8-K/A - PRIM - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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

August 2, 2023

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.)

2300 N. Field Street , Suite 1900 , Dallas , Texas **** 75201

(Address of principal executive offices)

(Zip Code)

(214) **** 740-5600

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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	PRIM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend its current report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on August 7, 2023 (the "Original Report") solely to correct a clerical error that resulted in an Item 2.02 Results of Operations and Financial Condition disclosure being misclassified as Item 2.01 Completion of Acquisition or Disposition of Assets. Except as otherwise provided herein, the disclosures made in the Original Report remain unchanged.

Item 2.02Results of Operations and Financial Condition

On August 7, 2023, Primoris Services Corporation, a Delaware corporation (“Primoris”, the “Company”) issued a press release announcing its financial performance for the quarter ended June 30, 2023.

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 deemed 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 8.01Other Events

Declaration of Cash Dividend to Stockholders

On August 2, 2023, the Company’s Board of Directors declared a cash dividend of $0.06 per share of common stock for stockholders of record as of September 29, 2023, payable on or about October 13, 2023.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description
99.1		Press Release dated August 7, 2023

104		Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)

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 hereunto duly authorized.


		PRIMORIS SERVICES CORPORATION
Dated: August 7, 2023	By:	/s/ Kenneth M. Dodgen
		Kenneth M. Dodgen
		Executive Vice President, Chief Financial Officer

For your information, please see the attached earnings release of Primoris Corporation (“Primoris”) for the three months ended March 31, 2008

Exhibit 99.1

Primoris Services Corporation Reports Second Quarter 2023 Results

Dallas, TX – August 7, 2023 – Primoris Services Corporation ( NYSE : PRIM) (“Primoris” or the “Company”) today announced financial results for its second quarter ended June 30, 2023 and provided comments on the Company’s operational performance and outlook for 2023.

For the second quarter of 2023, Primoris reported the following highlights ^(1)^:

●	Revenue of $1,413.4 million, up $390.4 million, or 38.2 percent, compared to the second quarter of 2022 driven by strong growth in both the Utilities and Energy segments and in part by the PLH and B Comm acquisitions;
●	Net income of $39.0 million, or $0.72 per diluted share, a decrease of $11.1 million, or $0.21 per diluted share, from the second quarter of 2022, primarily due to a $40.1 million gain on sale and leaseback transaction in 2022;
---	---
●	Adjusted net income of $43.4 million, or $0.80 per diluted share, an increase of $17.3 million, or $0.32 per diluted share, from the second quarter of 2022;
---	---
●	Backlog of $6.6 billion, up 44.1 percent from the second quarter of 2022, including Master Service Agreements (“MSA”) backlog of $2.0 billion, up 15.9 percent from the second quarter of 2022;
---	---
●	Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) of $102.4 million, up $46.2 million, or 82.3 percent, from the second quarter of 2022.
---	---
●	Raised EPS and Adjusted EPS guidance ranges to $2.15 to $2.35 and $2.60 to $2.80 per diluted share, respectively.
---	---
(1)	Please refer to “Non-GAAP Measures” and Schedules 1, 2, 3 and 4 for the definitions and reconciliations of our Non-GAAP financial measures, including “Adjusted Net Income,” “Adjusted EPS” and “Adjusted EBITDA.”
---	---

“Our second quarter results once again established new records for Primoris, including total backlog and revenue generation,” said Tom McCormick, President and Chief Executive Officer of Primoris. “The growth we continue to see across our businesses indicates that we are well-positioned in the right end markets and that our customers value the quality service and execution provided by our employees.”

“In addition to ongoing success in our strategic markets of renewables, power delivery and communications, we are seeing improved demand for our industrial and pipeline services, which are moving past many of the headwinds experienced during 2022,” he added. “We are encouraged by customer sentiment regarding their upcoming plans, and their interest in an ongoing partnership with Primoris as they continue investing in the years ahead to strengthen North America’s infrastructure.”

“Looking forward to the second half of 2023, I am confident in our teams’ abilities to successfully execute on our expanding backlog of projects safely, efficiently and to the satisfaction of our customers. As a result, I have increasing confidence that we are well-positioned to exceed our goals for 2023 and set a solid foundation for an even stronger year in 2024.”

