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8-K - 8-K - Primoris Services Corpa13-7107_18k.htm

Exhibit 99.1

 

 

PRIMORIS SERVICES CORPORATION ANNOUNCES 2012 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

 

Board of Directors Declares $0.03 Per Share Cash Dividend

 

Financial Highlights

 

·                  Q4 2012 revenues increased by 29% to a record $480.9 million from the fourth quarter of 2011

·                  Q4 2012 net income increased by 36% to $17.0 million, or $0.33 per diluted share, compared to Q4 2011 net income of $12.5 million, or $0.24 per diluted share

·                  2012 annual revenues of $1.5 billion are up 5.6% from 2011

·                  2012 net income of $56.8 million, or $1.10 per diluted share, compares to net income of $58.6 million, of $1.14 per diluted share, in 2011

·                  At December 31, 2012:

·            A total of $157.6 million in cash, cash equivalents, and short-term investments, an increase of 31% over December 31, 2011

·            Total backlog of $1.35 billion, an increase of 16% from December 31, 2011

 

Dallas, TX — March 7, 2013— Primoris Services Corporation (NASDAQ GS: PRIM) (“Primoris” or “Company”) today announced financial results for its fourth quarter and year ended December 31, 2012.

 

The Company also announced that on March 5, 2013 its Board of Directors declared a $0.03 per share cash dividend to stockholders of record on March 29, 2013, payable on or about April 15, 2013.

 

Brian Pratt, Chairman, President and Chief Executive Officer of Primoris, commented, “2012 was a year of records for Primoris.  Our revenue for both the quarter and the year were at record levels, with a healthy combination of both organic and acquisitive growth.  Our fourth quarter net income of $17 million is the best fourth quarter in Primoris’ history, and is a testament to our focus on building a balanced company with numerous sources of growth.  We generated record cash flow from operations of $98.4 million in 2012, and our balance sheet at December 31, 2012 included $161.0 million in cash and short term investments, our highest level to date.  Our debt-to-equity ratio increased to 46.7% as we took advantage of historic low interest rates to raise $50 million in long-term debt.  Our final record for the year was our ending backlog value, an impressive $1.35 billion.”

 

Mr. Pratt continued, “Primoris is a group of specialized construction and infrastructure companies serving diverse end markets across the United States.  Our ongoing focus is on energy infrastructure, encompassing everything from midstream gathering and transportation lines to power generation to downstream refining and petrochemical facilities.  Though the country at large is still experiencing the effects of the economic turmoil of the past few years, Primoris and the markets we focus on are benefitting from strong tailwinds.  Our team of exceptional men and women are ready to capitalize on that growth in 2013.”

 

2012 FOURTH QUARTER RESULTS OVERVIEW

 

Revenues for the 2012 fourth quarter increased 29% to $480.9 million from $373.1 million for the same period in 2011.  The increased revenues are largely due to increased pipeline work in the West Construction Services segment and increased industrial work in the East Construction Services segment, as well as the impact of Primoris’ 2012 acquisitions of Sprint, Saxon, and Q3 Contracting, which contributed $64.3 million in revenues for the three months ended December 31, 2012.  Gross profit for the 2012 fourth quarter rose by 7.4% to $54.8 million, or 11.4% of revenues, from $51.0 million, or 13.7% of revenues, in the 2011 fourth quarter.  The decline in gross margin percentage can be attributed primarily to the completion of the Ruby pipeline project in 2011 and the lower margins associated with the startup of the highway projects in the Belton, Texas area in 2012.

 



 

SEGMENT RESULTS

 

·              East Construction Services — located primarily in the southeastern United States, incorporates the construction business of James Construction Group (JCG), Cardinal Contractors, Inc., Sprint Pipeline Services LP, acquired March 2012, and The Saxon Group, acquired September 2012.  Silva, acquired May 2012, was merged with the operations of JCG.

 

·              West Construction Services — includes construction services performed by companies headquartered in the western United States including ARB, Inc., ARB Structures, Inc., Rockford, and Q3 Contracting Inc., acquired November 2012. The Blythe Power Constructors joint venture is also included as part of West Construction Services.

 

·              Engineering — incorporates the results of OnQuest, Inc. and Born Heaters Canada, ULC.

