EX-99.1 2 a10-15647_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

PRIMORIS SERVICES CORPORATION ANNOUNCES SECOND QUARTER 2010 FINANCIAL RESULTS

 

BOARD OF DIRECTORS DECLARES $0.025 PER SHARE CASH DIVIDEND

 

Q2 2010 Financial Highlights

 

·                  Revenues increased 69.9% to $203.2 million from $119.6 million in Q2 2009

·                  Net income of $7.1 million, or $0.16 per diluted share, compared to Q2 2009 net income of $8.6 million, or $0.26 per diluted share

·                  $120.3 million in cash and short-term investments at June 30, 2010

 

Lake Forest, CA — August 9, 2010 — Primoris Services Corporation (NASDAQ GM: PRIM; PRIMW) (“Primoris” or “Company”) today announced financial results for its second quarter ended June 30, 2010.  Primoris’ results for the second quarter of 2010 included 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.

 

The Company also announced that on August 6, 2010, its Board of Directors declared a $0.025 per share cash dividend to stockholders of record as of September 30, 2010, payable on or about October 15, 2010.

 

Brian Pratt, Chairman, President and Chief Executive Officer of Primoris, commented, “The results for the past quarter demonstrate the benefits of being a diversified construction company, operating in different markets with an expanded geographical reach.  We experienced a significant decline in revenues in our West Construction Segment where our industrial group continued to feel the effects of the cancellation of two major projects in 2009, while the underground and parking structure businesses were impacted by the macro-economic slowdown.  However, as we head into the second half of the year, we have begun to see our underground business workload increase, especially in our Master Service Agreement work.  We also have announced the awards of two large traditional power plant projects this year for our West Construction Segment industrial group, and we expect to see revenue contributions from these projects beginning in the fourth quarter of this year. The new contracts have resulted in the rebound of our West Construction Segment backlog to more satisfactory levels from their lows in the third quarter of 2009. During the quarter, the East Construction Segment generated a strong financial performance, contributing to revenues, profits and backlog growth, and we expect this trend to continue for the rest of the year.

 

Company-wide, we have announced so far this year over $500 million in new, large-scale contracts involving heavy civil, underground, and power and energy-related projects.  These awards have driven our current total backlog to over $1 billion, a more than 15% increase over total backlog at June 30, 2010. While we believe that our end markets are showing signs of strengthening, a more pronounced improvement is not likely until 2011.  As we look ahead, we believe that our recent investment in WesPac Energy LLC will help broaden our exposure to a variety of pipeline, terminal, and energy-related infrastructure opportunities across North America.  The investment may result in additional project opportunities for us as early as the second half of 2011.  We continue to monitor our markets for growth opportunities, including potential acquisitions.  We are supported in these efforts by a solid financial position and a proven, experienced team of industry professionals.”

 

2010 SECOND QUARTER RESULTS OVERVIEW

 

Revenues for the second quarter ended June 30, 2010 were $203.2 million, an increase of $83.6 million, or 69.9% from the same period in 2009.  The increase in revenues was due primarily to the acquisitions in late 2009, which contributed $112.9 million in revenues for the 2010 second quarter.   Excluding the impact of the acquisitions, revenues for the 2010 second quarter declined by $29.3 million compared to the same period a year ago. The decline in revenues was across all business lines, but especially in pipeline and industrial projects in the West Construction segment, reflecting the slowdown in project awards in 2009.

 



 

Gross profit increased by $5.9 million, or 28.5%, for the 2010 second quarter from the same period one year ago, due primarily to a $12.8 million profit contribution from our acquisitions, as well as the successful close out of pipeline and industrial projects in the West Construction segment compared to the first quarter of 2009. Gross profit as a percent of revenues decreased to 13.1% from 17.3% in the 2009 second quarter, due primarily to lower utilization of equipment and manpower in the West Construction segment and to lower margins in the legacy companies of the East Construction segment.

 

SEGMENT RESULTS

 

Effective January 1, 2010 our 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, Inc., Cardinal Mechanical, and Cravens.

