EX-99.7 9 a10-2048_1ex99d7.htm EX-99.7

Exhibit 99.7

 

PRIMORIS SERVICES CORPORATION

 

 

SEPTEMBER 30, 2009

 

AND DECEMBER 31, 2008

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 



 

Primoris Services Corporation

Index to Unaudited Pro Forma Condensed Combined Financial Statements

 

 

Page

 

 

Unaudited Pro Forma Condensed Combined Financial Statements:

 

Introduction to Unaudited Pro Forma Condensed Combined Financial Statements

1

Pro Forma Condensed Combined Balance Sheet as of September 30, 2009 (Unaudited)

2

Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2009 (Unaudited)

3

Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2008 (Unaudited)

4

Notes to Pro Forma Condensed Combined Financial Statements (Unaudited)

5-7

 



 

PRIMORIS SERVICES CORPORATION

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On December 18, 2009, Primoris Services Corporation, a Delaware corporation (the “Company” or “Primoris”), completed the acquisition (the “Acquisition”) of James Construction Group, L.L.C., a Florida limited liability company (“JCG”).  Following the closing of the acquisition, JCG became a wholly-owned subsidiary of Primoris.

 

Primoris acquired 100% ownership of JCG for approximately $125 million in initial acquisition consideration at closing, paid in a combination of $7 million in cash, shares of our Series A Non-Voting Contingent Convertible Preferred Stock (the “Series A Preferred Stock”) valued at $64.5 million and a $53.5 million promissory note.  In addition, if JCG attains certain specified financial goals for the fiscal year ending December 31, 2010, Primoris will pay the former members of JCG $10 million earnout consideration, payable in shares (the “Earnout Shares”) of our common stock, par value $0.0001.  As a result, and assuming that the earnout consideration is earned, the total consideration paid to the members of JCG pursuant to the purchase agreement would be approximately $135 million.

 

The following unaudited pro forma condensed combined consolidated financial statements are based on the historical financial statements of Primoris and JCG after giving effect to the agreement for our acquisition of JCG, and the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements, as prescribed by the Securities and Exchange Commission guidelines.

 

The following unaudited pro forma condensed combined balance sheet as of September 30, 2009 is presented as if the acquisition of JCG had occurred on September 30, 2009.  The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2009, and the year ended December 31, 2008, are presented as if the JCG acquisition had occurred on January 1, 2008 with recurring acquisition-related adjustments reflected in each of these periods.

 

The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial data to give effect to pro forma events that are, based upon available information and certain assumptions, (i) directly attributable to the transaction, (ii) factually supportable and reasonable under the circumstances, and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results.

 

The transaction will be accounted for under the acquisition method of accounting in accordance with the Financial Accounting Standard Board (“FASB”), Accounting Standard Codification or ASC 805-10 topic for “Business Combinations” (formerly referred to as FASB Statement of Financial Accounting Standards No. 141R).  Management has made a preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed based on various preliminary estimates and assumptions.  These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the net tangible assets and intangible assets.  Any change could result in material variances between our future financial results and the amounts presented in these unaudited condensed combined financial statements, including variances in fair values recorded, as well as expenses associated with these items.

 

The following unaudited pro forma condensed combined financial statements are prepared for illustrative purposes only and are not necessarily indicative of or intended to represent the results that would have been achieved had the transaction been consummated as of the dates indicated or that may be achieved in the future.  The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies, associated cost savings or additional costs that we may achieve with respect to the combined companies.

 

The unaudited pro forma condensed combined financial statements should be read in conjunction with Primoris’ historical consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2008, Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, the historical financial statements of JCG for the year ended December 31, 2008 (Exhibit 99.2 to this Form 8-K/A), the historical unaudited financial statements of JCG as of and for the nine months ended September 30, 2009 (Exhibit 99.5 to this Form 8-K/A), and other information pertaining to Primoris and JCG contained in this Form 8-K/A.

 

1



 

Primoris Services Corporation

Pro Forma Condensed Combined Balance Sheet

As of September 30, 2009

(Unaudited)

(Amounts In Thousands)

 

 

 

(Note A)
Primoris
reported at
9/30/09

 

(Note A)
JCG
reported at
9/30/09

 

Pro Forma
Adjustments

 

Notes

 

Proforma
Combined

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

85,362

 

62,627

 

(44,882

)

C, D, K

 

$

103,107

 

Restricted cash

 

6,536

 

 

 

 

 

 

6,536

 

Accounts receivable

 

81,810

 

55,359

 

 

 

 

 

137,169

 

Costs and estimated earnings in excess of billings

 

22,369

 

3,905

 

 

 

 

 

26,274

 

Inventory

 

2,454

 

19,271

 

 

 

 

 

21,725

 

Deferred tax assets

 

6,182

 

 

 

 

 

 

6,182

 

Prepaid expenses and other current assets

 

1,802

 

2,408

 

 

 

 

 

4,210

 

Total current assets

 

206,515

 

143,570

 

(44,882

)

 

 

305,203

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

31,830

 

41,406

 

18,972

 

G

 

92,208

 

Other assets

 

24

 

28

 

 

 

 

 

52

 

Investment in non-consolidated entities

 

2,773

 

 

 

 

 

 

 

2,773

 

Investment in subsidiary

 

 

166

 

 

 

 

 

166

 

Goodwill

 

2,842

 

 

54,443

 

B, C, F, G, H

 

57,285

 

Intangible assets

 

 

 

 

 

39,000

 

H

 

39,000

 

Total assets

 