Second Quarter 2023 Results Overview

Revenue was $1,413.4 million for the three months ended June 30, 2023, an increase of $390.4 million, or 38.2 percent, compared to the same period in 2022. The increase was primarily due to strong growth across our renewables, industrial and pipeline businesses, as well as contributions from the PLH and B Comm acquisitions. Gross profit was $157.3 million for the three months ended June 30, 2023, an increase of $65.2 million, or 70.7 percent, compared to the same period in 2022. The increase was primarily due to an increase in revenue, master service agreement rate increases to mitigate inflationary pressures, primarily in the Utilities segment, and improved margins across several businesses in the

Energy segment. Gross profit as a percentage of revenue increased to 11.1 percent for the three months ended June 30, 2023, compared to 9.0 percent for the same period in 2022, primarily as a result of improved margins in the utilities, pipeline services and renewables businesses.

During the second quarter of 2023, net income was $39.0 million compared to net income of $50.2 million in the prior year. Diluted earnings per share (“EPS”) was $0.72 for the second quarter of 2023 compared to $0.93 for the same period in 2022. The decrease in net income and diluted earnings per share from the previous year can be largely attributed to a $40.1 million gain on sale and leaseback transaction realized in the second quarter of 2022. Adjusted Net Income was $43.4 million for the second quarter, compared to $26.1 million for the same period in 2022. Adjusted diluted EPS was $0.80 for the second quarter of 2023, compared to $0.48 for the second quarter of 2022. The increase in adjusted net income and adjusted diluted EPS was due to increased revenue, including contribution from the PLH and B Comm acquisitions, and improved profitability across multiple end markets in the Energy segment and the Utilities segment. Adjusted EBITDA was $102.4 million for the second quarter of 2023, compared to $56.1 million for the same period in 2022.

In the first quarter of 2023, we changed our reportable segments in connection with the realignment of our internal organization and management structure, and now we report in two segments: Utilities and Energy. Revenue and gross profit for the segments for the three and six months ended June 30, 2023 and 2022 were as follows:

Segment Revenue

(in thousands, except %)

(unaudited)


		For the three months ended June 30,
		2023					2022
					% of					% of
					Total					Total
Segment	****	Revenue		****	Revenue	****	Revenue		****	Revenue
Utilities		$	640,236		45.3%		$	476,121		46.5%
Energy			773,141		54.7%			546,827		53.5%
Total		$	1,413,377		100.0%		$	1,022,948		100.0%


		For the six months ended June 30,
		2023					2022
					% of					% of
					Total					Total
Segment	****	Revenue		****	Revenue	****	Revenue		****	Revenue
Utilities		$	1,169,128		43.8%		$	834,849		46.2%
Energy			1,501,145		56.2%			972,484		53.8%
Total		$	2,670,273		100.0%		$	1,807,333		100.0%

Segment Gross Profit

(in thousands, except %)

(unaudited)


		For the three months ended June 30,
		2023					2022
	****			****	% of	****			****	% of
					Segment					Segment
Segment		Gross Profit			Revenue		Gross Profit			Revenue
Utilities		$	66,510		10.4%		$	40,356		8.5%
Energy			90,754		11.7%			51,753		9.5%
Total		$	157,264		11.1%		$	92,109		9.0%


		For the six months ended June 30,
		2023					2022
	****			****	% of	****			****	% of
					Segment					Segment
Segment		Gross Profit			Revenue		Gross Profit			Revenue
Utilities		$	100,081		8.6%		$	62,709		7.5%
Energy			156,916		10.5%			85,885		8.8%
Total		$	256,997		9.6%		$	148,594		8.2%

Utilities Segment (“Utilities”): Revenue increased by $164.1 million, or 34.5 percent, for the three months ended June 30, 2023, compared to the same period in 2022, primarily due to the acquisitions of PLH and B Comm and increased activity in our legacy power delivery and gas operations markets. Gross profit for the three months ended June 30, 2023 increased by $26.2 million, or 64.8 percent, compared to the same period in 2022. The increase in gross profit is primarily attributable to the higher revenue and the impact of improved rates on power delivery services to offset inflation pressures primarily experienced during 2022. Gross profit as a percentage of revenue increased to 10.4 percent during the three months ended June 30, 2023 compared to 8.5 percent for the same period in 2022.

