8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

May 10, 2010

Date of Report (Date of earliest event reported)

Primoris Services Corporation

(Exact name of Registrant as specified in its charter)

Delaware	001-34145	20-4743916
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

26000 Commercentre Drive, Lake Forest, California 92630

(Address of principal executive offices)

(Zip Code)

(949) 598-9242

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 10, 2010, Primoris Services Corporation, a Delaware corporation (the “Company”, “we” or “our”) issued a press release announcing our financial performance for the first quarter ended March 31, 2010. 

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.07Submission of Matters to a Vote of Security Holders.

The annual meeting of the stockholders of the Company was held on May 11, 2010.  The total number of shares of the Company’s common stock issued, outstanding and entitled to vote at the meeting was 35,900,483 shares of which 28,095,791 were present at the meeting either in person or by proxy.  The results of the votes for the following proposals were as follows:

Proposal 1

Our stockholders elected three Class B directors to hold office for a three-year term expiring at the annual meeting of stockholders to be held in 2013 or until their respective successors are elected and qualified.

·John P. Schauerman

·Votes “For” — 26,246,875; votes “Withheld — 182,483; Broker “Non-Votes” 1,666,433

·Stephen C. Cook

·Votes “For” — 26,395,861; votes “Withheld” — 33,497; Broker “Non-Votes” 1,666,433

·Peter J. Moerbeek

·Votes “For” — 26,156,370; votes “Withheld” — 272,988; Broker “Non-Votes” 1,666,433.

2

Proposal 2

Our stockholders ratified the appointment of Moss Adams, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.

·Votes “For” — 27,974,737

·Votes “Against” — 117,168

·Votes “Abstain” — 3,886

On May 14, 2010, we issued a press release announcing the results of our Annual Meeting of Stockholders held on May 11, 2010, the declaration of a cash dividend for our stockholders of record date as of June 30, 2010, the appointment of Stephen C. Cook as our Lead Director and the appointment of Robert A. Tinstman to our Compensation Committee.

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01.              Other Events.

Declaration of Dividend

On May 14, 2010, we issued a press release announcing that our Board of Directors declared a cash dividend of $0.025 per share on our outstanding shares of common stock, payable to stockholders of record as of June 30, 2010, with an anticipated distribution date on or about July 15, 2010.

Item 9.01.   Financial Statements and Exhibits.

(d)   Exhibits .

Exh. No.	Description
99.1	Press Release dated May 10, 2010
99.2	Press Release dated May 14, 2010

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			PRIMORIS SERVICES CORPORATION
Dated: May 14, 2010	By:	/s/	Peter J. Moerbeek
			Peter J. Moerbeek
			Executive Vice President, Chief Financial Officer

4

EX-99.1

Exhibit 99.1

Primoris Services Corporation Announces First Quarter 2010 Financial Results

Q1 2010 Financial Highlights, May 10, 2010

·Revenues increased 41.6% to $175.0 million from $123.6 million in Q1 2009

·Gross margin rose to 14.0% of revenues from 11.7% of revenues in Q1 2009

·Operating margin increased to 6.1% of revenues from 5.7% of revenues in Q1 2009

·Net income of $6.7 million, or $0.15 per diluted share, compared to Q1 2009 net income of $5.6 million, or $0.17 per diluted share

·$112.3 million in cash and short-term investments at March 31, 2010

LAKE FOREST, Calif., May 10, 2010 — Primoris Services Corporation (Nasdaq:PRIM) (Nasdaq:PRIMW) (“Primoris” or “Company”) today announced financial results for its first quarter ended March 31, 2010. Primoris’s results for the first quarter of 2010 include the results of James Construction Group (JCG), which was acquired on December 18, 2009, and Cravens Services, Inc., which was acquired on October 3, 2009.

