utilization - release of valuation allowance (5.8) 0.0 0.0 Other items 0.9 (0.7) 0.8 Effective tax rate 16.5 % 23.8 % 27.9 % The provision for income taxes has been determined based upon the tax laws and rates in the countries in which we operate. Our operations in the United States are subject to federal income tax rates of 21% and varying state income tax rates. Our principal international operations are in Canada. Our subsidiaries in Canada are subject to a corporate income tax rate of 23%. We did not have any non-taxable foreign earnings from tax holidays for taxable years 2020 through 2022. Deferred taxes are recognized for temporary differences between the financial reporting bases and tax bases of assets and liabilities and are measured using enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based upon consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income, the length of the tax asset carryforward periods, and tax planning strategies. The tax effect of temporary differences that give rise to deferred income taxes are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Accrued compensation $ 9,685 $ 4,178 Accrued workers compensation 2,949 3,252 Net operating losses 46,843 36,517 Capital loss carryforward — 9,776 Lease liabilities 36,372 30,461 Insurance reserves 5,200 4,555 Loss reserves 1,555 2,163 Tax credits 1,069 1,540 Deferred payroll tax — 5,404 Prepaid expenses and other 1,963 — Capitalized research 5,127 — Other 1,447 2,394 Total deferred tax assets 112,210 100,240 Deferred tax liabilities Depreciation and amortization (119,081) (84,371) Prepaid expenses and other (285) (796) Lease assets (36,865) (31,069) Total deferred tax liabilities (156,231) (116,236) Valuation allowance (13,080) (21,207) Net deferred tax liabilities $ (57,101) $ (37,203) As of December 31, 2022, we have recorded a deferred tax asset of $46.8 million reflecting the tax benefit of approximately $450.6 million of federal and state income tax net operating loss carryforwards, some of which were acquired in the acquisitions of PLH and other companies. Our tax credits of $1.1 million generally expire between 10 and 20 years after they are generated. Our U.S. federal net operating losses expire beginning in 2031, and our state net operating losses generally expire 20 years after the period in which the losses were incurred. The valuation allowances for deferred income tax assets at December 31, 2022 and 2021 were $13.1 million and $21.2 million, respectively. The $8.1 million decrease in valuation allowances during 2022 was primarily due to the release of the valuation allowance on capital losses and the write-off of Australian net operating losses, partially offset by an increase in valuation allowances on state tax net operating losses acquired from PLH. These remaining valuation allowances relate to state net operating loss carryforwards and foreign tax credits. The valuation allowances were established primarily as a result of uncertainty in Primoris’ outlook as to the amount and character of future taxable income required in particular tax jurisdictions in order to utilize certain tax losses, considering also the tax regulations which limit the annual utilization of acquired losses. Primoris believes it is more likely than not that it will realize the benefit of its deferred tax assets net of existing valuation allowances. A reconciliation of the beginning, ending and aggregate changes in the gross balances of unrecognized tax benefits is as follows (in thousands): December 31, 2022 2021 2020 Beginning balance $ 1,337 $ 1,553 $ 815 Increases in balances for tax positions taken during the current year 120 288 377 Increases in balances for tax positions taken during prior years 9,204 83 717 Settlements and effective settlements with tax authorities — (416) (158) Lapse of statute of limitations (465) (171) (198) Total $ 10,196 $ 1,337 $ 1,553 We recognize accrued interest and penalties related to uncertain tax positions in income tax expense, which were not material for the three years presented. We believe it is reasonably possible that decreases of up to $0.2 million of unrecognized tax benefits could occur in the next twelve months due to the expiration of statutes of limitation and settlements with tax authorities. Our federal income tax returns are generally no longer subject to examination for tax years before 2019. The statutes of limitation of state and foreign jurisdictions generally vary between 3 to 5 years. Accordingly, our state and foreign income tax returns are generally no longer subject to examination for tax years before 2017. 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 during part of 2020 as allowed under the CARES Act. This deferral was $21.7 million and $42.1 million at December 31, 2022 and 2021, respectively and is included in Accrued liabilities and Other long-term liabilities on our Consolidated Balance Sheet. Half of the tax deferral was paid to the U.S. Treasury on January 3, 2022, and the other half was paid on January 3, 2023. ASU No. 2013-11, "Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, requires certain unrecognized tax benefits to be shown as a reduction to another asset or liability. Accordingly, this resulted in a decrease to the December 31, 2022, income tax receivable of $6.3 million. |
Dividends and Earnings Per Shar
Dividends and Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Dividends and Earnings Per Share | |
Dividends and Earnings Per Share | Note 18—Dividends and Earnings Per Share Declaration Date Record Date Date Paid Amount Per Share February 21, 2020 March 31, 2020 April 15, 2020 $ 0.06 May 1, 2020 June 30, 2020 July 15, 2020 0.06 July 31, 2020 September 30, 2020 October 15, 2020 0.06 November 5, 2020 December 31, 2020 January 15, 2021 0.06 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 November 3, 2022 December 31, 2022 January 13, 2023 0.06 The table below presents the computation of basic and diluted earnings per share for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): Year Ended December 31, 2022 2021 2020 Numerator: Net income $ 133,021 $ 115,739 $ 104,983 Denominator: Weighted average shares for computation of basic earnings per share: 53,200 52,674 48,303 Dilutive effect of shares issued to independent directors 4 3 5 Dilutive effect of RSUs 555 484 325 Weighted average shares for computation of diluted earnings per share 53,759 53,161 48,633 Earnings per share: Basic $ 2.50 $ 2.19 $ 2.17 Diluted $ 2.47 $ 2.17 $ 2.16 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 19—Stockholders’ Equity Preferred Stock We are authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. No shares of Preferred Stock were outstanding at December 31, 2022 and 2021. Common Stock We are authorized to issue 90,000,000 shares of $0.0001 par value common stock, of which 53,124,899 and 53,194,585 shares were issued outstanding We issued 23,782 shares of common stock in 2022, 25,987 shares of common stock in 2021, and 34,524 shares of common stock in 2020 under our LTR Plan. The shares were purchased by the participants in the LTR Plan with payments made to us of $0.6 million in 2022, $0.5 million in 2021, and $0.6 million in 2020. Our LTR Plan for managers and executives allows participants to use a portion of their annual bonus amount to purchase our common stock at a discount from the market price. The shares purchased in 2022, 2021 and 2020 were for bonus amounts earned in 2021, 2020 and 2019 and the number of shares was calculated at 75% of the average closing price for December of the previous year. During the years ended December 31, 2022, 2021, and 2020, we issued 42,080, 32,920, and 47,928 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. The shares were fully vested upon issuance and have a one-year trading restriction. During the years ended December 31, 2022, 2021, and 2020 131,709, 122,690, and 57,112 RSUs, net of forfeitures for tax withholdings, respectively, were converted to common stock. In connection with the acquisition of FIH, we offered certain FIH employees the option to purchase shares of our common stock at a 15 percent discount of the closing market price of our common stock on the date of the acquisition. During the year ended December 31, 2021, such employees purchased 1,038,309 shares of common stock, net of forfeitures for tax withholdings, with payment made to us of $28.9 million, resulting in the recognition of $5.1 million in stock compensation expense included in Transaction and related costs in the Consolidated Statement of Income. 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. In 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 $.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 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 year ended December 31, 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. During the year ended December 31, 2021, we purchased and cancelled 635,763 shares of common stock, which in the aggregate equaled $14.7 million at an average share price of $23.15. As of December 31, 2022, we had $19.0 million remaining for purchase under the share purchase program and the plan expires on December 31, 2023. In February 2020, our Board of Directors authorized a $25.0 million share purchase program. Under the share purchase program, we could, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. During the year ended December 31, 2020, we purchased and cancelled 694,260 shares of common stock, which in the aggregate equaled $11.5 million at an average share price of $16.50. The share purchase plan expired on December 31, 2020. |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Selected Quarterly Financial Information (Unaudited) | |