Energy Segment (“Energy”): Revenue increased by $226.3 million, or 41.4 percent, for the three months ended June 30, 2023, compared to the same period in 2022. The increase year-over-year was primarily due to increased pipeline and renewables project work, increased industrial activity in the Gulf Coast region and contributions from the PLH acquisition. Gross profit for the three months ended June 30, 2023, increased by $39.0 million, or 75.4 percent, compared to the same period in 2022, primarily due to higher revenue and margins. Gross profit as a percentage of revenue increased to 11.7 percent during the three months ended June 30, 2023, compared to 9.5 percent in the same period in 2022. The increase in gross margin is primarily due to strong execution on a pipeline project in the mid-Atlantic in 2023, higher relative carrying costs for equipment and personnel in 2022 caused by lower than anticipated pipeline volumes.

Other Income Statement Information

Selling, general and administrative (“SG&A”) expenses were $85.6 million during the quarter ended June 30, 2023, an increase of $25.8 million, or 43.3 percent, compared to 2022. The increase year-over-year was primarily due to the acquisitions of PLH and B Comm. Also contributing to the increase was higher incentive compensation costs associated with improved operational performance and an increase in headcount to support revenue growth. SG&A expense as a percentage of revenue increased to 6.1 percent in the second quarter of 2023, compared to 5.8 percent in the second quarter 2022.

Interest expense, net for the quarter ended June 30, 2023 was $16.9 million compared to $4.7 million for the quarter ended June 30, 2022. The increase of $12.2 million was due to higher average debt balances from the borrowings incurred related to the PLH acquisition and higher average interest rates, partially offset by a $3.2 million unrealized gain on our interest rate swaps in 2023. Interest expense for the full year 2023 is expected to increase to approximately $73 to $77 million due to higher average debt balances and higher interest rates.

The effective tax rate on income for the six months ended June 30, 2023 of 29.0% differs from the U.S. federal statutory rate of 21.0% primarily due to state income taxes and nondeductible components of per diem expenses. We recorded income tax expense for the six months ended June 30, 2023 of $16.5 million compared to $12.5 million for the six months ended June 30, 2022. The $4.0 million increase in income tax expense is primarily driven by a higher effective tax rate in 2023, partially offset by a $4.2 million decrease in pretax income.

Outlook

The Company is raising its estimates for the year ending December 31, 2023. Net income is expected to be between $2.15 and $2.35 per fully diluted share. Adjusted EPS is estimated in the range of $2.60 to $2.80 for 2023. Adjusted EBITDA for the full year 2023 is expected to range from $360 million to $380 million.

The Company is targeting SG&A expense as a percentage of revenue in the low six percent range for full year 2023. The Company’s targeted gross margins by segment are as follows: Utilities in the range of 9 to 11 percent and Energy in the range of 10 to 12 percent. The Company expects its effective tax rate for 2023 to now be approximately 29 percent, but it may vary depending on the mix of states in which the Company operates.

Adjusted EPS and Adjusted EBITDA are non-GAAP financial measures. Please refer to “Non-GAAP Measures” and Schedules 1-4 below for the definitions and reconciliations. The guidance provided above constitutes forward-looking statements, which are based on current economic conditions and estimates, and the Company does not include other potential impacts, such as changes in accounting or unusual items. Supplemental information relating to the Company’s financial outlook is posted in the Investor Relations section of the Company’s website at www.prim.com.

Backlog

(in millions)




	Backlog at June 30, 2023
Segment	Fixed Backlog		MSA Backlog		Total Backlog
Utilities	$	150.7	$	1,829.2	$	1,979.9
Energy		4,394.3		215.0		4,609.3
Total	$	4,545.0	$	2,044.2	$	6,589.2

At June 30, 2023, Fixed Backlog was $4.5 billion, an increase of $1.0 billion compared to our backlog at March 31, 2023 and December 31, 2022. MSA Backlog was $2.0 billion, flat compared to backlog on March 31, 2023 and up $0.1 billion from December 31, 2022. MSA Backlog represents estimated MSA revenue for the next four quarters. Total Backlog as of June 30, 2023 was $6.6 billion, which represented a new record for the Company. The Company expects that during the next four quarters, the Company will recognize as revenue approximately 71 percent of the total backlog at June 30, 2023, comprised of backlog of approximately: 100 percent of the Utilities segment and 59 percent of the Energy segment.

Backlog, including estimated MSA revenue, should not be considered a comprehensive indicator of future revenue. Revenue from certain projects where scope, and therefore contract value, is not adequately defined, is not included in Fixed Backlog. At any time, any project may be cancelled at the convenience of the Company’s customers.