Brian Pratt, Chairman, President and Chief Executive Officer of Primoris, commented, “Our results for the first quarter of 2010 reflect the benefits of our acquisitions and show the promise of our recently expanded service platform and geographic presence with the addition of JCG. As shown by the decrease in revenues for our legacy businesses, we are still feeling the impact of the economic issues that affected our markets and operating results in 2009; however, we are encouraged by what appears to have been a bottoming of the backlog for our legacy businesses in the fourth quarter of 2009 and by the current active bidding environment. We believe that our end markets will continue to show improvement in the second half of 2010 and will evolve into a more robust operating environment by year end and into 2011. We remain positioned to capitalize on the opportunities that an improving economic environment can present to experienced, well-capitalized, and well-managed companies.”

Q1 2010 Financial Results Overview

Consolidated revenues for the first quarter of 2010 increased by $51.4 million, or 41.6%, to $175.0 million from the first quarter of 2009, due primarily to a $96.0 million revenue contribution from JCG and, to a much lesser extent, Cravens Services. Excluding the impact of these acquired businesses, revenues declined by $44.6 million from the same quarter a year ago, reflecting reduced revenues across all business lines, especially in underground and industrial projects. This reduction in revenues was the result of a reduced level of new work acquired last year.

Gross profit for the first quarter of 2010 rose to $24.5 million, or 14.0% of revenues, from $14.5 million, or 11.7% of revenues, in the first quarter of 2009. This increase was primarily attributable to an $8.7 million profit contribution from the recent acquisitions, the successful close out of underground and industrial projects compared to the first quarter of 2009 and the recent conversion of a fixed-price contract to a reimbursable cost contract.

Segment Results

In prior periods, the Company reported two operating segments: “Construction Services” and “Engineering.” Following the acquisition of JCG, we made a change in our management structure, and effective January 1, 2010, the reportable operating segments are:

·East Construction Services — incorporates JCG’s construction business, located primarily in the southeastern United States, as well as businesses along the Gulf Coast region, including Cardinal Contractors, Cardinal Mechanical, and Cravens.

·West Construction Services — includes construction performed in the western United States, primarily in California and Nevada, by ARB, ARB Structures and Stellaris LLC.

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

	For the three months ended March 31,
	2010				2009
			% of				% of
			Segment				Segment
Segment	Revenue		Revenue		Revenue		Revenue
	(Unaudited)
EastConstructionServices	$	104,236	59.6	%	$	14,739	11.9	%
WestConstructionServices	59,887		34.2	%	90,044		72.9	%
Engineering	10,859		6.2	%	18,767		15.2	%
Total	$	174,982	100.0	%	$	123,550	100.0	%

	For the three months ended March 31,
	2010				2009
			% of				% of
	Gross		Segment		Gross		Segment
Segment	Profit		Revenue		Profit		Revenue
	(Unaudited)
EastConstructionServices	$	9,621	9.2	%	$	1,710	11.6	%
WestConstructionServices	$	12,211	20.4	%	$	11,087	12.3	%
Engineering	2,641		24.3	%	1,709		9.1	%
Total	$	24,473	14.0	%	$	14,506	11.7	%

East Construction Services: the $89.5 million increase in revenue was attributable to the 2009 additions of JCG and Cravens Services in the fourth quarter 2009. These acquisitions contributed $96.0 million in revenue, which was partially offset by a $6.5 million revenue decline primarily in water and wastewater projects. The $7.9 million gross profit increase was due primarily to JCG’s $8.6 million gross margin contribution compared to the first quarter of 2009.

West Construction Services: the $30.2 million decline in revenues for the first quarter 2010 from the same period last year was primarily attributable to lower project revenues across the Company’s major business lines due to the continuing general industry downturn. The $1.1 million gross profit increase for the first quarter of 2010 from the prior year’s quarter was due to the impact of smaller, higher margin jobs and the impact of converting a fixed-price contract to a cost reimbursable contract.

Engineering: revenues decreased by $7.9 million from the first quarter of 2009, primarily attributable to the completion of one large international project and several smaller projects which reduced revenues in the current quarter. The segment margin benefitted from the completion of the international project and from lower allocation of overhead expenses due to the lower activity level in the segment.