Selected Quarterly Financial Information (Unaudited) | Note 20—Selected Quarterly Financial Information (Unaudited) Selected unaudited quarterly consolidated financial information is presented in the following tables (in thousands, except per share amounts): Year Ended December 31, 2022 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Revenue $ 784,384 $ 1,022,948 $ 1,284,128 $ 1,329,139 Gross profit 56,486 92,109 154,907 153,383 Net (loss) income (1,674) 50,154 43,040 41,501 Earnings per share: Basic (loss) earnings per share $ (0.03) $ 0.94 $ 0.81 $ 0.78 Diluted (loss) earnings per share (0.03) 0.93 0.80 0.77 Weighted average shares outstanding Basic 53,240 53,263 53,181 53,120 Diluted 53,240 53,852 53,748 53,711 Year Ended December 31, 2021 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Revenue $ 818,329 $ 881,610 $ 913,245 $ 884,448 Gross profit 80,181 113,026 127,436 96,017 Net (loss) income 5,848 36,295 44,056 29,540 Earnings per share: Basic earnings per share $ 0.12 $ 0.68 $ 0.82 $ 0.55 Diluted earnings per share 0.12 0.67 0.81 0.55 Weighted average shares outstanding Basic 49,503 53,729 53,769 53,625 Diluted 50,026 54,285 54,367 54,172 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation — and regulations of the Securities and Exchange Commission (“SEC”). References for Financial Accounting Standards Board (“FASB”) standards are made to the FASB Accounting Standards Codification (“ASC”). |
Principles of consolidation | Principles of consolidation — |
Reclassification | Reclassification — |
Restricted cash | Restricted cash — December 31, 2022 2021 a 2020 2019 Cash and cash equivalents $ 248,692 $ 200,512 $ 326,744 $ 120,286 Restricted cash included in prepaid expenses and other current assets 10,299 5,131 4,231 3,157 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 258,991 $ 205,643 $ 330,975 $ 123,443 |
Use of estimates | Use of estimates — The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a construction contractor, we use estimates for costs to complete construction projects and the contract value of certain construction projects. These estimates have a direct effect on gross profit as reported in these consolidated financial statements. Actual results could materially differ from our estimates. |
Operating cycle | Operating cycle — one Consequently, we have significant working capital invested in assets that may have a liquidation period extending beyond one year. We have claims receivable and retention due from various customers and others that are currently in dispute, the realization of which is subject to binding arbitration, final negotiation or litigation, all of which may extend beyond one |
Cash and cash equivalents | Cash and cash equivalents — |
Business combinations | Business combinations —Business combinations are accounted for using the acquisition method of accounting. We use the fair value of the assets acquired and liabilities assumed to account for the purchase price of businesses. The determination of fair value requires estimates and judgments of future cash flow expectations to assign fair values to the identifiable tangible and intangible assets. GAAP provides a “measurement period” of up to one year in which to finalize all fair value estimates associated with the acquisition of a business. Most estimates are preliminary until the end of the measurement period. During the measurement period, any material, newly discovered information that existed at the acquisition date would be reflected as an adjustment to the initial valuations and estimates. After the measurement period, any adjustments would be recorded as a current period income or expense. |
Contingent Earnout Liabilities | Contingent Earnout Liabilities — “Other income (expense), net” |
Goodwill and other intangible assets | Goodwill and other intangible assets — Intangibles — Goodwill and Other cost factors, overall financial performance and Company and reporting unit specific events. If deemed necessary, we use the quantitative impairment test outlined in ASC 350, which compares the fair value of a reporting unit with its carrying amount. Fair value for the goodwill impairment test is determined utilizing a discounted cash flow analysis based on our financial plan discounted using our weighted average cost of capital and market indicators of terminal year cash flows. Other valuation methods may be used to corroborate the discounted cash flow method. If the carrying amount of a reporting unit is in excess of its fair value, goodwill is considered impaired and an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill of the reporting unit. |
Income tax | Income tax — Current income tax expense is the amount of income taxes expected to be paid for the financial results of the current year. A deferred tax liability or asset is established for the expected future tax consequences resulting from the differences in financial reporting bases and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards as set forth in ASC 740, “Income Taxes” As a result of the Tax Cuts and Jobs Act (the “Tax Act”) new taxes were created on certain foreign earnings. Namely, U.S. shareholders are now subject to a current tax on global intangible low-taxed income (“GILTI”) earned by specified foreign subsidiaries. Available guidance related to GILTI provides for an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to recognize the current tax on GILTI as an expense in the period the tax is incurred. The current tax impacts of GILTI are included in our effective tax rate. |
Comprehensive income | Comprehensive income — Comprehensive Income |
Functional currencies and foreign currency translation | Functional currencies and foreign currency translation — “Accumulated other comprehensive income” |
Partnerships and joint ventures | Partnerships and joint ventures — “Consolidation” |
Cash concentration | Cash concentration — |
Collective bargaining agreements | Collective bargaining agreements — |
Multiemployer plans | Multiemployer plans — Various subsidiaries are signatories to collective bargaining agreements. These agreements require that we participate in and contribute to a number of multiemployer benefit plans for our union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits and administer the plan. Federal law requires that if we were to withdraw from an agreement, we would incur a withdrawal obligation. The potential withdrawal obligation may be significant. In accordance with GAAP, any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated. We have no plans to withdraw from any agreements. |
Insurance | Insurance — |
Derivative instruments and hedging activities | Derivative instruments and hedging activities — We recognize all derivative instruments as either assets or liabilities on the balance sheet at their respective fair values. Our use of derivatives currently consists of interest rate swap agreements. The interest rate swap agreements were entered into to improve the predictability of cash flows from interest payments related to variable rate debt for the duration of the term loan, and is not designated as a hedge for accounting purposes. Therefore, the change in the fair value of the derivative asset or liability is reflected in net income in the Consolidated Statements of Income (mark-to-market accounting). Cash flows from derivatives settled are reported as cash flow from operating activities. |
Accounts receivable | Accounts receivable —Accounts receivable and contract receivables are primarily with public and private companies and governmental agencies located in the United States and Canada. Credit terms for payment of products and services are extended to customers in the normal course of business. Contract receivables are generally progress billings on projects, and as a result, are short term in nature. Generally, we require no collateral from our customers, but file statutory liens or stop notices on any construction projects when collection problems are anticipated. While a project is underway, we estimate the collectability of contract amounts at the same time that we estimate project costs. As discussed in Note 5 — “Revenue” |
Significant revision in contract estimates | Significant revision in contract estimates — December |
Customer concentration | Customer concentration |
Property and equipment | Property and equipment — three We assess the recoverability of property and equipment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. We perform an analysis to determine if an impairment exists. The amount of property and equipment impairment, if any, is measured based on fair value and is charged to operations in the period in which the impairment is determined by management. For the years ended December 31, 2022, 2021 and 2020, our management has not identified any material impairment of its property and equipment. |
Depreciation | Depreciation three three basic |