Balance Sheet and Capital Allocation

At June 30, 2023, the Company had $122.7 million of unrestricted cash and cash equivalents. In the second quarter of 2023, capital expenditures were $28.5 million, including $16.6 million in construction equipment purchases. Capital expenditures for the six months ended June 30, 2023 were $42.4 million, including $21.0 million in construction equipment purchases. The Company estimates capital expenditures for the full year 2023 to total between $80 million and $100 million, which includes $40 million to $60 million for equipment. For the remaining six months of 2023, capital expenditures are expected to total between $40 million and $60 million, which includes $20 million to $40 million for equipment.

The Company also announced that on August 2, 2023, its Board of Directors declared a $0.06 per share cash dividend to stockholders of record on September 29, 2023, payable on approximately October 13, 2023. During the six months ended June 30, 2023 the Company did not purchase any shares of common stock under its share purchase program. As of June 30, 2023, the Company had $19.0 million remaining for purchase under the share purchase program. The share purchase plan expires on December 31, 2023.

Conference Call and Webcast

As previously announced, management will host a conference call and webcast on Tuesday, August 8, 2023, at 9:00 a.m. U.S. Central Time (10:00 a.m. U.S. Eastern Time). Tom McCormick, President and Chief Executive Officer, and Ken Dodgen, Executive Vice President and Chief Financial Officer, will discuss the Company’s results and business outlook.

Investors and analysts are invited to participate in the call by phone at 1-888-330-3428, or internationally at 1-646-960-0679 (access code: 7581464) or via the Internet at www.prim.com. A replay of the call will be available on the Company’s website or by phone at 1-800-770-2030, or internationally at 1-647-362-9199 (access code: 7581464), for a seven-day period following the call.

Presentation slides to accompany the conference call are available for download under “Events & Presentations” in the “Investors” section of the Company’s website at www.prim.com.

Non-GAAP Measures

This press release contains certain financial measures that are not recognized under generally accepted accounting principles in the United States (“GAAP”). Primoris uses earnings before interest, income taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS as important supplemental measures of the Company’s operating performance. The Company believes these measures enable investors, analysts, and management to evaluate Primoris’ performance excluding the effects of certain items that management believes impact the comparability of operating results between reporting periods. In addition, management believes these measures are useful in comparing the Company’s operating results with those of its competitors. The non-GAAP measures presented in this press release are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, Primoris’ method of calculating these measures may be different from methods used by other companies, and, accordingly, may not be comparable to similarly titled measures as calculated by other companies that do not use the same methodology as Primoris. Please see the accompanying tables to this press release for reconciliations of the following non‐GAAP financial measures for Primoris’ current and historical results: EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS.

About Primoris

Primoris Services Corporation is a premier specialty contractor providing critical infrastructure services to the utility, energy, and renewables markets throughout the United States and Canada. Built on a foundation of trust, we deliver a range of engineering, construction, and maintenance services that power, connect, and enhance society. On projects spanning utility-scale solar, renewables, power delivery, communications, and transportation infrastructure, we offer unmatched value to our clients, a safe and entrepreneurial culture to our employees, and innovation and excellence to our communities. To learn more, visit www.prim.com and follow us on social media at @PrimorisServicesCorporation.