 

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

 

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

 

Segment Revenues

(in thousands, except %)

 

 

 

For the three months ended June 30,

 

 

 

2010

 

2009

 

 

 

 

 

% of

 

 

 

% of

 

 

 

 

 

Segment

 

 

 

Segment

 

Segment

 

Revenue

 

Revenue

 

Revenue

 

Revenue

 

 

 

(Unaudited)

 

East Construction Services

 

$

120,471

 

59.3

%

$

13,459

 

11.3

%

West Construction Services

 

69,821

 

34.4

%

92,788

 

77.6

%

Engineering

 

12,895

 

6.3

%

13,363

 

11.1

%

Total

 

$

203,187

 

100.0

%

$

119,610

 

100.0

%

 

 

 

For the six months ended June 30,

 

 

 

2010

 

2009

 

 

 

 

 

% of

 

 

 

% of

 

 

 

 

 

Segment

 

 

 

Segment

 

Segment

 

Revenue

 

Revenue

 

Revenue

 

Revenue

 

 

 

(Unaudited)

 

East Construction Services

 

$

224,707

 

59.4

%

$

28,198

 

11.6

%

West Construction Services

 

129,708

 

34.3

%

182,832

 

75.2

%

Engineering

 

23,754

 

6.3

%

32,130

 

13.2

%

Total

 

$

378,169

 

100.0

%

$

243,160

 

100.0

%

 



 

Segment Gross Margin

(in thousands, except %)

 

 

 

For the three months ended June 30,

 

 

 

2010

 

2009

 

 

 

 

 

% of

 

 

 

% of

 

 

 

Gross

 

Segment

 

Gross

 

Segment

 

Segment

 

Profit

 

Revenue

 

Profit

 

Revenue

 

 

 

(Unaudited)

 

East Construction Services

 

$

13,593

 

11.3

%

$

1,348

 

10.0

%

West Construction Services

 

10,181

 

14.6

%

18,128

 

19.5

%

Engineering

 

2,862

 

22.2

%

1,267

 

9.5

%

Total

 

$

26,636

 

13.1

%

$

20,743

 

17.3

%

 

 

 

For the six months ended June 30,

 

 

 

2010

 

2009

 

 

 

 

 

% of

 

 

 

% of

 

 

 

Gross

 

Segment

 

Gross

 

Segment

 

Segment

 

Profit

 

Revenue

 

Profit

 

Revenue

 

 

 

(Unaudited)

 

East Construction Services

 

$

23,214

 

10.3

%

$

3,058

 

10.8

%

West Construction Services

 

22,392

 

17.3

%

29,215

 

16.0

%

Engineering

 

5,503

 

23.2

%

2,976

 

9.3

%

Total

 

$

51,109

 

13.5

%

$

35,249

 

14.5

%

 

East Construction Services: The $107.0 million increase in revenues was attributable to the 2009 addition of JCG and, to a lesser extent, Cravens, offset by a $5.9 million revenue decline primarily in water and wastewater projects.  The $12.2 million gross profit increase was due to the gross margin contribution from JCG compared to the second quarter of 2009.  Gross margin for the second quarter of 2010 included $1.1 million of intangible amortization expense related to the JCG acquisition.  Higher gross profit margin in the 2010 second quarter primarily reflected the increased margins associated with JCG projects compared to those  of the water and wastewater projects in 2009.

 

West Construction Services: The $23.0 million decline in revenues for the second quarter 2010 was primarily attributable to lower project revenues from power plant, oil and gas, and parking structure projects.  The $7.9 million decline in gross profit for the second quarter of 2010 was due primarily to the impact of significantly lower business volumes and the impact of profit of project close-outs of large power plant and pipeline projects in the second quarter of 2009.  The decline in gross profit margin was attributable to last year’s benefit from higher project close-out margins.

 

Engineering: Revenues decreased by $0.5 million from the second quarter of 2009, reflecting the benefit of the finalization of a large international project and several large domestic projects in 2009. Gross profit rose by $1.6 million, due to customer acceptance of a project in 2010 and lower profit margins in the 2009 period because of a reserve for  completed work.  The customer acceptance contributed toward an improved gross profit margin as a percent of revenues  to over 20% for the quarter.