Taxes collected from customers | Taxes collected from customers — |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Other new pronouncements issued but not effective until after December 31, 2022 are not expected to have a material impact on our consolidated results of operations, financial position or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the totals of such amounts shown in the Consolidated Statements of Cash Flows (in thousands): December 31, 2022 2021 a 2020 2019 Cash and cash equivalents $ 248,692 $ 200,512 $ 326,744 $ 120,286 Restricted cash included in prepaid expenses and other current assets 10,299 5,131 4,231 3,157 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 258,991 $ 205,643 $ 330,975 $ 123,443 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 820, our financial assets and certain liabilities that are required to be measured at fair value at December 31, 2022 and 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 December 31, 2022: Cash and cash equivalents $ 248,692 $ — $ — Interest rate swap — 1,235 — Liabilities as of December 31, 2022: Contingent consideration — — 925 Assets as of December 31, 2021: Cash and cash equivalents 200,512 — — Liabilities as of December 31, 2021: Interest rate swap $ — $ 4,346 $ — |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 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 74,918 Contract assets 75,359 Prepaid expenses and other current assets 13,590 Property, plant and equipment 58,587 Operating lease assets 16,340 Intangible assets: Customer relationships 77,300 Tradename 11,600 Other long-term assets 6,466 Accounts payable and accrued liabilities (103,015) Contract liabilities (43,853) Long-term debt (including current portion) (3,313) Noncurrent operating lease liabilities, net of current (12,004) Deferred tax liability (5,234) Other long-term liabilities (4,136) Total identifiable net assets 205,757 Goodwill 275,736 Total purchase consideration $ 481,493 |
PLH and FIH | |
Acquisitions | |
Schedule of pro forma results | (in thousands, except per share amounts): Year Ended December 31, 2022 2021 (unaudited) (unaudited) Revenue $ 4,814,237 $ 4,138,778 Income before provision for income taxes 149,125 79,421 Net income 124,537 60,543 Weighted average common shares outstanding: Basic 53,200 52,674 Diluted 53,759 53,161 Earnings per share: Basic $ 2.34 $ 1.15 Diluted 2.32 1.14 |
FIH | |
Acquisitions | |
Summary of the cash paid for acquisitions | Purchase consideration (in thousands) Total purchase consideration $ 615,249 Less cash and restricted cash acquired (10,525) Net cash paid $ 604,724 |
Summary of the identifiable assets acquired and liabilities assumed | Identifiable assets acquired and liabilities assumed (in thousands) Cash and cash equivalents $ 10,525 Accounts receivable 54,337 Contract assets 32,343 Prepaid expenses and other current assets 483 Property, plant and equipment 56,128 Operating lease assets 13,105 Intangible assets: Customer relationships 122,000 Tradename 4,400 Other long-term assets 6,976 Accounts payable and accrued liabilities (29,838) Contract liabilities (2,256) Long-term debt (including current portion) (959) Noncurrent operating lease liabilities, net of current (10,975) Other long-term liabilities (7,581) Total identifiable net assets 248,688 Goodwill 366,561 Total purchase consideration $ 615,249 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue | |
Schedule of contract assets | Contract assets consist of the following (in thousands): December 31, December 31, 2022 2021 Unbilled revenue $ 420,511 $ 283,767 Retention receivable 174,149 124,990 Contract materials (not yet installed) 21,564 14,902 $ 616,224 $ 423,659 |
Schedule of contract liabilities | Contract liabilities consist of the following (in thousands): December 31, December 31, 2022 2021 Deferred revenue $ 269,853 $ 234,352 Accrued loss provision 6,094 6,060 $ 275,947 $ 240,412 |
Schedule of revenue disaggregation by various categories | MSA and Non-MSA revenue was as follows (in thousands): For the year ended December 31, 2022 Segment MSA Non-MSA Total Utilities $ 1,691,571 $ 332,736 $ 2,024,307 Energy/Renewables 212,190 1,875,299 2,087,489 Pipeline 119,226 189,577 308,803 Total $ 2,022,987 $ 2,397,612 $ 4,420,599 For the year ended December 31, 2021 Segment MSA Non-MSA Total Utilities $ 1,364,995 $ 292,962 $ 1,657,957 Energy/Renewables 166,796 1,241,415 1,408,211 Pipeline 72,058 359,406 431,464 Total $ 1,603,849 $ 1,893,783 $ 3,497,632 For the year ended December 31, 2020 Segment MSA Non-MSA Total Utilities $ 1,080,158 $ 285,477 1,365,635 Energy/Renewables 140,370 1,088,451 1,228,821 Pipeline 139,868 757,173 897,041 Total $ 1,360,396 $ 2,131,101 $ 3,491,497 Revenue by contract type was as follows (in thousands): For the year ended December 31, 2022 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 192,991 $ 1,327,379 $ 503,937 $ 2,024,307 Energy/Renewables 1,459,689 375,629 252,171 2,087,489 Pipeline 236,113 31,438 41,252 308,803 Total $ 1,888,793 $ 1,734,446 $ 797,360 $ 4,420,599 (1) Includes time and material and cost reimbursable plus fee contracts. For the year ended December 31, 2021 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 125,640 1,146,316 $ 386,001 $ 1,657,957 Energy/Renewables 802,995 307,786 297,430 1,408,211 Pipeline 324,993 3,188 103,283 431,464 Total $ 1,253,628 $ 1,457,290 $ 786,714 $ 3,497,632 (1) Includes time and material and cost reimbursable plus fee contracts. For the year ended December 31, 2020 Segment Fixed-price Unit-price Cost reimbursable (1) Total Utilities $ 130,723 $ 865,269 $ 369,643 $ 1,365,635 Energy/Renewables 375,718 340,684 512,419 1,228,821 Pipeline 518,556 310,780 67,705 897,041 Total $ 1,024,997 $ 1,516,733 $ 949,767 $ 3,491,497 (1) Includes time and material and cost reimbursable plus fee contracts. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Summary of property and equipment | The following is a summary of property and equipment (in thousands): December 31, 2022 2021 Useful Life Land and buildings $ 154,596 $ 144,718 Buildings 30 Years Leasehold improvements 21,349 19,555 Various* Office equipment 23,659 20,045 3 - 5 Years Construction equipment 717,419 652,296 3 - 10 Years Solar equipment 23,552 23,552 25 years Construction in progress 26,145 22,369 966,720 882,535 Less: accumulated depreciation and amortization (472,861) (449,256) Property and equipment, net $ 493,859 $ 433,279 * Leasehold improvements are depreciated over the shorter of the life of the leasehold improvement or the lease term |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets | |
Schedule of goodwill by reporting unit | The change in goodwill by segment for 2022 and 2021 was as follows (in thousands): Utilities Energy/Renewables Pipeline Total Balance at December 31, 2020 $ 96,344 $ 66,344 $ 52,415 $ 215,103 Goodwill acquired during the period 366,561 — — 366,561 Balance at December 31, 2021 462,905 66,344 52,415 581,664 Goodwill acquired during the period 253,379 17,859 18,906 290,144 Balance at December 31, 2022 $ 716,284 $ 84,203 $ 71,321 $ 871,808 |
Summary of intangible asset categories, amounts and the average amortization periods | The table below summarizes the intangible asset categories, which are generally amortized on a straight-line basis (in thousands): December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible assets, net Gross Carrying Amount Accumulated Amortization Intangible assets, net Tradenames $ 32,820 (25,611) 7,209 $ 20,440 $ (19,675) $ 765 Customer relationships 301,927 (59,755) 242,172 215,227 (44,727) 170,500 Non-compete agreements 1,900 (1,900) — 1,900 (1,845) 55 Total $ 336,647 $ (87,266) $ 249,381 $ 237,567 $ (66,247) $ 171,320 |
Schedule of estimated future amortization expense for intangible assets | Estimated future amortization expense for intangible assets as of December 31, 2022 is as follows (in thousands): Estimated Intangible Amortization For the Years Ending December 31, Expense 2023 $ 21,868 2024 19,701 2025 17,661 2026 16,141 2027 15,604 Thereafter 158,406 $ 249,381 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities | |
Summary of accrued liabilities | The following is a summary of accrued liabilities (in thousands): December 31, December 31, 2022 2021 Payroll and related employee benefits $ 114,053 $ 77,887 Current operating lease liability 72,565 61,587 Casualty insurance reserves 19,935 7,107 Corporate income taxes and other taxes 16,213 7,967 Other 23,071 20,273 $ 245,837 $ 174,821 |
Credit Arrangements (Tables)
Credit Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Credit Arrangements | |
Schedule of long-term debt and credit facilities | Long-term debt and credit facilities consist of the following at December 31 (in thousands): December 31, December 31, 2022 2021 Term loan $ 933,188 $ 520,281 Revolving credit facility 100,000 — Commercial equipment notes 98,064 107,934 Mortgage notes 20,483 37,445 Total debt 1,151,735 665,660 Unamortized debt issuance costs (8,283) (4,198) Total debt, net $ 1,143,452 $ 661,462 Less: current portion (78,137) (67,230) Long-term debt, net of current portion $ 1,065,315 $ 594,232 |
Schedule of maturities of long-term debt | Scheduled maturities of long-term debt are as follows (in thousands): Year Ending December 31, 2023 $ 78,137 2024 85,229 2025 80,883 2026 65,624 2027 833,999 Thereafter 7,863 $ 1,151,735 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets (in thousands): December 31, December 31, Balance Sheet Location 2022 2021 Interest rate swap Other current assets $ 1,235 $ — Interest rate swap Other long-term liabilities — 4,346 |
Schedule of derivative instruments within the Condensed Consolidated Statements of Income | The following table summarizes the amounts recognized with respect to our derivative instruments within the Consolidated Statements of Income (in thousands): Location of (Gain) Loss Year Ended December 31, Recognized on Derivatives 2022 2021 2020 Interest rate swap Interest expense, net $ (4,078) $ (838) $ 6,203 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Summary of components of lease expense | The components of operating lease expense are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Operating lease expense (1) $ 76,761 $ 80,974 $ 90,965 ________________________________________ (1) Includes short-term leases, which are immaterial. |
Summary of operating lease liabilities | Our operating lease liabilities are reported on the Consolidated Balance Sheet as follows (in thousands): December 31, December 31, 2022 2021 Accrued liabilities $ 72,565 $ 61,587 Noncurrent operating lease liabilities, net of current portion 130,787 98,059 $ 203,352 $ 159,646 |