Forward Looking Statements

This press release contains certain forward-looking statements, including the Company’s outlook, that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including with regard to the Company’s future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “will”, “would” or similar expressions. Forward-looking statements include information concerning the possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of regulation and the economy, generally. Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ materially as a result of a number of factors, including, among other things, customer timing, project duration, weather, and general economic conditions; changes in the mix of customers, projects, contracts and business; regional or national and/or general economic conditions and demand for the Company’s services; price, volatility, and expectations of future prices of oil, natural gas, and natural gas liquids; variations and changes in the margins of projects performed during any particular quarter; increases in the costs to perform services caused by changing conditions; the termination, or expiration of existing agreements or contracts; the budgetary spending patterns of customers; inflation and other increases in construction costs that the Company may be unable to pass through to customers; cost or schedule overruns on fixed-price contracts; availability of qualified labor for specific projects; changes in bonding requirements and bonding availability for existing and new agreements; the need and availability of letters of credit; increases in interest rates and slowing economic growth or recession; the instability in the banking system as a result of recent bank failures; costs incurred to support growth, whether organic or through acquisitions; the timing and volume of work under contract; losses experienced in the Company’s operations; the results of the review of prior period accounting on certain projects and the impact of adjustments to accounting estimates; developments in governmental investigations and/or inquiries; intense competition in the industries in which the Company operates; failure to obtain favorable results in existing or future litigation or regulatory proceedings, dispute resolution proceedings or claims, including claims for additional costs; failure of partners, suppliers or subcontractors to perform their obligations; cyber-security breaches; failure to maintain safe worksites; risks or uncertainties associated with events outside of the Company’s control, including severe weather conditions, public health crises and pandemics, political crises or other catastrophic events; client delays or defaults in making payments; the availability of credit and restrictions imposed by credit facilities; failure to implement strategic and operational initiatives; risks or uncertainties associated with acquisitions, dispositions and investments; possible information technology interruptions or inability to protect intellectual property; the Company’s failure, or the failure of the Company’s agents or partners, to comply with laws; the Company's ability to secure appropriate insurance; new or changing legal requirements, including those relating to environmental, health and safety matters; the loss of one or a few clients that account for a significant portion of the Company's revenues; asset impairments; and risks arising from the inability to successfully integrate acquired businesses. In addition to information included in this press release, additional information about these and other risks can be found in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and the Company’s other filings with the U.S. Securities and Exchange Commission (“SEC”). Such filings are available on the SEC’s website at www.sec.gov. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements. 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 Contacts	****		****
Ken Dodgen		Blake Holcomb
Executive Vice President, Chief Financial Officer		Vice President, Investor Relations
(214) 740-5608		(214) 545-6773
kdodgen@prim.com		bholcomb@prim.com

PRIMORIS SERVICES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)


		Three Months Ended						Six Months Ended
		June 30,						June 30,
	****	2023		****	2022		****	2023		****	2022
Revenue		$	1,413,377		$	1,022,948		$	2,670,273		$	1,807,333
Cost of revenue			1,256,113			930,839			2,413,276			1,658,739
Gross profit			157,264			92,109			256,997			148,594
Selling, general and administrative expenses			85,571			59,730			163,581			115,184
Transaction and related costs			898			5,199			3,593			5,522
Gain on sale and leaseback transaction			—			(40,084)			—			(40,084)
Operating income			70,795			67,264			89,823			67,972
Other income (expense):
Foreign exchange gain, net			376			560			1,302			444
Other income, net			713			155			1,044			146
Interest expense, net			(16,884)			(4,705)			(35,349)			(7,581)
Income before provision for income taxes			55,000			63,274			56,820			60,981
Provision for income taxes			(15,968)			(13,120)			(16,478)			(12,501)
Net income			39,032			50,154			40,342			48,480

Dividends per common share		$	0.06		$	0.06		$	0.12		$	0.12

Earnings per share:
Basic		$	0.73		$	0.94		$	0.76		$	0.91
Diluted		$	0.72		$	0.93		$	0.75		$	0.90

Weighted average common shares outstanding:
Basic			53,301			53,263			53,243			53,251
Diluted			54,324			53,852			54,083			53,815

PRIMORIS SERVICES CORPORATION

CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)


		June 30,			December 31,
	****	2023		****	2022		****

ASSETS
Current assets:
Cash and cash equivalents		$	122,692		$	248,692
Accounts receivable, net			818,284			663,119
Contract assets			786,909			616,224
Prepaid expenses and other current assets			142,949			176,350
Total current assets			1,870,834			1,704,385
Property and equipment, net			480,598			493,859
Operating lease assets			249,609			202,801
Intangible assets, net			237,945			249,381
Goodwill			857,650			871,808
Other long-term assets			25,388			21,786
Total assets		$	3,722,024		$	3,544,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	513,412		$	534,956
Contract liabilities			417,995			275,947
Accrued liabilities			278,432			245,837
Dividends payable			3,199			3,187
Current portion of long-term debt			76,151			78,137
Total current liabilities			1,289,189			1,138,064
Long-term debt, net of current portion			1,036,971			1,065,315
Noncurrent operating lease liabilities, net of current portion			171,477			130,787
Deferred tax liabilities			30,223			57,101
Other long-term liabilities			44,626			43,915
Total liabilities			2,572,486			2,435,182
Commitments and contingencies
Stockholders’ equity
Common stock			6			6
Additional paid-in capital			269,031			263,771
Retained earnings			881,628			847,681
Accumulated other comprehensive income			(1,127)			(2,620)
Total stockholders’ equity			1,149,538			1,108,838
Total liabilities and stockholders’ equity		$	3,722,024		$	3,544,020

