EX-99.1 2 a10-6418_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

Primoris Services Corporation Announces 2009 Fourth Quarter and Year End Financial Results

 

Board of Directors Declares $0.025 Per Share Cash Dividend

 

LAKE FOREST, Calif., Mar 10, 2010 (GlobeNewswire via COMTEX News Network) — In a release issued this morning by Primoris Services Corporation (Nasdaq:PRIM), please note that a correction has been made to the Condensed Consolidated Statements of Income for the Twelve Month Period Ended December 31, 2009; specifically, Basic Net Income Per Share for the period should read $0.81, not ($0.81). The corrected release follows:

 

Q4 2009 Financial Highlights

 

·                  Revenues of $117.2 million compared to $142.2 million in Q4 2008

·                  Gross margin rose to 17.2% of revenues from 12.8% of revenues in Q4 2008

·                  Operating margin increased to 6.7% of revenues from 5.8% of revenues in Q4 2008

·                  Primoris entered into an agreement to sell its Ecuador operations, resulting in loss from discontinued operations of $3.0 million, or $0.08 per diluted share; in Q4 2008, the discontinued operations were at breakeven

·                  Income from continuing operations of $6.8 million, or $0.18 per diluted share compared to Q4 2008 income from continuing operations of $7.8 million, or $0.23 per diluted share and compared to Q4 2008 pro forma income from continuing operations of $6.3 million, or $0.19 per diluted share

·                  $120.1 million in cash and short-term investments at December 31, 2009

 

Primoris Services Corporation (Nasdaq:PRIM) (Nasdaq:PRIMU) (Nasdaq:PRIMW) (“Primoris” or “Company”), one of the largest specialty contractors and engineering companies in the United States, today announced financial results for its fourth quarter and year ended December 31, 2009. Results for the 2009 and 2008 periods include the effect of discontinued operations from the Company’s activities in Ecuador.

 

The Company also announced that its Board of Directors has declared a $0.025 per share cash dividend to stockholders of record as of March 31, 2010, payable on or about April 15, 2010.

 

Brian Pratt, Chairman, President and Chief Executive Officer of Primoris, commented, “During 2009 we focused on improving our basic business, including strengthening our relations with our clients and suppliers; securing better margined projects; managing and collecting cash; and evaluating acquisition opportunities as we sought to mitigate the impact of a lower volume year and capitalize on the opportunities that more difficult economic environments can present. With the acquisitions of James Construction Group and Cravens Partners, we nearly doubled the size of Primoris and broadened both our geographic and services reach. We also expanded our presence in the alternative energy space with the formation of Primoris Renewables. During the 2009 fourth quarter, we signed contracts totaling approximately $150 million that represented additional work in virtually all of our business lines. At the end of the year, we had built our cash position to $120.1 million, or approximately $3.67 per outstanding share, an increase of $32 million during the year.”

 

Mr. Pratt concluded, “Although some of the issues that affected our markets and operating results during 2009 are expected to persist in the first half of 2010, we are optimistic that our greater size and resources have positioned us to capitalize on, what we believe, will be a more robust operating environment in the second half of this year and into 2011.”

 

Q4 2009 Financial Results Overview

 

Consolidated revenues for the fourth quarter of 2009 decreased by $25.0 million, or 17.6% to $117.2 million from the fourth quarter of 2008. This decrease was due primarily to reductions in our California industrial business of $30.0 million, a decrease in Florida water and sewer construction of $9.0 million, a $7.8 million decrease in underground and a decrease of $4.1 million in our engineering segment, partially offset by increased revenues of $9.4 million from our cable and conduit business and $16.8 million from our two new acquisitions.

 



 

Gross profit for the fourth quarter of 2009 was $20.2 million compared to $18.3 million in the fourth quarter of 2008, primarily attributable to increased revenues and improved margins in the cable and conduit sector and contributions from our recent acquisitions. Profit margins in engineering were at higher than historical levels in the fourth quarter of 2009 as compared to the same period 2008 as we benefited from the completion of a large process project. Gross profit as a percentage of revenues for the fourth quarter of 2009 increased to 17.2% from 12.8% for the same period in 2008, due to the successful close out of projects and the benefit of more profitable fixed unit price and time and material contracts.