Summary of future minimum lease payments under non-cancelable operating leases | December 31, December 31, 2022 2021 Accrued liabilities $ 72,565 $ 61,587 Noncurrent operating lease liabilities, net of current portion 130,787 98,059 $ 203,352 $ 159,646 |
Summary of other information related to operating leases | Other information related to operating leases is as follows (in thousands, except lease term and discount rate): Year ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 76,313 $ 82,972 Weighted-average remaining lease term on operating leases (years) 4.07 3.32 Weighted-average discount rate on operating leases 3.71% 3.43% |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reportable Segments | |
Schedule of revenue and gross profit by segment | Segment Revenue Revenue by segment for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): For the year ended December 31, 2022 2021 2020 % of % of % of Total Total Total Segment Revenue Revenue Revenue Revenue Revenue Revenue Utilities $ 2,024,307 45.8% $ 1,657,957 47.4% $ 1,365,635 39.1% Energy/Renewables 2,087,489 47.2% 1,408,211 40.3% 1,228,821 35.2% Pipeline 308,803 7.0% 431,464 12.3% 897,041 25.7% Total $ 4,420,599 100.0% $ 3,497,632 100.0% $ 3,491,497 100.0% Segment Gross Profit Gross profit by segment for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): For the year ended December 31, 2022 2021 2020 % of % of % of Segment Segment Segment Segment Gross Profit Revenue Gross Profit Revenue Gross Profit Revenue Utilities $ 210,672 10.4% $ 186,287 11.2% $ 177,836 13.0% Energy/Renewables 252,872 12.1% 150,286 10.7% 94,919 7.7% Pipeline (6,659) (2.2%) 80,087 18.6% 97,459 10.9% Total $ 456,885 10.3% $ 416,660 11.9% $ 370,214 10.6% |
Multiemployer Plans (Tables)
Multiemployer Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Multiemployer Plans | |
Schedule of the entity's contributions to different pension funds | Collective FIP/RP Bargaining EIN / Pension Protection Act Status Agreement Contributions of the Company Pension Plan Zone Status Pending / Surcharge Expiration (In Thousands) Pension Fund Name Number 2022 2021 Implemented Imposed Date 2022 2021 2020 Central Pension Fund of the International Union of Operating Engineers and Participating Employers 36-6052390/001 Green as of Green as of No No 6/4/2023 $ 5,592 $ 4,985 $ 7,734 Minnesota Laborers Pension Fund 41-6159599/001 Green as of December 31, 2021 Green as of December 31, 2020 No No 6/1/2025 3,749 3,299 3,386 Laborers Pension Trust Fund for Northern California 94-6277608/001 Green as of May 31, 2022 Green as of May 31, 2021 No No 6/30/2023 3,699 3,943 2,581 Construction Laborers Pension Trust for Southern California 43-6159056/001 Green as of December 31, 2021 Green as of December 31, 2020 No No 8/15/2023 3,595 3,254 2,844 Southern California Pipe Trades Trust Funds 51-6108443/001 Green as of December 31, 2021 Green as of December 31, 2020 No No 8/31/2026 3,268 3,456 3,312 United Association National Pension Fund 52-6152779/002 Green as of Yellow as of No No 9/30/2022 2,859 3,510 3,570 Laborers International Union of North America National Pension Fund 52-6074345/001 Green as of December 31, 2021 Green as of December 31, 2020 No No 6/1/2025 2,534 2,832 5,206 Contributions to significant plans 25,296 25,279 28,633 Contributions to other multiemployer plans 20,867 14,391 19,764 Total contributions made $ 46,163 $ 39,670 $ 48,397 |
Deferred Compensation Agreeme_2
Deferred Compensation Agreements and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Compensation Agreements and Stock-Based Compensation | |
Schedule of units activity | Nonvested RSUs Units Weighted Average Grant Date Fair Value per Unit Balance at December 31, 2021 538,340 $ 28.96 Granted 269,324 25.22 Vested (186,334) 27.11 Forfeited (16,543) 28.12 Balance at December 31, 2022 604,787 27.88 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of domestic and foreign components of income before income taxes | Income before provision for income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 133,564 $ 140,307 $ 140,346 Foreign 25,722 11,550 5,293 Total $ 159,286 $ 151,857 $ 145,639 |
Schedule of components of the provision for income taxes | The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current provision Federal $ 5,412 $ 3,678 $ 37,315 State 2,117 4,471 6,680 Foreign 4,041 2,405 1,741 11,570 10,554 45,736 Deferred provision (benefit) Federal 12,645 22,607 (3,207) State (428) 2,372 (1,064) Foreign 2,478 585 (809) 14,695 25,564 (5,080) Total $ 26,265 $ 36,118 $ 40,656 |
Schedule of reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | Year Ended December 31, 2022 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal income tax impact 0.8 3.9 3.1 Tax credits (1.9) (1.1) (0.8) Income taxed at rates greater than U.S. 0.6 0.2 0.2 Nondeductible meals & entertainment 0.5 0.2 3.3 Nondeductible compensation 0.4 0.3 0.3 Capital loss utilization - release of valuation allowance (5.8) 0.0 0.0 Other items 0.9 (0.7) 0.8 Effective tax rate 16.5 % 23.8 % 27.9 % |
Schedule of tax effect of temporary differences that give rise to deferred income taxes | The tax effect of temporary differences that give rise to deferred income taxes are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Accrued compensation $ 9,685 $ 4,178 Accrued workers compensation 2,949 3,252 Net operating losses 46,843 36,517 Capital loss carryforward — 9,776 Lease liabilities 36,372 30,461 Insurance reserves 5,200 4,555 Loss reserves 1,555 2,163 Tax credits 1,069 1,540 Deferred payroll tax — 5,404 Prepaid expenses and other 1,963 — Capitalized research 5,127 — Other 1,447 2,394 Total deferred tax assets 112,210 100,240 Deferred tax liabilities Depreciation and amortization (119,081) (84,371) Prepaid expenses and other (285) (796) Lease assets (36,865) (31,069) Total deferred tax liabilities (156,231) (116,236) Valuation allowance (13,080) (21,207) Net deferred tax liabilities $ (57,101) $ (37,203) |
Schedule of reconciliation of the beginning and ending amounts and aggregate changes in the balance of unrecognized tax benefits | A reconciliation of the beginning, ending and aggregate changes in the gross balances of unrecognized tax benefits is as follows (in thousands): December 31, 2022 2021 2020 Beginning balance $ 1,337 $ 1,553 $ 815 Increases in balances for tax positions taken during the current year 120 288 377 Increases in balances for tax positions taken during prior years 9,204 83 717 Settlements and effective settlements with tax authorities — (416) (158) Lapse of statute of limitations (465) (171) (198) Total $ 10,196 $ 1,337 $ 1,553 |
Dividends and Earnings Per Sh_2
Dividends and Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Dividends and Earnings Per Share | |
Schedule of cash dividends paid or declared | Declaration Date Record Date Date Paid Amount Per Share February 21, 2020 March 31, 2020 April 15, 2020 $ 0.06 May 1, 2020 June 30, 2020 July 15, 2020 0.06 July 31, 2020 September 30, 2020 October 15, 2020 0.06 November 5, 2020 December 31, 2020 January 15, 2021 0.06 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 November 3, 2022 December 31, 2022 January 13, 2023 0.06 |
Schedule of computation of basic and diluted earnings per share | The table below presents the computation of basic and diluted earnings per share for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): Year Ended December 31, 2022 2021 2020 Numerator: Net income $ 133,021 $ 115,739 $ 104,983 Denominator: Weighted average shares for computation of basic earnings per share: 53,200 52,674 48,303 Dilutive effect of shares issued to independent directors 4 3 5 Dilutive effect of RSUs 555 484 325 Weighted average shares for computation of diluted earnings per share 53,759 53,161 48,633 Earnings per share: Basic $ 2.50 $ 2.19 $ 2.17 Diluted $ 2.47 $ 2.17 $ 2.16 |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Selected Quarterly Financial Information (Unaudited) | |
Schedule of selected unaudited quarterly consolidated financial information | Selected unaudited quarterly consolidated financial information is presented in the following tables (in thousands, except per share amounts): Year Ended December 31, 2022 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Revenue $ 784,384 $ 1,022,948 $ 1,284,128 $ 1,329,139 Gross profit 56,486 92,109 154,907 153,383 Net (loss) income (1,674) 50,154 43,040 41,501 Earnings per share: Basic (loss) earnings per share $ (0.03) $ 0.94 $ 0.81 $ 0.78 Diluted (loss) earnings per share (0.03) 0.93 0.80 0.77 Weighted average shares outstanding Basic 53,240 53,263 53,181 53,120 Diluted 53,240 53,852 53,748 53,711 Year Ended December 31, 2021 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Revenue $ 818,329 $ 881,610 $ 913,245 $ 884,448 Gross profit 80,181 113,026 127,436 96,017 Net (loss) income 5,848 36,295 44,056 29,540 Earnings per share: Basic earnings per share $ 0.12 $ 0.68 $ 0.82 $ 0.55 Diluted earnings per share 0.12 0.67 0.81 0.55 Weighted average shares outstanding Basic 49,503 53,729 53,769 53,625 Diluted 50,026 54,285 54,367 54,172 |
Nature of Business (Details)
Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Nature of Business | |
Number of reportable segments | 3 |
Average project size | $ 3,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 248,692 | $ 200,512 | $ 326,744 | $ 120,286 |
Restricted cash included in prepaid expense and other current assets | $ 10,299 | $ 5,131 | $ 4,231 | $ 3,157 |
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 | $ 258,991 | $ 205,643 | $ 330,975 | $ 123,443 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Short-term investments (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Operating cycle | |