PRIMORIS SERVICES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


		Six Months Ended
		June 30,
	****	2023		****	2022
Cash flows from operating activities:
Net income		$	40,342		$	48,480
Adjustments to reconcile net income to net cash used in operating activities (net of effect of acquisitions):
Depreciation and amortization			54,754			40,778
Stock-based compensation expense			5,388			3,995
Gain on sale of property and equipment			(14,735)			(9,972)
Gain on sale and leaseback transaction			—			(40,084)
Unrealized gain on interest rate swap			(2,745)			(4,571)
Other non-cash items			982			579
Changes in assets and liabilities:
Accounts receivable			(154,016)			(105,690)
Contract assets			(170,479)			(63,640)
Other current assets			27,291			(54,142)
Other long-term assets			(1,230)			(13,118)
Accounts payable			(21,959)			62,877
Contract liabilities			136,202			9,798
Operating lease assets and liabilities, net			2,354			(1,088)
Accrued liabilities			16,037			34,932
Other long-term liabilities			982			(247)
Net cash used in operating activities			(80,832)			(91,113)
Cash flows from investing activities:
Purchase of property and equipment			(42,392)			(65,815)
Proceeds from sale of assets			23,465			11,184
Proceeds from sale and leaseback transaction, net of related expenses			—			49,887
Cash paid for acquisitions, net of cash and restricted cash acquired			9,300			(39,631)
Net cash used in investing activities			(9,627)			(44,375)
Cash flows from financing activities:
Borrowings under revolving lines of credit			390,000			77,379
Payments on revolving lines of credit			(370,000)			(12,379)
Proceeds from issuance of long-term debt			—			30,000
Payments on long-term debt			(51,234)			(55,957)
Dividends paid			(6,383)			(6,390)
Purchase of common stock			—			(3,370)
Other			(3,497)			(3,083)
Net cash (used in) provided by financing activities			(41,114)			26,200
Effect of exchange rate changes on cash, cash equivalents and restricted cash			946			(45)
Net change in cash, cash equivalents and restricted cash			(130,627)			(109,333)
Cash, cash equivalents and restricted cash at beginning of the period			258,991			205,643
Cash, cash equivalents and restricted cash at end of the period		$	128,364		$	96,310

Non-GAAP Measures

Schedule 1

Primoris Services Corporation

Reconciliation of Non-GAAP Financial Measures

Adjusted Net Income and Adjusted EPS

(In Thousands, Except Per Share Amounts)

(Unaudited)

Adjusted Net Income and Adjusted EPS

Primoris defines Adjusted Net Income as net income (loss) adjusted for certain items including, (i) non‐cash stock‐based compensation expense; (ii) transaction/integration and related costs; (iii) asset impairment charges; (iv) changes in fair value of the Company’s interest rate swap; (v) change in fair value of contingent consideration liabilities; (vi) amortization of intangible assets; (vii) amortization of debt discounts and debt issuance costs; (viii) losses on extinguishment of debt; (ix) severance and restructuring changes; (x) selected (gains) charges that are unusual or non-recurring; and (xi) impact of changes in statutory tax rates. The Company defines Adjusted EPS as Adjusted Net Income divided by the diluted weighted average shares outstanding. Management believes these adjustments are helpful for comparing the Company’s operating performance with prior periods. Because Adjusted Net Income and Adjusted EPS, as defined, exclude some, but not all, items that affect net income and diluted earnings per share, they may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measures, net income and diluted earnings per share, and information reconciling the GAAP and non‐GAAP financial measures, are included in the table below.