 

Revenues and gross profit for the fourth quarter of 2009 and 2008 for Primoris’s two reportable segments were as follows:

 

 

 

Three Months Ended December 31,

 

 

 

($ in 000’s — Unaudited)

 

 

 

2009

 

2008

 

 

 

Amount

 

Percentage
of 
Revenue

 

Amount

 

Percentage 
of 
Revenue

 

 

 

 

 

 

 

 

 

 

 

Construction Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

103,443

 

 

 

$

124,324

 

 

 

Gross profit

 

$

18,366

 

17.8

%

$

17,402

 

14.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

13,796

 

 

 

$

17,874

 

 

 

Gross profit

 

$

1,806

 

13.1

%

$

860

 

4.8

%

 

A significant portion of the $20.9 million decline in Construction Services segment revenues was the result of a $10.5 million decrease in work performed at the Chevron Corporation Richmond Refinery project located in California. A state judge halted work on the project due to environmental issues in July 2009. That ruling is currently under appeal. The remaining revenue decline was a result of the substantial completion of underground and water and wastewater construction projects in 2008 which were not replaced with new projects in 2009 as customers delayed capital spending due to a slowdown in the general economy. The revenue decreases were partially offset by higher revenues in the cable and conduit sector, as well as the revenue contribution from the James Construction Group and Cravens Partners acquisitions. Revenues for the Engineering segment decreased by 22.8%, due primarily to completion this year of several large 2008 projects.

 

Selling, general and administrative expenses of $12.3 million for the fourth quarter of 2009 increased $2.3 million, or 23%, from $10.0 million in the same period last year. The change was primarily due to decreased SG&A allocations to cost of goods sold of $1.1 million as a result of lower engineering segment activity and transaction costs of $1.2 million associated with the acquisition of James Construction Group.

 

Operating income for the 2009 fourth quarter decreased to $7.8 million, or 6.7% of total revenues, compared to $8.3 million, or 5.8% of total revenues, for the same period last year.

 

During December 2009, the Company determined to discontinue all operations in Ecuador and a plan was put in place to sell the stock ownership of the Ecuador company. Primoris recorded a loss from discontinued operations of $3.0 million in the fourth quarter of 2009 compared to breakeven in the fourth quarter of 2008. In February 2010, the Company entered into an agreement for the sale of the Ecuador business, the consummation of which did not have a material impact to the Company’s operations.

 



 

Net other income for the fourth quarter of 2009 was $3.2 million compared to $2.2 million for the fourth quarter of 2008. Other income included $3.4 million income from non-consolidated entities, $0.3 million in foreign exchange gain and $0.1 million in interest income. Other income was reduced by $0.5 million in interest expense.

 

Income from continuing operations before provision for income taxes for the fourth quarter of 2009 increased to $11.1 million, or 9.4% of revenues, from $10.4 million, or 7.3% of revenues, in the fourth quarter of 2008.

 

The provision for income taxes increased to $4.3 million for the fourth quarter of 2009 for an effective tax rate of 38.6% compared to a rate of 25.1% in the prior year quarter. The increase was the result of a change in tax status from that of Subchapter S of the Internal Revenue Code to that of Subchapter C of the Code associated with the July 2008 merger of Rhapsody Acquisition Corp. and Primoris Corporation. If the Company had been taxed for the entire fourth quarter of 2008 as a C-Corporation, on a pro forma basis, the 2008 tax provision would have been $4.2 million for an effective tax rate of 39.8%.

 

Net income for the fourth quarter of 2009 was $3.7 million, or $0.10 per share (reflecting a tax rate of 38.6%), compared to net income of $7.8 million, or $0.23 per share (reflecting a tax rate of 25.1%), in the same period in 2008. On a pro forma basis net income for the fourth quarter of 2008 would have been $6.3 million, or $0.19 per diluted share (reflecting a pro forma tax rate of 39.8%). The Company believes that pro forma net income for prior periods is a better indicator of performance for comparison purposes. Fully diluted shares outstanding for the fourth quarter 2009 were approximately 38.1 million compared to 33.3 million for the prior year fourth quarter, an increase of 14.3%.

 

Other Financial Information

 

Primoris’s balance sheet at December 31, 2009 reported cash and cash equivalents of $90.0 million, short-term investments of $30.1 million, working capital of $43.3 million, total long-term debt secured by equipment of $34.1 million, long-term subordinated acquisition debt of $43.9 million and stockholders’ equity of $144.0 million. Additionally, the balance sheet included a $9.3 million liability representing the estimated fair value for earn-out payments relating to the 2009 acquisitions.