Selling, general and administrative expenses of $13.8 million for the first quarter of 2010 increased $6.3 million, or 85.5%, from $7.4 million in the same period last year. This increase was primarily attributable to the addition of the acquired businesses in the fourth quarter of 2009, as well as lower activity and overhead absorption in the Engineering segment, and increased audit and consulting fees.

Operating income for the 2010 first quarter increased to $10.7 million, or 6.1% of total revenues, from $7.1 million, or 5.7% of total revenues, for the same period last year.

Net other expense for the first quarter of 2010 was $0.1 million compared to net other income of $2.1 million for the first quarter of 2009, due to lower income from non-consolidated entities and higher interest expense in the first quarter of 2010. Interest expense for the first quarter of 2010 increased to $1.3 million from $0.5 million in the first quarter of 2009 primarily due to the interest expense associated with subordinated debt incurred in the JCG acquisition of $0.7 million.

Income from continuing operations before provision for income taxes for the first quarter of 2010 was $10.7 million, or 6.1% of revenues, as compared to $9.2 million, or 7.5% of revenues, in the first quarter of 2009.

The provision for income taxes for the first quarter of 2010 increased to $4.0 million, for an effective tax rate of 37.1%, from $3.6 million, for an effective tax rate of 39.0%, in the prior year quarter.

Net income for the first quarter of 2010 rose to $6.7 million, or $0.15 per diluted share, from net income of $5.6 million, or $0.17 per diluted share, in the same period in 2009. Fully diluted shares outstanding for the first quarter of 2010 increased by 40.2% to 45.5 million from 32.5 million in last year’s first quarter, due to the impact of 8.2 million shares issued for the JCG acquisition, 2.5 million shares issued as a final earn-out portion of the Rhapsody and Primoris merger, the conversion in the quarter of 0.6 million warrants and the dilutive impact of the remaining 4.0 million warrants.

Other Financial Information

Primoris’s balance sheet at March 31, 2010 reported cash and cash equivalents of $83.3 million, short-term investments of $29.0 million, working capital of $57.3 million, total debt and capital leases secured by equipment of $42.2 million, subordinated acquisition debt of $51.0 million and stockholders’ equity of $153.5 million. Additionally, the balance sheet included a $9.6 million liability representing the estimated fair value for earn-out payments relating to the 2009 acquisitions.

Backlog

Total backlog at March 31, 2010 was $824.4 million, an increase of $29.0 million from $795.4 million at December 31, 2009. The March 31, 2010 amount includes $514.6 million added by the acquisitions of JCG and Cravens Services. Primoris expects that approximately $492.2 million, or 59.7% of the total backlog at March 31, 2010, 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.

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 today, May 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 infrastructure companies in the United States. Serving diverse end markets, 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 recent acquisition of 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.

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, 2009 and other filings with the Securities and Exchange Commission, including the Company’s Form 10-Q to be filed on May 10, 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.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Thousands, Except Per Share Amounts)

	Three Months Ended
	March			March
	31,			31,
	2010			2009
Revenues	$	174,982		$	123,550
Cost of revenues	150,509			109,044
Gross profit	24,473			14,506
Selling, general andadministrative expenses	13,755			7,416
Operating income	10,718			7,090
Other income (expense):
Income fromnon-consolidated entities	968			2,167
Foreign exchange gain	92			229
Interest income	180			259
Interest expense	(1,307		)	(526		)
Income from continuingoperations, beforeprovision for income taxes	10,651			9,219
Provision for income taxes	(3,953		)	(3,599		)
Income from continuingoperations	6,698			5,620
Income on discontinuedoperations, net of incometaxes	—			20
Net income	$	6,698		$	5,640
Earnings per share:
Basic:
Income from continuingoperations	$	0.20		$	0.19
Income on discontinuedoperations	$	—		$	—
Net income	$	0.20		$	0.19
Diluted:
Income from continuingoperations	$	0.15		$	0.17
Income on discontinuedoperations	$	—		$	—
Net income	$	0.15		$	0.17
Weighted average commonshares outstanding:
Basic	33,202			30,116
Diluted	45,544			32,477

