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Nature of Business
9 Months Ended
Sep. 30, 2017
Nature of Business  
Nature of Business

Note 1—Nature of Business

 

Organization and operations  Primoris Services Corporation is a holding company of various construction and product engineering subsidiaries. The Company’s underground and directional drilling operations install, replace and repair natural gas, petroleum, telecommunications and water pipeline systems, including large diameter pipeline systems. The Company’s industrial, civil and engineering operations build and provide maintenance services to industrial facilities including power plants, petrochemical facilities, and other processing plants; construct multi-level parking structures; and engage in the construction of highways, bridges and other environmental construction activities. The Company is incorporated in the State of Delaware, and its corporate headquarters is located at 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201.

 

Reportable Segments — Through the end of the year 2016, the Company segregated its business into three reportable segments: the Energy segment, the East Construction Services segment and the West Construction Services segment. In the first quarter 2017, the Company changed its reportable segments in connection with a realignment of the Company’s internal organization and management structure. The segment changes during the quarter reflect the focus of our chief operating decision maker (“CODM”) on the range of services we provide to our end user markets. Our CODM regularly reviews the Company’s operating and financial performance based on these segments.

 

The current reportable segments include the Power, Industrial and Engineering (“Power”) segment, the Pipeline and Underground (“Pipeline”) segment, the Utilities and Distribution (“Utilities”) segment and the Civil segment.  Segment information for prior periods have been restated to conform to the new segment presentation.  See Note 18 – “Reportable Segments” for a brief description of the reportable segments and their operations.

 

The classification of revenues 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 table lists the Company’s primary business units and their reportable segment:

 

 

 

 

 

 

 

Business Unit

    

Reportable Segment

    

Prior Reportable Segment

 

ARB Industrial (a division of ARB, Inc.)

 

Power

 

West

 

ARB Structures

 

Power

 

West

 

Primoris Power (formerly PES Saxon division)

 

Power

 

Energy

 

Primoris Renewable Energy (a division of Primoris AV)

 

Power

 

Energy

 

Primoris Industrial Constructors (formerly PES Industrial Division)

 

Power

 

Energy

 

Primoris Fabrication (a division of PES)

 

Power

 

Energy

 

Primoris Mechanical Contractors (a combination of a division of PES and Cardinal Contractors)

 

Power

 

Energy

 

OnQuest

 

Power

 

Energy

 

OnQuest Canada

 

Power

 

Energy

 

Primoris Design and Construction (“PD&C”); created 2017

 

Power

 

NA

 

Rockford Corporation (“Rockford”)

 

Pipeline

 

West

 

Vadnais Trenchless Services (“Vadnais Trenchless”)

 

Pipeline

 

West

 

Primoris Field Services (a division of PES Primoris Pipeline)

 

Pipeline

 

Energy

 

Primoris Pipeline (a division of PES Primoris Pipeline)

 

Pipeline

 

Energy

 

Primoris Coastal Field Services; created 2017

 

Pipeline

 

NA

 

ARB Underground (a division of ARB, Inc.)

 

Utilities

 

West

 

Q3 Contracting (“Q3C”)

 

Utilities

 

West

 

Primoris AV

 

Utilities

 

Energy

 

Primoris Distribution Services ("PDS"); created 2017

 

Utilities

 

NA

 

Primoris Heavy Civil (formerly JCG Heavy Civil Division)

 

Civil

 

East

 

Primoris I&M (formerly JCG Infrastructure & Maintenance Division)

 

Civil

 

East

 

BW Primoris

 

Civil

 

East

 

 

The Company owns a 50% interest in two separate joint ventures, both formed in 2015.  The Carlsbad Power Constructors joint venture (“Carlsbad”) is engineering and constructing a gas-fired power generation facility, and the “ARB Inc. & B&M Engineering Co.” joint venture (“Wilmington”) is also engineering and constructing a gas-fired power generation facility.  Both projects are located in Southern California.  The joint venture operations are included as part of the Power segment.  As a result of determining that the Company is the primary beneficiary of the two variable interest entities (“VIEs”), the results of the Carlsbad and Wilmington joint ventures are consolidated in the Company’s financial statements.  Both projects are expected to be completed in 2018.  Financial information for the joint ventures is presented in Note 11 – “Noncontrolling Interests”.

 

On January 29, 2016, the Company acquired the net assets of Mueller Concrete Construction Company (“Mueller”) for $4.1 million, and on November 18, 2016, the Company acquired the net assets of Northern Energy & Power (“Northern”) for $6.8 million.  On May 26, 2017, the Company acquired the net assets of Florida Gas Contractors (“FGC”) for $37.7 million; on May 30, 2017, the Company acquired certain engineering assets for approximately $2.3 million; and on June 16, 2017, the Company acquired the net assets of Coastal Field Services (“Coastal”) for $27.5 million.  Both Mueller and FGC operations are included in the Utilities segment, Northern operations are included in the Power segment, and Coastal operations are included in the Pipeline segment.  See Note 7— “Business Combinations”.

 

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.