 

Selling, general and administrative expenses (“SG&A”) increased by $7.7 million, or 94.3%, for the 2010 second quarter compared to the prior year period.  Approximately $6.0 million of the increase was attributable to the acquisitions of JCG and Cravens, with the balance of the increase attributable to higher professional fees, a decline in profit on sale of equipment and lower allocations of expenses to the cost of revenues reflecting the reduced West Construction segment operations.

 

Operating income for the 2010 second quarter was $10.8 million, or 5.3% of total revenues, compared to $12.6 million, or 10.5% of total revenues, for the same period last year.

 



 

Net other income for the second quarter of 2010 was $0.5 million compared to net other income of $1.4 million for the second quarter of 2009, due primarily to higher interest expense of $0.7 million on the subordinated debt associated with the JCG acquisition and to the expense of $0.3 million related to the change in fair value of the contingent acquisition earnout liabilities.

 

Income from continuing operations before provision for income taxes for the second quarter of 2010 was $11.3 million, or 5.5% of revenues, as compared to $14.0 million, or 11.7% of revenues, in the second quarter of 2009.

 

The provision for income taxes for the second quarter of 2010 was $4.2 million, for an effective tax rate of 37.1%, compared to $5.4 million, for an effective tax rate of 38.3%, in the prior year’s quarter.

 

Net income for the second quarter of 2010 was $7.1 million, or $0.16 per diluted share, compared to net income of $8.6 million, or $0.26 per diluted share, in the same period in 2009.  Fully diluted shares outstanding for the second quarter of 2010 increased by 38.3% to 45.4 million from 32.8 million in last year’s second 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 of 0.9 million warrants and the dilutive impact of the remaining 3.8 million warrants.

 

OTHER FINANCIAL INFORMATION

 

Primoris’ balance sheet at June 30, 2010 reported cash and cash equivalents of $87.3 million, short-term investments of $33.0 million, working capital of $66.1 million, total debt and capital leases secured by equipment of $59.7 million, subordinated acquisition debt of $46.3 million and stockholders’ equity of $159.9 million.  Additionally, the balance sheet included a $9.9 million liability representing the estimated fair value for earn-out payments relating to the 2009 acquisitions.

 

BACKLOG

 

At June 30, 2010, total backlog was $872.8 million, an increase of $77.4 million, or 9.7%, from total backlog of $795.4 million at December 31, 2009.  Primoris expects that approximately $338.7 million, or 38.8%, of the total backlog at June 30, 2010, will be recognized as revenue during the remainder of 2010, with $210.5 million expected for the East Construction segment, $88.0 million for the West Construction segment, and $40.2 million for the Engineering segment.

 

Backlog should not be considered a comprehensive indicator of future revenues, as a portion of Primoris’ revenues are derived from projects that are not part of a backlog calculation and projects in backlog may be cancelled by our customers.

 

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, August 9, 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’ 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

 

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.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 year ended December 31, 2009 and other filings with the Securities and Exchange Commission, including the Company’s Form 10-Q expected to be filed on August 9, 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

 

The Equity Group Inc.

Peter J. Moerbeek

 

Devin Sullivan

Executive Vice President, Chief Financial Officer

 

Senior Vice President

(949) 454-7121

 

(212) 836-9608

pmoerbeek@prim.com

 

dsullivan@equityny.com

 



 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Thousands, Except Per Share Amounts)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

203,187

 

$

119,610

 

$

378,169

 

$

243,160

 

Cost of revenues

 

176,551

 

98,867

 

327,060

 

207,911

 

Gross profit

 

26,636

 

20,743

 

51,109

 

35,249

 

Selling, general and administrative expenses

 

15,823

 

8,143

 

29,269

 

15,559

 

Operating income

 

10,813

 

12,600

 

21,840

 

19,690

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Income from non-consolidated entities

 

1,756

 

1,736

 

2,724

 

3,903

 

Foreign exchange gain (loss)