Minimum liquidation period of assets in which significant working capital has been invested | 1 year |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Foreign Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash concentration | ||||
Cash and cash equivalents | $ 248,692 | $ 200,512 | $ 326,744 | $ 120,286 |
Collective bargaining agreements | ||||
Percentage of labor force subject to collective bargaining agreements | 23.80% | |||
Number of years without work stoppages | 20 years | |||
Insurance | ||||
Self- insurance amount per claim | $ 500 | 500 | ||
Self-insurance reserve | 45,700 | 31,000 | ||
Accounts receivable | ||||
Allowance for credit losses | 2,000 | $ 2,900 | ||
Estimated net impact of change in estimate | ||||
Decrease in net income from revision in contract estimates | $ (9,800) | |||
Basic EPS impact to year | $ (0.18) | |||
Diluted EPS impact to year | $ (0.18) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Customer Concentration (Details) - Revenues - Customer concentration - Top ten customers | 12 Months Ended | ||
Dec. 31, 2022 customer item | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer concentration | |||
Number of top customers | customer | 10 | ||
Number of calendar years in which top customers typically generate minimum specified percentage of revenue | item | 1 | ||
Percentage of concentration risk | 46.10% | 42.90% | 47% |
Minimum | |||
Customer concentration | |||
Minimum percentage of revenues generated by top ten customers | 40% | ||
Maximum | |||
Customer concentration | |||
Minimum percentage of revenues generated by top ten customers | 50% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 01, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment | ||||||||||||
Depreciation expense | $ 78,200 | $ 87,200 | $ 73,700 | |||||||||
Net income | $ 133,021 | $ 115,739 | $ 104,983 | |||||||||
Basic (in dollars per share) | $ 0.78 | $ 0.81 | $ 0.94 | $ (0.03) | $ 0.55 | $ 0.82 | $ 0.68 | $ 0.12 | $ 2.50 | $ 2.19 | $ 2.17 | |
Diluted (in dollars per share) | $ 0.77 | $ 0.80 | $ 0.93 | $ (0.03) | $ 0.55 | $ 0.81 | $ 0.67 | $ 0.12 | $ 2.47 | $ 2.17 | $ 2.16 | |
Minimum | ||||||||||||
Property and equipment | ||||||||||||
Estimated useful lives of the equipment | 3 years | 3 years | 3 years | |||||||||
Maximum | ||||||||||||
Property and equipment | ||||||||||||
Estimated useful lives of the equipment | 10 years | 30 years | 7 years | |||||||||
Change in Accounting Method Accounted for as Change in Estimate | ||||||||||||
Property and equipment | ||||||||||||
Depreciation expense | $ (19,300) | |||||||||||
Net income | $ 16,100 | |||||||||||
Basic (in dollars per share) | $ 0.30 | |||||||||||
Diluted (in dollars per share) | $ 0.30 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
ASP | |||
Liabilities | |||
Contingent consideration | $ 2,800 | ||
Contingent consideration | |||
Earnout | $ 3,200 | ||
Performance targets period | 1 year | ||
Estimated fair value of the contingent consideration | $ 2,800 | ||
Change in fair value of contingent consideration liability during year | $ 1,900 | ||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Assets | |||
Cash and cash equivalents | 248,692 | $ 200,512 | |
Recurring | Significant Unobservable Inputs (Level 3) | |||
Liabilities | |||
Contingent consideration | 925 | ||
Recurring | Interest rate swap | Significant Other Observable Inputs (Level2) | |||
Assets | |||
Derivative asset | $ 1,235 | ||
Liabilities | |||
Derivative liability | $ 4,346 |
Business Combinations - PLH and
Business Combinations - PLH and FIH (Details) - USD ($) $ in Thousands | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 01, 2022 | Jan. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisitions | ||||||||
Total purchase consideration | $ 615,249 | |||||||
Less cash and restricted cash acquired | (10,525) | |||||||
Net cash paid | 604,724 | $ 478,438 | $ 606,974 | |||||
Identifiable assets acquired and liabilities assumed | ||||||||
Goodwill | $ 871,808 | $ 581,664 | 871,808 | 581,664 | $ 581,664 | $ 215,103 | ||
Transaction and related costs | $ 20,054 | 16,399 | $ 3,430 | |||||
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 | 74,918 | |||||||
Contract assets | 75,359 | |||||||
Prepaid expenses and other current assets | 13,590 | |||||||
Property, plant and equipment | 58,587 | |||||||
Operating lease assets | 16,340 | |||||||
Other long-term assets | 6,466 | |||||||
Accounts payable and accrued liabilities | (103,015) | |||||||
Contract liabilities | (43,853) | |||||||
Long-term debt (including current portion) | (3,313) | |||||||
Noncurrent operating lease liabilities, net of current | (12,004) | |||||||
Deferred tax liability | (5,234) | |||||||
Other long-term liabilities | (4,136) | |||||||
Total identifiable net assets | 205,757 | |||||||
Goodwill | 275,736 | |||||||
Revenue since acquisition | 367,900 | |||||||
Gross profit since acquisition | 38,200 | |||||||
Transaction and related costs | 15,700 | |||||||
Increase in contract liabilities | 18,400 | |||||||
Increase (decrease) to intangible assets | (13,700) | |||||||
Increase (decrease) to deferred tax assets | (6,000) | |||||||
Increase (decrease) in fixed assets | $ (4,900) | |||||||
Total purchase consideration | 481,493 | |||||||
Adjustments to goodwill | 49,200 | |||||||
PLH Group Inc | Customer relationships | ||||||||
Identifiable assets acquired and liabilities assumed | ||||||||
Intangibles assets | $ 77,300 | |||||||
Amortization Period | 15 years | |||||||
PLH Group Inc | Tradename | ||||||||
Identifiable assets acquired and liabilities assumed | ||||||||
Intangibles assets | $ 11,600 | |||||||
Amortization Period | 1 year 10 months 24 days | |||||||
FIH | ||||||||
Acquisitions | ||||||||
Net cash paid | 604,700 | |||||||
Identifiable assets acquired and liabilities assumed | ||||||||
Cash, cash equivalents and restricted cash | 10,525 | |||||||
Accounts receivable | 54,337 | |||||||
Contract assets | 32,343 | |||||||
Prepaid expenses and other current assets | 483 | |||||||
Property, plant and equipment | 56,128 | |||||||
Operating lease assets | 13,105 | |||||||
Other long-term assets | 6,976 | |||||||
Accounts payable and accrued liabilities | (29,838) | |||||||
Contract liabilities | (2,256) | |||||||
Long-term debt (including current portion) | (959) | |||||||
Noncurrent operating lease liabilities, net of current | (10,975) | |||||||
Other long-term liabilities | (7,581) | |||||||
Total identifiable net assets | 248,688 | |||||||
Goodwill | 366,561 | |||||||
Total | $ 615,249 | |||||||
Goodwill is expected to be deductible for income tax purposes (in years) | 15 years | |||||||
Revenue since acquisition | 266,600 | |||||||
Gross profit since acquisition | $ 43,600 | |||||||
Transaction and related costs | $ 14,600 | |||||||
Discount (as a percent) | 15% | |||||||
Increase (decrease) in working capital | (6,500) | |||||||
Increase (decrease) to intangible assets | 4,000 | |||||||
Adjustments to goodwill | $ (7,200) | |||||||
FIH | Customer relationships | ||||||||
Identifiable assets acquired and liabilities assumed | ||||||||
Intangibles assets | $ 122,000 | |||||||
Useful life | 19 years | |||||||
FIH | Tradename | ||||||||
Identifiable assets acquired and liabilities assumed | ||||||||
Intangibles assets | $ 4,400 | |||||||
Useful life | 1 year |
Business Combinations - B Comm
Business Combinations - B Comm Holdco, LLC (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 08, 2022 | Jan. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisitions | |||||
Total purchase consideration | $ 615,249 | ||||
Net cash paid | $ 604,724 | $ 478,438 | $ 606,974 | ||
Preliminary estimated fair values | |||||
Goodwill | $ 871,808 | $ 581,664 | $ 215,103 | ||
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 | ||||
Intangible assets | 10,200 | ||||
Goodwill | $ 10,100 |
Business Combinations - Alberta
Business Combinations - Alberta Screw Piles, Ltd (Details) - USD ($) $ in Thousands | Mar. 01, 2022 | Jan. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Acquisitions | |||||
Total purchase consideration | $ 615,249 | ||||
Preliminary estimated fair values | |||||
Goodwill | $ 871,808 | $ 581,664 | $ 215,103 | ||
ASP | |||||
Acquisitions | |||||
Total purchase consideration | $ 4,100 | ||||
Earnout | $ 3,200 | ||||
Performance targets period | 1 year | ||||
Estimated fair value of the contingent consideration | $ 2,800 | ||||
Preliminary estimated fair values | |||||
Estimated fair values of the assets acquired and liabilities assumed, fixed assets and working capital | 2,600 | ||||
Goodwill | $ 4,300 | ||||
Goodwill expected to be deductible rate | 5% |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pro forma results | ||
Tax rate | 16.50% | 23.80% |
PLH and FIH | ||
Pro forma results | ||
Revenue | $ 4,814,237 | $ 4,138,778 |
Income before provision for income taxes | 149,125 | 79,421 |
Net income | $ 124,537 | $ 60,543 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 53,200 | 52,674 |
Diluted (in shares) | 53,759 | 53,161 |
Earnings per share: | ||
Basic (in dollars per share) | $ 2.34 | $ 1.15 |
Diluted (in dollars per share) | $ 2.32 | $ 1.14 |
Revenue - Performance obligatio
Revenue - Performance obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Remaining performance obligations | $ 3,800 | |
Revenue recognized from performance obligations satisfied in previous periods | 3.3 | $ 55.8 |
Amount of contract modifications included in the expected contract value. | 110 | |
Amount of unapproved contract modifications recognized as revenue on a cumulative catch-up basis | $ 99.2 |
Revenue - Performance obligat_2