 

Segment Revenues

(in thousands, except %)

 

 

 

For the three months ended December 31,

 

 

 

2012
Unaudited

 

2011
Unaudited

 

 

 

 

 

% of

 

 

 

% of

 

 

 

 

 

Total

 

 

 

Total

 

Segment

 

Revenue

 

Revenue

 

Revenue

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

East Construction Services

 

$

203,081

 

42.2

%

$

125,446

 

33.6

%

West Construction Services

 

265,509

 

55.2

%

234,093

 

62.8

%

Engineering

 

12,293

 

2.6

%

13,527

 

3.6

%

Total

 

$

480,883

 

100.0

%

$

373,066

 

100.0

%

 

Segment Gross Profit

(in thousands, except %)

 

 

 

For the three months ended December 31,

 

 

 

2012
Unaudited

 

2011
Unaudited

 

 

 

 

 

% of

 

 

 

% of

 

 

 

Gross

 

Segment

 

Gross

 

Segment

 

Segment

 

Profit

 

Revenue

 

Profit

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

East Construction Services

 

$

16,369

 

8.1

%

$

11,460

 

9.1

%

West Construction Services

 

35,031

 

13.2

%

37,557

 

16.0

%

Engineering

 

3,419

 

27.8

%

2,029

 

15.0

%

Total

 

$

54,819

 

11.4

%

$

51,046

 

13.7

%

 

East Construction Services:  Revenues increased by $77.6 million in the 2012 fourth quarter, primarily due to the contribution from Primoris Energy Services (“PES”), which includes the March 2012 acquisition of Sprint and the September 2012 acquisition of Saxon.  Excluding the impact of PES, revenues increased by $26.1 million due primarily to increased James industrial work in petrochemical and fertilizer facilities as a result of low natural gas prices in the Gulf Coast.  Gross profit increased by $4.9 million in the 2012 fourth quarter, including $5.2 million of gross profit contribution from PES.  Excluding the impact of PES, gross profit decreased by $0.4 million, primarily a result of lower profit margins on the startup projects in the Belton, TX area.  Over time, we expect these projects to generate gross profit at historical heavy civil levels.

 

West Construction Services:  Revenues increased by $31.4 million in the 2012 fourth quarter, due primarily to contributions from pipeline work and the acquisition of Q3 Contracting, which generated $12.8 million in revenue after its November 19, 2012 acquisition. Gross profit for the 2012 fourth quarter decreased by $2.5 million, as 2011 fourth quarter Rockford gross profit included the Ruby pipeline project.

 



 

Engineering: Revenues decreased by $1.2 million, mainly due to lower order activity across the operation.  Gross profit increased by $1.4 million, primarily as we neared completion of a major project in Australia.

 

Selling, general and administrative expenses (“SG&A”) were $26.7 million, or 5.6% of revenues for the 2012 fourth quarter, compared to $25.8 million, or 6.9% of revenues for the 2011 fourth quarter.  The increased SG&A included a $4.5 million increase attributable to the acquired companies of Sprint, Saxon, and Q3 Contracting and a $2.4 million increase in compensation, legal, consulting and acquisition related expenses, offset by a $3.5 million settlement with the sellers of Rockford and a $2.5 million reduction from Q4 2011 in pension withdrawal liability expense.

 

Operating income for the 2012 fourth quarter was $28.1 million, or 5.8% of total revenues, compared to $25.3 million, or 6.8% of total revenues, for the same period last year.

 

Net other expense in the 2012 fourth quarter was $1.2 million, which was a $3.3 million decline from the 2011 fourth quarter.  The decline was primarily due to expenses and charges associated with the WesPac investment in 2011.

 

The provision for income taxes for the 2012 fourth quarter was $9.0 million, for an effective tax rate of 33.3%, compared to $8.3 million, for an effective tax rate of 40.1%, in the 2011 fourth quarter.  The decrease in the effective tax rate was primarily caused by the tax treatment of the Rockford settlement.

 

Net income attributable to Primoris for the 2012 fourth quarter was $17.0 million, or $0.33 per diluted share, compared to net income of $12.5 million, or $0.24 per diluted share, in the same period in 2011.

 

Fully diluted shares outstanding for the 2012 fourth quarter increased by 0.2% to 51.4 million from 51.3 million in 2011’s fourth quarter.  The increase in shares was due to shares issued as part of the Sprint acquisition, for director compensation and for the company’s long-term incentive program, offset by shares repurchased under a share repurchase plan.  During the 2012 fourth quarter, the Company did not purchase any shares of stock under its 2012 share repurchase program, which expired on December 31, 2012.