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands)

			December
	March 31,		31,
	2010		2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	83,289	$	90,004
Short-term investments	29,000		30,058
Restricted cash	6,931		6,845
Accounts receivable, net	117,610		108,492
Costs and estimated earningsin excess of billings	16,187		11,378
Inventory	24,683		22,275
Deferred tax assets	5,630		5,630
Prepaid expenses and othercurrent assets	10,029		5,501
Current assets fromdiscontinued operations	—		5,304
Total current assets	293,359		285,487
Property and equipment, net	90,653		92,568
Investment in non-consolidatedentities	2,174		5,599
Intangible assets, net	31,314		32,695
Goodwill	59,678		59,678
Total assets	$	477,178	$	476,027
LIABILITIES AND STOCKHOLDERS’EQUITY
Current liabilities:
Accounts payable	$	65,888	$	62,568
Billings in excess of costsand estimated earnings	113,397		114,035
Accrued expenses and othercurrent liabilities	35,716		34,992
Distributions and dividendspayable	1,102		2,987
Current portion of capitalleases	3,859		4,220
Current portion of long-termdebt	6,568		6,482
Current portion ofsubordinated debt	9,165		10,397
Current liabilities ofdiscontinued operations	333		6,511
Total current liabilities	236,028		242,192
Long-term debt, net of currentportion	24,694		26,368
Long-term capital leases, netof current portion	7,130		7,734
Long-term subordinated debt,net of current portion	41,863		43,853
Deferred tax liabilities	2,643		2,643
Other long-term liabilities	11,350		9,278
Total liabilities	323,708		332,068
Commitments and contingencies
Stockholders’ equity
Common stock	3		3
Additional paid-in capital	104,738		100,644
Retained earnings	48,577		42,982
Accumulated othercomprehensive income	152		330
Total stockholders’ equity	153,470		143,959
Total liabilities andstockholders’ equity	$	477,178	$	476,027

SOURCE: Primoris Services Corporation

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

EX-99.2

Exhibit 99.2

PRIMORIS SERVICES CORPORATION DECLARES QUARTERLY CASH DIVIDEND

Announces Results of Annual Meeting of Stockholders and New Board Responsibilities

Lake Forest, CA — May 14, 2010 — Primoris Services Corporation (NASDAQ GM: PRIM; PRIMW) (“Primoris” or “Company”) today announced that its Board of Directors has declared a $0.025 per share cash dividend to stockholders of record as of June 30, 2010, payable on or about July 15, 2010.

The Company also announced that, at its 2010 Annual Meeting held on May 11, 2010, stockholders:

·elected the following individuals as Class B Directors: John P. Schauerman, Primoris’s Executive Vice President, Corporate Development; Stephen C. Cook, a Director of the Company since 2008; and Peter J. Moerbeek, Primoris’s Executive Vice President and Chief Financial Officer.   Class B Directors hold office for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2013, or until their respective successors are elected and qualified.

·ratified the appointment of Moss Adams, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

Mr. Cook has also been named Lead Director of Primoris’s Board of Directors.  Mr. Cook’s responsibilities will include, among other things, chairing Board meetings in the absence of the Chairman and chairing executive sessions.

Primoris’s Board of Directors also appointed Robert A. Tinstman to the Compensation Committee, which will now consist entirely of independent Directors.

About Primoris

Primoris, through various subsidiaries, is 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 and replacement services, as well as engineering services to major public utilities, petrochemical companies, energy companies, municipalities and other customers. With the recent acquisition of 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.

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, 2009 and other filings with the Securities and Exchange Commission, including the Company’s Form 10-Q filed on May 10, 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.

Company Contact

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

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