	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		a	2023		2022
Net income as reported (GAAP)	$	39,032	$	50,154		$	40,342	$	48,480
Non-cash stock based compensation		3,009		2,442			5,388		3,995
Transaction/integration and related costs		898		5,199			3,593		5,522
Amortization of intangible assets		5,363		3,463			11,437		7,073
Amortization of debt issuance costs		491		283			982		566
Unrealized gain on interest rate swap		(3,213)		(1,675)			(2,745)		(4,571)
Change in fair value of contingent consideration		(449)		—			(694)		—
Gain on sale and leaseback transaction		—		(40,084)			—		(40,084)
Income tax impact of adjustments		(1,769)		6,302			(5,209)		5,637
Adjusted net income	$	43,362	$	26,084		$	53,094	$	26,618
Weighted average shares (diluted)		54,324		53,852			54,083		53,815
Diluted earnings per share	$	0.72	$	0.93		$	0.75	$	0.90
Adjusted diluted earnings per share	$	0.80	$	0.48		$	0.98	$	0.49

Schedule 2

Primoris Services Corporation

Reconciliation of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

(In Thousands)

(Unaudited)

EBITDA and Adjusted EBITDA

Primoris defines EBITDA as net income (loss) before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for certain items including, (i) non‐cash stock‐based compensation expense; (ii) transaction/integration and related costs; (iii) asset impairment charges; (iv) severance and restructuring changes; (v) change in fair value of contingent consideration liabilities; and (vi) selected (gains) charges that are unusual or non-recurring. The Company believes the EBITDA and Adjusted EBITDA financial measures assist in providing a more complete understanding of the Company’s underlying operational measures to manage its business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. EBITDA and Adjusted EBITDA are non‐GAAP financial measures and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. These non‐GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. The most comparable GAAP financial measure, net income, and information reconciling the GAAP and non‐GAAP financial measures are included in the table below.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income as reported (GAAP)	$	39,032	$	50,154	$	40,342	$	48,480
Interest expense, net		16,884		4,705		35,349		7,581
Provision for income taxes		15,968		13,120		16,478		12,501
Depreciation and amortization		27,021		20,606		54,754		40,778
EBITDA		98,905		88,585		146,923		109,340
Non-cash stock based compensation		3,009		2,442		5,388		3,995
Transaction/integration and related costs		898		5,199		3,593		5,522
Change in fair value of contingent consideration		(449)		—		(694)		—
Gain on sale and leaseback transaction		—		(40,084)		—		(40,084)
Adjusted EBITDA	$	102,363	$	56,142	$	155,210	$	78,773

Schedule 3

Primoris Services Corporation

Reconciliation of Non-GAAP Financial Measures

Forecasted Adjusted Net Income and Adjusted Diluted Earnings Per Share for Full Year 2023

(In Thousands, Except Per Share Amounts)

(Unaudited)

The following table sets forth a reconciliation of the forecasted GAAP net income to Adjusted Net Income and EPS to Adjusted EPS for the year ending December 31, 2023.


	Estimated Range
	Full Year Ending
	December 31, 2023
Net income as defined (GAAP)	$	116,500	$	127,500
Non-cash stock based compensation		11,000		11,000
Amortization of intangible assets		21,500		21,500
Amortization of debt issuance costs		1,900		1,900
Unrealized gain on interest rate swap		(2,700)		(2,700)
Transaction/integration and related costs		3,500		3,500
Change in fair value of contingent consideration		(700)		(700)
Income tax impact of adjustments (1)		(10,000)		(10,000)
Adjusted net income	$	141,000	$	152,000
Weighted average shares (diluted)		54,200		54,200
Diluted earnings per share	$	2.15	$	2.35
Adjusted diluted earnings per share	$	2.60	$	2.80

(1)

Adjustments above are reported on a pre-tax basis before the income tax impact of adjustments. The income tax impact for each adjustment is determined by calculating the tax impact of the adjustment on the Company's quarterly and annual effective tax rate, as applicable, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.

Schedule 4

Primoris Services Corporation

Reconciliation of Non-GAAP Financial Measures

Forecasted EBITDA and Adjusted EBITDA for Full Year 2023

(In Thousands)

(Unaudited)

The following table sets forth a reconciliation of the forecasted GAAP net income to Adjusted EBITDA for the year ending December 31, 2023.


	Estimated Range
	Full Year Ending
	December 31, 2023
Net income as defined (GAAP)	$	116,500	$	127,500
Interest expense, net		73,000		77,000
Provision for income taxes		47,700		52,700
Depreciation and amortization		109,000		109,000
EBITDA	$	346,200	$	366,200
Non-cash stock based compensation		11,000		11,000
Transaction/integration and related costs		3,500		3,500
Change in fair value of contingent consideration		(700)		(700)
Adjusted EBITDA	$	360,000	$	380,000