 

2012 FULL YEAR RESULTS OVERVIEW

 

Segment Revenues

(in thousands, except %)

 

 

 

For the twelve months ended December 31,

 

 

 

2012
Unaudited

 

2011
Unaudited

 

 

 

 

 

% of

 

 

 

% of

 

 

 

 

 

Total

 

 

 

Total

 

Segment

 

Revenue

 

Revenue

 

Revenue

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

East Construction Services

 

$

662,248

 

43.0

%

$

528,745

 

36.2

%

West Construction Services

 

832,860

 

54.0

%

881,733

 

60.4

%

Engineering

 

46,626

 

3.0

%

49,672

 

3.4

%

Total

 

$

1,541,734

 

100.0

%

$

1,460,150

 

100.0

%

 

Segment Gross Profit

(in thousands, except %)

 

 

 

For the twelve months ended December 31,

 

 

 

2012
Unaudited

 

2011
Unaudited

 

 

 

 

 

% of

 

 

 

% of

 

 

 

Gross

 

Segment

 

Gross

 

Segment

 

Segment

 

Profit

 

Revenue

 

Profit

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

East Construction Services

 

$

63,811

 

9.6

%

$

57,118

 

10.8

%

West Construction Services

 

119,328

 

14.3

%

118,385

 

13.4

%

Engineering

 

9,571

 

20.5

%

9,700

 

19.5

%

Total

 

$

192,710

 

12.5

%

$

185,203

 

12.7

%

 



 

OTHER FINANCIAL INFORMATION

 

Primoris’s balance sheet at December 31, 2012 included cash and cash equivalents of $157.6 million, working capital of $144.0 million, total debt and capital leases of $155.4 million and stockholders’ equity of $332.6 million.  The balance sheet included a $23.4 million liability representing the estimated fair value for earnout payments for Rockford’s financial performance for 2012 and Sprint’s performance for 2012 and potential earnout payments for Sprint’s financial performance for 2013, Saxon’s performance for 2013 or 2014, and Q3C’s financial performance for the 13 ½  month period ending December 31, 2013 and for 2014.

 

BACKLOG

 

At December 31, 2012, total backlog was $1.35 billion compared to $1.16 billion at December 31, 2011.  Primoris expects that approximately 57% of total backlog at December 31, 2012 will be recognized as revenue in 2013, with $435 million expected for the East Construction Services segment, $320 million for the West Construction Services segment and $14 million for the Engineering segment.

 

Backlog should not be considered a comprehensive indicator of future revenues, as a significant portion of Primoris’s revenues are derived from projects that are not part of a backlog calculation and projects that are considered a part of backlog may be cancelled by our customers.  In 2012, approximately $292.6 million of revenue was generated by projects that were not included in backlog.

 

CONFERENCE CALL

 

Brian Pratt, Chairman, President and Chief Executive Officer, and Peter J. Moerbeek, Executive Vice President and Chief Financial Officer will host a conference call today, Thursday, March 7, 2013 at 11:30 am Eastern Time / 10:30 am Central Time to discuss the results.

 

Interested parties may participate in the call by dialing:

 

·            (877) 407-8293 (Domestic)

·            (201) 689-8349 (International)

 

The conference call will also be broadcasted live via the Investor Relations section of Primoris’s website at www.prim.com.  Once at the Investor Relations section, please click on “Events & Presentations”.  If you are unable to participate in the live call, the conference call will be archived and can be accessed for approximately 90 days.

 

ABOUT PRIMORIS

 

Founded in 1946, Primoris, through various subsidiaries, has grown to become one of the largest specialty contractors and infrastructure companies in the United States. Serving diverse end markets, Primoris provides a wide range of construction, fabrication, maintenance, replacement, water and wastewater, and engineering services to major public utilities, petrochemical companies, energy companies, municipalities, and other customers. Since December 2009, Primoris has tripled its revenue and the Company’s national footprint now extends from Florida, along the Gulf Coast, through California, into the Pacific Northwest and Canada.  For additional information, please visit www.prim.com

 

FORWARD LOOKING STATEMENTS

 

This press release contains certain forward-looking statements, including with regard to the Company’s future performance. Words such as “estimated,” “believes,” “expects,” “projects,” “may,” and “future” or similar expressions are intended to identify forward-looking statements.  Forward-looking statements inherently involve risks and uncertainties, including without limitation, those described in this press release and those detailed in the “Risk Factors” section and other portions of our Annual Report on Form 10-K for the period ended December 31, 2012, and other filings with the Securities and Exchange Commission.  Primoris does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