 

Backlog

 

Total backlog at December 31, 2009 was $795.4 million, an increase of $444.4 million, or 126.6%, from $351.0 million at December 31, 2008, excluding Ecuador’s discontinued operations. The December 31, 2009 amount includes $546.9 million added by the acquisitions of James Construction Group and Cravens Partners. In addition, the total backlog amount at December 31, 2009 included approximately $40.0 million, compared to $88.0 million at December 31, 2008, related to the previously disclosed demobilization at Chevron Corp’s Richmond Refinery project located in California. Excluding any work for the Chevron project, Primoris expects that approximately 60% of the total backlog at December 31, 2009, will be recognized as revenue during 2010.

 

Backlog should not be considered a comprehensive indicator of future revenues, as a significant portion of Primoris’ revenues are derived from projects that are not part of a backlog calculation. During 2009, approximately $135.3 million of revenue - $78.9 million attributable to Primoris and $56.4 million attributable to James Construction Group — was generated by projects completed under master service agreements, time and material contracts, and fixed unit price contracts.

 

Conference Call

 

Brian Pratt, Chairman, President and Chief Executive Officer, and Peter J. Moerbeek, Executive Vice President, Chief Financial Officer will host a conference call on Wednesday, March 10, 2010 at 11:30 am Eastern Time / 8:30 am Pacific Time to discuss the results. Interested parties may participate in the call by dialing (866) 255-7436 (Domestic) or (706) 634-4739 (International). The conference call will also be broadcast live via the Investor Relations section of Primoris’s website at www.primoriscorp.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

 

Primoris, through various subsidiaries, is one of the largest specialty contractors and engineering companies in the United States. Primoris provides a wide range of construction, fabrication, maintenance and replacement services, as well as engineering services to major public utilities, petrochemical companies, energy companies, municipalities and other customers. With the addition of the James Construction Group, Primoris has a significant presence in the Gulf States region where it provides heavy civil construction services. Primoris is also a leading water and wastewater contractor in the state of Florida, and a specialist in designing and constructing complex commercial and industrial concrete structures in California. For additional information on Primoris, please visit www.primoriscorp.com.

 



 

The Primoris Services Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5527

 

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,” 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 year ended December 31, 2008 and other filings with the Securities and Exchange Commission, including the Company’s Form 10-K to be filed on or before March 12, 2010. 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.

 

CONTACT:

 

Primoris Services Corporation

Peter J. Moerbeek, Executive Vice President,

Chief Financial Officer

(949) 454-7121

pmoerbeek@primoriscorp.com

 

The Equity Group Inc.

Devin Sullivan, Senior Vice President

(212) 836-9608

dsullivan@equityny.com

 

Gerrard Lobo, Senior Account Executive

(212) 836-9610

globo@equityny.com

 

### #### ###

 



 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share amounts)

 

 

 

Three Months Ended

 

Twelve Months
Ended

 

 

 

December
31, 2009

 

December
31, 2008

 

December
31, 2009

 

December
31, 2008

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

117,239

 

$

142,198

 

$

467,010

 

$

597,822

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

97,067

 

123,936

 

391,435

 

527,380

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

20,172

 

18,262

 

75,575

 

70,442

 

Selling, general and administrative expenses

 

11,956

 

9,616

 

34,781

 

30,544

 

 

 

 

 

 

 

 

 

 

 

Merger related stock expense

 

390

 

375

 

390

 

4,050

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

7,826

 

8,271

 

40,404

 

35,848

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Income from non-consolidated entities

 

3,411

 

1,564

 

8,753

 

6,065

 

Foreign exchange gain (loss)

 

260

 

788

 

293

 

855

 

Interest income

 

86

 

361

 

640

 

1,710

 

Interest expense

 

(516

)

(543

)

(1,979

)

(2,250

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before provision for income taxes

 

11,067

 

10,441

 

48,111

 

42,228

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

(4,273

)

(2,625

)

(18,350

)

(4,926

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

6,794

 

7,816

 

29,761

 

37,302

 

Loss on discontinued operations, net of income taxes

 

(3,048

)

(20

)

(3,849

)

(869

)

 

 

 

 

 

 

 

 

 

 

Net income

 

$

3,745

 

$

7,796

 

$

25,912

 

$

36,433

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.21

 

$

0.26

 

$

0.93

 

$

1.42

 

(Loss) on discontinued operations

 