 

94

 

(26

)

186

 

203

 

Other expense

 

(322

)

 

(631

)

 

Interest income

 

153

 

205

 

333

 

464

 

Interest expense

 

(1,220

)

(539

)

(2,527

)

(1,065

)

 

 

461

 

1,376

 

85

 

3,505

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, before provision for income taxes

 

11,274

 

13,976

 

21,925

 

23,195

 

Provision for taxes

 

(4,187

)

(5,355

)

(8,140

)

(8,954

)

Income from continuing operations

 

7,087

 

8,621

 

13,785

 

14,241

 

Loss on discontinued operations, net of income taxes

 

 

(41

)

 

(21

)

Net income

 

$

7,087

 

$

8,580

 

$

13,785

 

$

14,220

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.16

 

$

0.26

 

$

0.36

 

$

0.45

 

Income on discontinued operations

 

$

 

$

 

$

 

$

 

Net income

 

$

0.16

 

$

0.26

 

$

0.36

 

$

0.45

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.16

 

$

0.26

 

$

0.30

 

$

0.44

 

Income on discontinued operations

 

$

 

$

 

$

 

$

 

Net income

 

$

0.16

 

$

0.26

 

$

0.30

 

$

0.44

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

43,163

 

32,477

 

38,210

 

31,303

 

Diluted

 

45,407

 

32,835

 

45,451

 

32,477

 

 



 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands, Except Share Amounts)

 

 

 

June 30,

 

December 31,

 

 

 

2010

 

2009

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

87,283

 

$

90,004

 

Short-term investments

 

33,000

 

30,058

 

Restricted cash

 

9,310

 

6,845

 

Accounts receivable, net

 

121,928

 

108,492

 

Costs and estimated earnings in excess of billings

 

22,091

 

11,378

 

Inventory

 

19,922

 

22,275

 

Deferred tax assets

 

5,630

 

5,630

 

Prepaid expenses and other current assets

 

12,375

 

5,501

 

Current assets from discontinued operations

 

 

5,304

 

Total current assets

 

311,539

 

285,487

 

Property and equipment, net

 

97,269

 

92,568

 

Investment in non-consolidated entities

 

3,133

 

5,599

 

Intangible assets, net

 

29,818

 

32,695

 

Goodwill

 

59,678

 

59,678

 

Total assets

 

$

501,437

 

$

476,027

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

64,392

 

$

62,568

 

Billings in excess of costs and estimated earnings

 

117,572

 

114,035

 

Accrued expenses and other current liabilities

 

37,819

 

34,992

 

Distributions and dividends payable

 

1,107

 

2,987

 

Current portion of long-term debt

 

9,694

 

6,482

 

Current portion of capital leases

 

3,537

 

4,220

 

Current portion of subordinated debt

 

10,575

 

10,397

 

Current liabilities of discontinued operations

 

733

 

6,511

 

Total current liabilities

 

245,429

 

242,192

 

Long-term debt, net of current portion

 

39,922

 

26,368

 

Long-term capital leases, net of current portion

 

6,512

 

7,734

 

Long-term subordinated debt, net of current portion

 

35,758

 

43,853

 

Deferred tax liabilities

 

2,643

 

2,643

 

Contingent earnout liabilities

 

9,910

 

9,278

 

Other long-term liabilities

 

1,354

 

 

Total liabilities

 

341,528

 

332,068

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Preferred stock-$.0001 par value, 1,000,000 shares authorized, 0 issued and outstanding at June 30, 2010 and 81,852.78 at December 31, 2009

 

 

 

Common stock-$.0001 par value, 90,000,000 shares authorized, 44,238,611 and 32,704,903 issued and outstanding at June 30,2010 and December 31,2009

 

4

 

3

 

Additional paid-in capital

 

105,348

 

100,644

 

Retained earnings

 

54,557

 

42,982

 

Accumulated other comprehensive income

 

 

330

 

Total stockholders’ equity

 

159,909

 

143,959

 

Total liabilities and stockholders’ equity

 

$

501,437

 

$

476,027