Company Contact

 

Peter J. Moerbeek

Kate Tholking

Executive Vice President, Chief Financial Officer

Director of Investor Relations

(214) 740-5602

(214) 740-5615

pmoerbeek@prim.com

ktholking@prim.com

 



 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

480,883

 

$

373,066

 

$

1,541,734

 

$

1,460,150

 

Cost of revenues

 

426,064

 

322,020

 

1,349,024

 

1,274,947

 

Gross profit

 

54,819

 

51,046

 

192,710

 

185,203

 

Selling, general and administrative expenses

 

26,740

 

25,779

 

96,424

 

86,204

 

Operating income

 

28,079

 

25,267

 

96,286

 

98,999

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Income (loss) from non-consolidated entities

 

(709

)

(3,287

)

186

 

4,018

 

Foreign exchange loss

 

(6

)

154

 

(36

)

(96

)

Other expense

 

91

 

(171

)

(870

)

(1,088

)

Interest income

 

14

 

34

 

157

 

331

 

Interest expense

 

(575

)

(1,191

)

(3,619

)

(5,431

)

Income before provision for income taxes

 

26,894

 

20,806

 

92,104

 

96,733

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

(8,962

)

(8,335

)

(33,837

)

(38,174

)

Net income

 

17,932

 

12,471

 

58,267

 

58,559

 

Net income attributable to noncontrolling interests

 

(911

)

 

(1,511

)

 

Net income attributable to Primoris

 

$

17,021

 

$

12,471

 

$

56,756

 

$

58,559

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic:

 

$

0.33

 

$

0.24

 

$

1.10

 

$

1.15

 

Diluted:

 

$

0.33

 

$

0.24

 

$

1.10

 

$

1.14

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

51,404

 

51,059

 

51,391

 

50,707

 

Diluted

 

51,418

 

51,292

 

51,406

 

51,153

 

 



 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

(Unaudited)

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

157,551

 

$

120,306

 

Short term investments

 

3,441

 

23,000

 

Customer retention deposits and restricted cash

 

35,377

 

31,490

 

Accounts receivable, net

 

268,095

 

187,378

 

Costs and estimated earnings in excess of billings

 

41,701

 

41,866

 

Inventory and uninstalled contract materials

 

37,193

 

31,926

 

Deferred tax assets

 

10,477

 

10,659

 

Prepaid expenses and other current assets

 

10,800

 

13,252

 

Total current assets

 

564,635

 

459,877

 

Property and equipment, net

 

184,840

 

129,649

 

Investment in non-consolidated entities

 

12,831

 

12,687

 

Intangible assets, net

 

51,978

 

32,021

 

Goodwill

 

116,941

 

94,179

 

Total assets

 

$

931,207

 

$

728,413

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

151,546

 

$

106,725

 

Billings in excess of costs and estimated earnings

 

158,892

 

137,729

 

Accrued expenses and other current liabilities

 

76,152

 

59,923

 

Dividends payable

 

 

1,532

 

Current portion of capital leases

 

3,733

 

6,623

 

Current portion of long-term debt

 

19,446

 

13,870

 

Current portion of subordinated debt

 

 

15,167

 

Current portion of contingent earnout liabilities

 

10,900

 

3,450

 

Total current liabilities

 

420,669

 

345,019

 

Long-term capital leases, net of current portion

 

3,831

 

4,047

 

Long-term debt, net of current portion

 

128,367

 

55,852

 

Long-term subordinated debt, net of current portion

 

 

7,334

 

Long-term contingent earnout liabilities, net of current portion

 

12,531

 

9,268

 

Deferred tax liabilities

 

20,018

 

21,079

 

Other long-term liabilities

 

13,153

 

10,882

 

Total liabilities

 

$

598,569

 

$

453,481

 

Stockholders’ equity

 

 

 

 

 

Preferred Stock - $0001 par value, 1,000,000 shares authorized, none issued and outstanding at December 31, 2012 and 2011, respectively

 

 

 

Common stock-$.0001 par value; 90,000,000 shares authorized, 51,403,686 and 51,059,132 issued and outstanding at December 31, 2012 and December 31, 2011

 

5

 

5

 

Additional paid-in capital

 

155,605

 

150,003

 

Retained earnings

 

175,517

 

124,924

 

Noncontrolling interest

 

1,511

 

 

Total stockholders’ equity

 

332,638

 

274,932

 

Total liabilities and stockholders’ equity

 

$

931,207

 

$

728,413