Revenue - Performance obligations - Details (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Dec. 31, 2022 |
Revenue expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Percentage of remaining performance obligation expected to be recognized in period | 61.10% |
Revenue - Contract assets (Deta
Revenue - Contract assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unbilled revenue | $ 420,511 | $ 283,767 |
Retention receivable | 174,149 | 124,990 |
Contract materials (not yet installed) | 21,564 | 14,902 |
Contract assets | 616,224 | $ 423,659 |
Increase (decrease) in contract assets | 192,600 | |
PLH Group Inc | ||
Increase in unbilled revenue | $ 67,600 |
Revenue - Contract liabilities
Revenue - Contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred revenue | $ 269,853 | $ 234,352 |
Accrued loss provision | 6,094 | 6,060 |
Contract liabilities | 275,947 | 240,412 |
Increase in contract liabilities | 35,500 | |
Revenue recognized included in contract liability at beginning of period | 220,900 | $ 250,400 |
PLH Group Inc | ||
Deferred revenue | $ 24,300 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue by customer type and contract type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue | |||||||||||
Revenue | $ 1,329,139 | $ 1,284,128 | $ 1,022,948 | $ 784,384 | $ 884,448 | $ 913,245 | $ 881,610 | $ 818,329 | $ 4,420,599 | $ 3,497,632 | $ 3,491,497 |
Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,888,793 | 1,253,628 | 1,024,997 | ||||||||
Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,734,446 | 1,457,290 | 1,516,733 | ||||||||
Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 797,360 | 786,714 | 949,767 | ||||||||
MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 2,022,987 | 1,603,849 | 1,360,396 | ||||||||
Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 2,397,612 | 1,893,783 | 2,131,101 | ||||||||
Utilities | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 2,024,307 | 1,657,957 | 1,365,635 | ||||||||
Utilities | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 192,991 | 125,640 | 130,723 | ||||||||
Utilities | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,327,379 | 1,146,316 | 865,269 | ||||||||
Utilities | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 503,937 | 386,001 | 369,643 | ||||||||
Utilities | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,691,571 | 1,364,995 | 1,080,158 | ||||||||
Utilities | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 332,736 | 292,962 | 285,477 | ||||||||
Energy/Renewables | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 2,087,489 | 1,408,211 | 1,228,821 | ||||||||
Energy/Renewables | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,459,689 | 802,995 | 375,718 | ||||||||
Energy/Renewables | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 375,629 | 307,786 | 340,684 | ||||||||
Energy/Renewables | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 252,171 | 297,430 | 512,419 | ||||||||
Energy/Renewables | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 212,190 | 166,796 | 140,370 | ||||||||
Energy/Renewables | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 1,875,299 | 1,241,415 | 1,088,451 | ||||||||
Pipeline | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 308,803 | 431,464 | 897,041 | ||||||||
Pipeline | Fixed price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 236,113 | 324,993 | 518,556 | ||||||||
Pipeline | Unit price | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 31,438 | 3,188 | 310,780 | ||||||||
Pipeline | Cost reimbursable | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 41,252 | 103,283 | 67,705 | ||||||||
Pipeline | MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | 119,226 | 72,058 | 139,868 | ||||||||
Pipeline | Non-MSA | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenue | $ 189,577 | $ 359,406 | $ 757,173 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment | ||||
Gross property and equipment | $ 966,720 | $ 882,535 | ||
Less: accumulated depreciation and amortization | (472,861) | (449,256) | ||
Property and equipment, net | 493,859 | 433,279 | ||
Depreciation | $ 78,200 | $ 87,200 | $ 73,700 | |
Minimum | ||||
Property and equipment | ||||
Useful Life | 3 years | 3 years | 3 years | |
Maximum | ||||
Property and equipment | ||||
Useful Life | 10 years | 30 years | 7 years | |
Land and buildings | ||||
Property and equipment | ||||
Gross property and equipment | $ 154,596 | $ 144,718 | ||
Useful Life | 30 years | |||
Leasehold improvements | ||||
Property and equipment | ||||
Gross property and equipment | $ 21,349 | 19,555 | ||
Office equipment | ||||
Property and equipment | ||||
Gross property and equipment | $ 23,659 | 20,045 | ||
Office equipment | Minimum | ||||
Property and equipment | ||||
Useful Life | 3 years | |||
Office equipment | Maximum | ||||
Property and equipment | ||||
Useful Life | 5 years | |||
Construction equipment | ||||
Property and equipment | ||||
Gross property and equipment | $ 717,419 | 652,296 | ||
Construction equipment | Minimum | ||||
Property and equipment | ||||
Useful Life | 3 years | |||
Construction equipment | Maximum | ||||
Property and equipment | ||||
Useful Life | 10 years | |||
Solar equipment | ||||
Property and equipment | ||||
Gross property and equipment | $ 23,552 | 23,552 | ||
Useful Life | 25 years | |||
Construction in progress | ||||
Property and equipment | ||||
Gross property and equipment | $ 26,145 | $ 22,369 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | |||
Goodwill, Beginning Balance | $ 581,664 | $ 215,103 | |
Goodwill acquired during the period | 290,144 | 366,561 | |
Goodwill, Ending Balance | 871,808 | 581,664 | $ 215,103 |
Goodwill impairment | 0 | 0 | 0 |
Goodwill changes | 0 | ||
Utilities | |||
Goodwill | |||
Goodwill, Beginning Balance | 462,905 | 96,344 | |
Goodwill acquired during the period | 253,379 | 366,561 | |
Goodwill, Ending Balance | 716,284 | 462,905 | 96,344 |
Energy/Renewables | |||
Goodwill | |||
Goodwill, Beginning Balance | 66,344 | 66,344 | |
Goodwill acquired during the period | 17,859 | ||
Goodwill, Ending Balance | 84,203 | 66,344 | 66,344 |
Pipeline | |||
Goodwill | |||
Goodwill, Beginning Balance | 52,415 | 52,415 | |
Goodwill acquired during the period | 18,906 | ||
Goodwill, Ending Balance | $ 71,321 | $ 52,415 | $ 52,415 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets | |||
Gross Carrying Amount | $ 336,647 | $ 237,567 | |
Accumulated Amortization | (87,266) | (66,247) | |
Intangible assets, net | 249,381 | 171,320 | |
Amortization expense of intangible assets | 20,900 | 18,300 | $ 8,800 |
Tradename | |||
Intangible assets | |||
Gross Carrying Amount | 32,820 | 20,440 | |
Accumulated Amortization | (25,611) | (19,675) | |
Intangible assets, net | 7,209 | 765 | |
Customer relationships | |||
Intangible assets | |||
Gross Carrying Amount | 301,927 | 215,227 | |
Accumulated Amortization | (59,755) | (44,727) | |
Intangible assets, net | 242,172 | 170,500 | |
Non-compete agreements | |||
Intangible assets | |||
Gross Carrying Amount | 1,900 | 1,900 | |
Accumulated Amortization | $ (1,900) | (1,845) | |
Intangible assets, net | $ 55 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Estimated future amortization expense for intangible assets | ||
2023 | $ 21,868 | |
2024 | 19,701 | |
2025 | 17,661 | |
2026 | 16,141 | |
2027 | 15,604 | |
Thereafter | 158,406 | |
Intangible assets, net | $ 249,381 | $ 171,320 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities | ||
Retention amounts included in accounts payable | $ 21,500 | $ 15,200 |
Accrued liabilities | ||
Payroll and related employee benefits | 114,053 | 77,887 |
Current operating lease liability | 72,565 | 61,587 |
Casualty insurance reserves | 19,935 | 7,107 |
Corporate income taxes and other taxes | 16,213 | 7,967 |
Other | 23,071 | 20,273 |
Total accrued liabilities | $ 245,837 | $ 174,821 |
Credit Arrangements (Details)
Credit Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Credit Agreements | ||
Total debt | $ 1,151,735 | $ 665,660 |
Unamortized debt issuance costs | (8,283) | (4,198) |
Total debt, net | 1,143,452 | 661,462 |
Current portion of long-term debt | (78,137) | (67,230) |
Long-term debt, net of current portion | 1,065,315 | 594,232 |
Term Loan | ||
Credit Agreements | ||
Total debt | 933,188 | 520,281 |
Revolving Credit Facility | ||
Credit Agreements | ||
Total debt | 100,000 | |
Commercial equipment notes | ||
Credit Agreements | ||
Total debt | 98,064 | 107,934 |
Mortgages | ||
Credit Agreements | ||
Total debt | $ 20,483 | $ 37,445 |
Credit Arrangements - Scheduled
Credit Arrangements - Scheduled maturities of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Scheduled maturities of long-term debt | ||
2023 | $ 78,137 | |
2024 | 85,229 | |
2025 | 80,883 | |
2026 | 65,624 | |
2027 | 833,999 | |
Thereafter | 7,863 | |
Total debt | $ 1,151,735 | $ 665,660 |
Credit Arrangements - Narrative
Credit Arrangements - Narratives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Aug. 01, 2022 | Jan. 15, 2021 | Sep. 13, 2018 | Aug. 03, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2023 | Sep. 29, 2017 | |
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate (as a percent) | 6.20% | 2.80% | |||||||
Payments on long-term debt | $ (86,769) | $ (113,851) | $ (68,884) | ||||||
Aggregate principal amount | 1,143,452 | 661,462 | |||||||
Unamortized debt issuance costs | (8,283) | $ (4,198) | |||||||
Interest rate swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate swap agreement | 75% | ||||||||
Credit Agreement. | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of credit agreement, threshold restriction of total assets | 20% | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 325,000 | ||||||||