$

(0.10

)

$

0.00

 

$

(0.12

)

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

Net income

 

$

0.11

 

$

0.26

 

$

0.81

 

$

1.39

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.18

 

$

0.23

 

$

0.86

 

$

1.32

 

(Loss) on discontinued operations

 

$

(0.08

)

$

0.00

 

$

(0.11

)

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

Net income

 

$

0.10

 

$

0.23

 

$

0.75

 

$

1.29

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

32,644

 

29,977

 

31,937

 

26,258

 

Diluted

 

38,113

 

33,344

 

34,418

 

28,156

 

 



 

Pro forma net income data — Unaudited 2008:

 

 

 

 

 

 

 

 

 

Income from continuing operations, before provision for income tax, as reported

 

 

 

$

10,441

 

 

 

$

42,228

 

 

 

 

 

 

 

 

 

 

 

Pro forma provision for income tax

 

 

 

(4,161

)

 

 

(16,797

)

 

 

 

 

 

 

 

 

 

 

Pro forma income from continuing operations

 

 

 

$

6,280

 

 

 

$

25,431

 

 

 

 

 

 

 

 

 

 

 

Pro forma income (loss) on discontinued operations

 

 

 

2

 

 

 

(592

)

 

 

 

 

 

 

 

 

 

 

Pro forma net income

 

 

 

$

6,282

 

 

 

$

24,839

 

 

 

 

 

 

 

 

 

 

 

Pro forma earnings per share

 

 

 

 

 

 

 

 

 

Basic — income from continuing operations

 

 

 

$

0.21

 

 

 

$

0.97

 

Basic — (loss) on discontinued operations

 

 

 

$

0.00

 

 

 

$

(0.02

)

Basic — net income

 

 

 

$

0.21

 

 

 

$

0.95

 

Diluted - income from continuing operations

 

 

 

$

0.19

 

 

 

$

0.90

 

Diluted - (loss) on discontinued operations

 

 

 

$

0.00

 

 

 

$

(0.02

)

Diluted - net income

 

 

 

$

0.19

 

 

 

$

0.88

 

 



 

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands)

 

 

 

December 
31,
2009

 

December
31,
2008

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

90,004

 

$

72,848

 

Short-term investments

 

30,058

 

15,036

 

Restricted cash

 

6,845

 

8,556

 

Accounts receivable, net

 

108,492

 

90,622

 

Costs and estimated earnings in excess of billings

 

11,378

 

19,793

 

Inventory

 

22,275

 

2,349

 

Deferred income taxes

 

5,630

 

5,591

 

Prepaid expenses and other current assets

 

5,501

 

798

 

Current assets from discontinued operations

 

5,304

 

6,862

 

Total current assets

 

285,487

 

222,455

 

 

 

 

 

 

 

Property and equipment, net

 

92,568

 

24,820

 

Other assets

 

 

139

 

Investment in non-consolidated ventures

 

5,599

 

500

 

Other intangible assets, net

 

32,695

 

52

 

Goodwill

 

59,678

 

2,842

 

Non-current assets of discontinued operations

 

 

1,404

 

 

 

 

 

 

 

Total assets

 

$

476,027

 

$

252,212

 

 



 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

62,568

 

$

50,991

 

Billings in excess of costs and estimated earnings

 

114,035

 

71,193

 

Accrued expenses and other current liabilities

 

34,992

 

25,171

 

Distributions and dividends payable

 

2,987

 

5,696

 

Current portion of capital leases

 

4,220

 

2,198

 

Current portion of long-term debt

 

6,482

 

5,679

 

Current portion of subordinated debt

 

10,397

 

 

Current liabilities of discontinued operations

 

6,511

 

7,464

 

Total current liabilities

 

242,192

 

168,392

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

26,368

 

26,624

 

Long-term capital leases, net of current portion

 

7,734

 

341

 

Long-term subordinated debt, net of current portion

 

43,853

 

 

Deferred tax liabilities

 

2,643

 

1,425

 

Other long-term liabilities

 

9,278

 

 

Total liabilities

 

332,068

 

196,782

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock

 

3

 

3

 

Additional paid-in capital

 

100,644

 

34,796

 

Retained earnings

 

42,982

 

20,528

 

Accumulated other comprehensive income

 

330

 

103

 

 

 

 

 

 

 

Total stockholders’ equity

 

143,959

 

55,430

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

476,027

 

$

252,212