Borrowings outstanding | $ 100,000 | ||||||||
Increase in loan availability | 200,000 | ||||||||
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | 945,000 | ||||||||
Derivative fixed interest rate (as a percent) | 4.095% | ||||||||
Interest Rate Swap Agreement Amount of Debt Outstanding In Which Interest Exchanged | $ 300,000 | ||||||||
Increase in loan availability | 439,500 | ||||||||
Quarterly principal payment | 11,800 | ||||||||
Mortgages | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 4.21% | ||||||||
Mortgages | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 4.50% | ||||||||
Commercial Equipment Notes | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 1.60% | ||||||||
Commercial Equipment Notes | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 5.99% | ||||||||
Credit Agreement. | |||||||||
Debt Instrument [Line Items] | |||||||||
Potential increase per the agreement | $ 75,000 | ||||||||
Prepayment to be paid on debt | $ 5,000 | ||||||||
Debt issuance costs | $ 6,500 | ||||||||
Loss on Extinguishment of debt | (800) | ||||||||
Available borrowing capacity | 177,700 | ||||||||
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 | ||||||||
Letters of credit outstanding | $ 47,300 | ||||||||
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 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 | $ 400,000 | ||||||||
Term Loan | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 2.50% |
Credit Arrangements- Canadian C
Credit Arrangements- Canadian Credit Facilities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 CAD ($) | |
Canadian Credit Facility | |
Credit Agreements | |
Maximum borrowing capacity | $ 4 |
Available borrowing capacity | $ 3.3 |
Annual fee (as a percent) | 1% |
Canadian Credit Facility | Maximum | |
Credit Agreements | |
Term of credit facility | 5 years |
Canadian Credit Facility | Commercial letters of credit | |
Credit Agreements | |
Letters of credit outstanding | $ 0.7 |
Working Capital Credit Facility | |
Credit Agreements | |
Maximum borrowing capacity | 10 |
Available borrowing capacity | 10 |
Borrowings outstanding | $ 0 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Millions | 12 Months Ended | ||
Sep. 13, 2018 USD ($) | Dec. 31, 2022 USD ($) instrument | Dec. 31, 2021 USD ($) | |
Derivative Instruments | |||
Number of Instruments used for trading | instrument | 0 | ||
Interest rate swap | |||
Derivative Instruments | |||
Notional Amount | $ | $ 165 | $ 121.7 | $ 134.1 |
Notional amount adjustment | 75% |
Derivative Instruments - Deriva
Derivative Instruments - Derivative contract and instruments (Details) - Interest rate swap - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments | |||
Asset Derivatives | $ 1,235 | ||
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 | Other Liabilities, Noncurrent | |
Amount of (gain) loss recognized on derivatives, net | $ (4,078) | $ (838) | $ 6,203 |
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 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options to extend leases | true | |||
Proceeds from sale of assets | $ 41,302 | $ 49,548 | $ 21,851 | |
Gain on sale and leaseback transaction | 40,084 | |||
Components of lease expense | ||||
Operating lease expense | 76,761 | 80,974 | $ 90,965 | |
Operating lease liabilities | ||||
Accrued liabilities | $ 72,565 | $ 61,587 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current | ||
Noncurrent operating lease liabilities, net of current portion | $ 130,787 | $ 98,059 | ||
Operating lease liabilities | $ 203,352 | $ 159,646 | ||
Land, buildings and improvements | ||||
Initial term | 3 years | |||
Aggregate initial annual rent payment | $ 1,200 | |||
Percentage of annual rent increases | 3% | |||
Proceeds from sale of assets | $ 49,900 | |||
Gain on sale and leaseback transaction | $ 40,100 | |||
Maximum | ||||
Renewal term | 5 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Future minimum lease payments under non-cancelable operating leases | ||
2023 | $ 78,474 | |
2024 | 50,197 | |
2025 | 29,463 | |
2026 | 23,793 | |
2027 | 18,221 | |
Thereafter | 20,839 | |
Total lease payments | 220,987 | |
Less imputed interest | (17,635) | |
Total | $ 203,352 | $ 159,646 |
Leases - Other Information Rela
Leases - Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 76,313 | $ 82,972 |
Weighted-average remaining lease term on operating leases (years) | 4 years 25 days | 3 years 3 months 25 days |
Weighted-average discount rate on operating leases | 3.71% | 3.43% |
Commitments and Contingencies -
Commitments and Contingencies - Legal (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies. | ||
Bid and completion bonds issued and outstanding | $ 4,300 | $ 3,200 |
Remaining performance obligation on the bonded projects. | $ 1,700 | $ 1.2 |
Reportable Segments (Details)
Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment reporting information | |||||||||||
Revenue | $ 1,329,139 | $ 1,284,128 | $ 1,022,948 | $ 784,384 | $ 884,448 | $ 913,245 | $ 881,610 | $ 818,329 | $ 4,420,599 | $ 3,497,632 | $ 3,491,497 |
% of Total Revenue | 100% | 100% | 100% | ||||||||
Gross Profit | $ 153,383 | $ 154,907 | $ 92,109 | $ 56,486 | $ 96,017 | $ 127,436 | $ 113,026 | $ 80,181 | $ 456,885 | $ 416,660 | $ 370,214 |
% of Revenue | 10.30% | 11.90% | 10.60% | ||||||||
Utilities | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 2,024,307 | $ 1,657,957 | $ 1,365,635 | ||||||||
% of Total Revenue | 45.80% | 47.40% | 39.10% | ||||||||
Gross Profit | $ 210,672 | $ 186,287 | $ 177,836 | ||||||||
% of Revenue | 10.40% | 11.20% | 13% | ||||||||
Energy/Renewables | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 2,087,489 | $ 1,408,211 | $ 1,228,821 | ||||||||
% of Total Revenue | 47.20% | 40.30% | 35.20% | ||||||||
Gross Profit | $ 252,872 | $ 150,286 | $ 94,919 | ||||||||
% of Revenue | 12.10% | 10.70% | 7.70% | ||||||||
Pipeline | |||||||||||
Segment reporting information | |||||||||||
Revenue | $ 308,803 | $ 431,464 | $ 897,041 | ||||||||
% of Total Revenue | 7% | 12.30% | 25.70% | ||||||||
Gross Profit | $ (6,659) | $ 80,087 | $ 97,459 | ||||||||
% of Revenue | (2.20%) | 18.60% | 10.90% |
Reportable Segments - Revenue a
Reportable Segments - Revenue and Total Assets by Geographic Area (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues and total assets by geographic area | |||
% of Revenue | 100% | 100% | 100% |
Non-United States | |||
Revenues and total assets by geographic area | |||
% of Revenue | 6.70% | 4.50% | 3.50% |
% of total assets | 4.20% | 3.50% |
Multiemployer Plans (Details)
Multiemployer Plans (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Multiemployer plans | |||
Number of pension plans in which annual contribution was made by the entity during last three years | item | 42 | ||
Contributions to significant plans | $ 25,296 | $ 25,279 | $ 28,633 |
Contributions to other multiemployer plans | 20,867 | 14,391 | 19,764 |
Total contributions made | 46,163 | 39,670 | 48,397 |
Central Pension Fund of the International Union of Operating Engineers and Participating Employers | |||
Multiemployer plans | |||
Contributions to significant plans | 5,592 | 4,985 | 7,734 |
United Association National Pension Fund | |||
Multiemployer plans | |||
Contributions to significant plans | 2,859 | 3,510 | 3,570 |
Southern California Pipe Trades Trust Funds | |||
Multiemployer plans | |||
Contributions to significant plans | 3,268 | 3,456 | 3,312 |
Minnesota Laborers Pension Fund | |||
Multiemployer plans | |||
Contributions to significant plans | 3,749 | 3,299 | 3,386 |
Construction Laborers Pension Trust for Southern California | |||
Multiemployer plans | |||
Contributions to significant plans | 3,595 | 3,254 | 2,844 |
Laborers International Union of North America National Pension Fund | |||
Multiemployer plans | |||
Contributions to significant plans | 2,534 | 2,832 | 5,206 |
Laborers Pension Trust Fund For Northern California One | |||
Multiemployer plans | |||
Contributions to significant plans | $ 3,699 | $ 3,943 | $ 2,581 |
Company Retirement Plans (Detai
Company Retirement Plans (Details) - United States - 401(k) Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Company retirement plans | |||
Employer discretionary contributions | $ 0 | $ 0 | $ 0 |
Employer's contribution | $ 16,600 | $ 11,600 | $ 8,400 |
Deferred Compensation Agreeme_3
Deferred Compensation Agreements and Stock-Based Compensation (Details) - Primoris Long Term Retention Plan | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred compensation agreements | |||
Vesting period | 3 years | ||
Percentage of participant's annual earned bonus deferred | 50% | ||
Period of deferral of annual earned bonus | 1 year | ||
Maximum percentage of participant's earned bonus amount up to which common stock can be purchased in a stock purchase plan | 16.67% | 16.67% | |
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75% | 75% | 75% |
Deferred Compensation Agreeme_4
Deferred Compensation Agreements and Stock-Based Compensation - Restricted Stock Units (Details) - Equity Plan - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 13, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based awards grant | 2,500,000 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining common stock available for grant | 600,000 | |||
Units | ||||
Beginning balance, Units | 538,340 | |||
Granted, Units | 269,324 | 434,756 | ||
Vested, Units | (186,334) | |||
Forfeited, Units | (16,543) | |||
Ending balance, Units | 604,787 | 538,340 | ||
Weighted Average Grant Date Fair Value per Unit | ||||
Beginning Balance, Weighted Average Grant Date Fair Value per Unit | $ 28.96 | |||
Granted, Weighted Average Grant Date Fair Value per Unit | 25.22 | $ 31.69 | ||
Vested, Weighted Average Grant Date Fair Value per Unit | 27.11 | |||
Forfeited, Weighted Average Grant Date Fair Value per Unit | 28.12 | |||
Ending Balance, Weighted Average Grant Date Fair Value per Unit | $ 27.88 | $ 28.96 | ||
Total fair value of Units vested | $ 4.5 | $ 4.6 | $ 0.6 | |
Compensation expense recognized | 7.4 | $ 10.5 | $ 2.3 | |
Unrecognized compensation expense | $ 9.7 | |||
Period to recognize unrecognized compensation expense | 1 year 9 months 7 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic and foreign components of income before income taxes | |||
United States | $ 133,564 | $ 140,307 | $ 140,346 |
Foreign | 25,722 | 11,550 | 5,293 |
Income before provision for income taxes | 159,286 | 151,857 | 145,639 |
Current provision | |||
Federal | 5,412 | 3,678 | 37,315 |
State | 2,117 | 4,471 | 6,680 |
Foreign | 4,041 | 2,405 | 1,741 |
Total | 11,570 | 10,554 | 45,736 |
Deferred provision (benefit) | |||
Federal | 12,645 | 22,607 | (3,207) |
State | (428) | 2,372 | (1,064) |
Foreign | 2,478 | 585 | (809) |
Total | 14,695 | 25,564 | (5,080) |
Total | $ 26,265 | $ 36,118 | $ 40,656 |
Reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | |||
U.S. federal statutory income tax rate (as a percent) | 21% | 21% | 21% |
State taxes, net of federal income tax impact (as a percent) | 0.80% | 3.90% | 3.10% |
Tax credits (as a percent) | (1.90%) | (1.10%) | (0.80%) |
Income taxed at rates greater than U.S. (as a percent) | 0.60% | 0.20% | 0.20% |
Nondeductible meals & entertainment (as a percent) | 0.50% | 0.20% | 3.30% |
Nondeductible compensation (as a percent) | 0.40% | 0.30% | 0.30% |
Capital loss utilization - release of valuation allowance | (5.80%) | 0% | 0% |
Other items (as a percent) | 0.90% | (0.70%) | 0.80% |
Effective tax rate (as a percent) | 16.50% | 23.80% | 27.90% |
Deferred tax assets: | |||
Accrued compensation | $ 9,685 | $ 4,178 | |
Accrued workers compensation | 2,949 | 3,252 | |
Net operating losses | 46,843 | 36,517 | |
Capital loss carryforward | 9,776 | ||
Lease liabilities | 36,372 | 30,461 | |
Insurance reserves | 5,200 | 4,555 | |
Loss reserves | 1,555 | 2,163 | |
Tax credit | 1,069 | 1,540 | |
Deferred payroll tax | 5,404 | ||
Prepaid expenses and other | 1,963 | ||
Capitalized research | 5,127 | ||
Other | 1,447 | 2,394 | |
Total deferred tax assets | 112,210 | 100,240 | |
Deferred tax liabilities | |||
Depreciation and amortization | (119,081) | (84,371) | |
Prepaid expense and other | (285) | (796) | |
Lease assets | (36,865) | (31,069) | |
Total deferred tax liabilities | (156,231) | (116,236) | |
Valuation allowance | (13,080) | (21,207) | |
Net deferred tax liabilities | (57,101) | (37,203) | |
Net operating loss carryforward | 450,600 | ||
Change in valuation allowance | $ (8,100) | ||
Expiration period for state net operating loss carryforwards (in years) | 20 years | ||
Capital loss carryforward | $ 1,100 | ||
Reasonably possible decrease in unrecognized tax benefits | $ 200 | ||
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 | $ 21,700 | 42,100 | |
Income Taxes Receivable | 6,300 | ||
Deferred Tax Assets, Net of Valuation Allowance | 112,210 | 100,240 | |
Tax Credit Carryforward, Amount | 1,100 | ||
Reconciliation and aggregate changes for unrecognized tax benefits | |||
Beginning balance | 1,337 | 1,553 | $ 815 |
Increases in balances for tax positions taken during the current year | 120 | 288 | 377 |
Increases in balances for tax positions taken during prior years | 9,204 | 83 | 717 |
Settlements and effective settlements with tax authorities | (416) | (158) | |
Lapse of statute of limitations | (465) | (171) | (198) |
Total | $ 10,196 | $ 1,337 | $ 1,553 |
Canada | |||
Reconciliation of income tax expense compared to the amount of income tax expense that would result by applying U.S. federal statutory income tax rate to pre-tax income | |||
U.S. federal statutory income tax rate (as a percent) | 23% | ||
Minimum | |||
Deferred tax liabilities | |||
Tax Credit Carry Forward, Expiration Period | 10 years | ||
Maximum | |||
Deferred tax liabilities | |||
Tax Credit Carry Forward, Expiration Period | 20 years |
Dividends and Earnings Per Sh_3
Dividends and Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Nov. 03, 2022 | Aug. 03, 2022 | May 04, 2022 | Feb. 24, 2022 | Nov. 03, 2021 | Aug. 03, 2021 | May 04, 2021 | Feb. 19, 2021 | Nov. 05, 2020 | Jul. 31, 2020 | May 01, 2020 | Feb. 21, 2020 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share | |||||||||||||||||||||||
Cash dividend declared (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.24 | $ 0.24 | $ 0.24 | ||||||||
Numerator: | |||||||||||||||||||||||
Net income | $ 133,021 | $ 115,739 | $ 104,983 | ||||||||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted average shares for computation of basic earnings per share | 53,120 | 53,181 | 53,263 | 53,240 | 53,625 | 53,769 | 53,729 | 49,503 | 53,200 | 52,674 | 48,303 | ||||||||||||
Dilutive effect of shares issued to independent directors | 4 | 3 | 5 | ||||||||||||||||||||
Dilutive effect of Restricted Stock Units ("RSUs") | 555 | 484 | 325 | ||||||||||||||||||||
Weighted average shares for computation of diluted earnings per share | 53,711 | 53,748 | 53,852 | 53,240 | 54,172 | 54,367 | 54,285 | 50,026 | 53,759 | 53,161 | 48,633 | ||||||||||||
Earnings per share: | |||||||||||||||||||||||
Basic earnings per share (in dollars per share) | $ 0.78 | $ 0.81 | $ 0.94 | $ (0.03) | $ 0.55 | $ 0.82 | $ 0.68 | $ 0.12 | $ 2.50 | $ 2.19 | $ 2.17 | ||||||||||||
Diluted earnings per share (in dollars per share) | $ 0.77 | $ 0.80 | $ 0.93 | $ (0.03) | $ 0.55 | $ 0.81 | $ 0.67 | $ 0.12 | $ 2.47 | $ 2.17 | $ 2.16 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock | |||
Common stock, shares authorized | 90,000,000 | 90,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 53,124,899 | 53,194,585 | |
Common stock, shares outstanding | 53,124,899 | 53,194,585 | |
Period of restriction on trade for shares issued to non-employee members of the board of directors under the Primoris Long-term Retention Plan | 1 year | ||
Proceeds from issuance of common stock | $ 585 | $ 178,707 | $ 578 |
Preferred Stock | |||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | |
Par value of preferred stock (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Employees of Future Infrastructure Holdings, LLC | |||
Common Stock | |||
Discounted price from the average December market price at which shares purchased by participants in LTR Plan (as a percent) | 15% | ||
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) | 131,709 | 122,690 | 57,112 |
Equity Plan | |||
Common Stock | |||
Shares of common stock issued as a part of quarterly compensation of non-employee members of the Board of Directors | 42,080 | 32,920 | 47,928 |
Equity Plan | RSUs | |||
Common Stock | |||
Compensation expense recognized | $ 7,400 | $ 10,500 | $ 2,300 |
Primoris Long Term Retention Plan | |||
Common Stock | |||
Shares of common stock issued under the long-term incentive plan | 23,782 | 25,987 | 34,524 |
Amount received in exchange for shares of common stock under a long term incentive plan | $ 600 | $ 500 | $ 600 |
Percentage of average market closing prices used in determining number of common stock that could be purchased by participants | 75% | 75% | 75% |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan, Secondary Offering & Share Purchase Plan (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
May 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2022 | Nov. 30, 2021 | Feb. 29, 2020 | |
Secondary Offering | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Proceeds from issuance of common stock | $ 585,000 | $ 178,707,000 | $ 578,000 | |||||
Share Purchase Plan | ||||||||
Aggregate purchase price up to which shares can be acquired under share purchase program | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |||||
Number of shares purchased and cancelled under share purchase program | 277,200 | 635,763 | 694,260 | |||||
Amount paid for shares purchased under share purchase program | $ 6,000,000 | $ 14,700,000 | $ 11,500,000 | |||||
Amount paid for shares purchased and cancelled under share purchase program (per share) | $ 21.61 | $ 23.15 | $ 16.50 | |||||
Amount remaining for purchase under share purchase program | $ 19,000,000 | |||||||
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 | $ 157,500,000 | |||||||
Proceeds from issuance of common stock | $ 149,300,000 | |||||||
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 | |||||||
Stock purchase price | $ 17.44 |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Selected Quarterly Financial Information | |||||||||||
Revenue | $ 1,329,139 | $ 1,284,128 | $ 1,022,948 | $ 784,384 | $ 884,448 | $ 913,245 | $ 881,610 | $ 818,329 | $ 4,420,599 | $ 3,497,632 | $ 3,491,497 |
Gross Profit | 153,383 | 154,907 | 92,109 | 56,486 | 96,017 | 127,436 | 113,026 | 80,181 | 456,885 | 416,660 | 370,214 |
Net income | $ 41,501 | $ 43,040 | $ 50,154 | $ (1,674) | $ 29,540 | $ 44,056 | $ 36,295 | $ 5,848 | 133,021 | 115,739 | 104,983 |
Net income | $ 133,021 | $ 115,739 | $ 104,983 | ||||||||
Earnings per share: | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.78 | $ 0.81 | $ 0.94 | $ (0.03) | $ 0.55 | $ 0.82 | $ 0.68 | $ 0.12 | $ 2.50 | $ 2.19 | $ 2.17 |
Diluted earnings per share (in dollars per share) | $ 0.77 | $ 0.80 | $ 0.93 | $ (0.03) | $ 0.55 | $ 0.81 | $ 0.67 | $ 0.12 | $ 2.47 | $ 2.17 | $ 2.16 |
Weighted average common shares outstanding: | |||||||||||
Basic (in shares) | 53,120 | 53,181 | 53,263 | 53,240 | 53,625 | 53,769 | 53,729 | 49,503 | 53,200 | 52,674 | 48,303 |
Diluted (in shares) | 53,711 | 53,748 | 53,852 | 53,240 | 54,172 | 54,367 | 54,285 | 50,026 | 53,759 | 53,161 | 48,633 |