$

243,984

 

$

185,170

 

$

67,533

 

 

 

$

496,687

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

$

39,609

 

27,861

 

 

 

 

 

$

67,470

 

Billings in excess of costs and estimated earnings

 

73,037

 

59,201

 

 

 

 

 

132,238

 

Accrued expenses and other current liabilities

 

25,128

 

23,778

 

3,846

 

E

 

52,752

 

Deferred compensation payable

 

 

2,882

 

(2,882

)

K

 

 

Distributions and dividends payable

 

812

 

 

 

 

 

 

812

 

Current portion of long-term debt and capital leases

 

6,310

 

3,361

 

12,666

 

C, D

 

22,337

 

Total current liabilities

 

144,896

 

117,083

 

13,630

 

 

 

275,609

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt and capital leases, net of current portion

 

22,478

 

7,746

 

 

 

 

 

30,224

 

Deferred tax liabilities

 

1,434

 

 

 

 

 

 

1,434

 

Long-term purchase note payable

 

 

 

42,800

 

C

 

42,800

 

Contingent consideration - earnout liability

 

 

 

8,190

 

B

 

8,190

 

Total liabilities

 

168,808

 

124,829

 

64,620

 

 

 

358,257

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders equity:

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

3

 

 

 

 

 

 

3

 

Member equity and retained earnings - James

 

 

60,341

 

(60,341

)

D, E, F

 

 

Additional paid-in capital - Primoris

 

34,796

 

 

 

64,500

 

B

 

99,296

 

Retained earnings - Primoris

 

40,165

 

 

(1,246

)

E

 

38,919

 

Accumulated other comprehensive income

 

212

 

 

 

 

 

 

 

212

 

Total stockholder’s equity

 

75,176

 

60,341

 

2,913

 

 

 

138,430

 

Total liabilities and stockholders’ equity

 

$

243,984

 

$

185,170

 

$

67,533

 

 

 

$

496,687

 

 

2



 

PRIMORIS SERVICES CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the nine months ended September 30, 2009

(Unaudited)

(Amounts in thousands, except per share amounts)

 

 

 

(Note A)
Primoris

 

(Note A)
JCG

 

Pro Forma
Adjustment

 

Notes

 

Pro Forma
Combined

 

Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

367,129

 

$

285,457

 

 

 

 

 

$

652,586

 

Cost of revenues

 

312,402

 

255,378

 

5,179

 

G, H

 

572,959

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

54,727

 

30,079

 

(5,179

)

 

 

79,627

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

23,425

 

11,153

 

1,300

 

H, K

 

35,878

 

Operating income

 

31,302

 

18,926

 

(6,479

)

 

 

43,749

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from non-consolidated entities

 

5,342

 

 

 

 

 

 

5,342

 

Foreign exchange gain (loss)

 

33

 

 

 

 

 

 

33

 

Other income (expense), net

 

 

551

 

 

 

 

 

551

 

Gain on sale of property and equipment

 

 

1,490

 

(1,490

)

K

 

 

Interest income (expense), net

 

(902

)

 

(2,151

)

C

 

(3,053

)

Total other income (expense)

 

4,473

 

2,041

 

(3,641

)

 

 

2,873

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

35,775

 

20,967

 

(10,120

)

 

 

46,622

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

(13,608

)

 

(4,317

)

I

 

(17,925

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

22,167

 

$

20,967

 

$

(14,437

)

 

 

$

28,697

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.70

 

 

 

 

 

M

 

$

0.72

 

Diluted

 

$

0.67

 

 

 

 

 

M

 

$

0.69

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

31,699

 

 

 

8,185

 

M

 

39,884

 

Diluted

 

33,128

 

 

 

8,185

 

M

 

41,313

 

 

3



 

PRIMORIS SERVICES CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2008

(Unaudited)

Amounts in thousands, except per share amounts

 

 

 

(Note A)
Primoris

 

(Note A)
JCG

 

Pro Forma
Adjustment

 

Notes

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

609,072

 

$

410,645

 

 

 

 

 

$

1,019,717

 

Cost of revenues

 

538,629

 

364,146

 

6,905

 

G, H

 

909,680

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

70,443

 

46,499

 

(6,905

)

 

 

110,037

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

31,522

 

13,361

 

2,660

 

H, K

 

47,543

 

Merger related stock expense

 

4,050

 

 

 

 

 

 

 

4,050

 

Operating income

 

34,871

 

33,138

 

(9,565

)

 

 

58,444

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from non-consolidated entities

 

6,065

 

 

 

 

 

 

6,065

 

Foreign exchange gain (loss)

 

855

 

 

 

 

 

 

855

 

Other income (expense), net

 

 

622

 

 

 

 

 

622

 

Gain on sale of property and equipment

 

 

1,060

 

(1,060

)

K

 

 

Goodwill impairment

 

 

 

(1,913

)

 

 

 

 

(1,913

)

Interest income (expense), net

 

(531

)

(61

)

(2,653

)

C

 

(3,245

)

Total other income (expense)

 

6,389

 

(292

)

(3,713

)

 

 

2,384

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

41,260

 

32,846

 

(13,278

)

 

 

60,828

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes - pro forma

 

(16,421

)

 

(7,788

)

I, J

 

(24,209

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) - pro forma

 

$

24,839

 

$

32,846

 

$

(21,066

)

 

 

$

36,619

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - pro forma

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.95

 

 

 

 

 

M

 

$

1.06

 

Diluted

 

$

0.88

 

 

 

 

 

M

 

$

1.01

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

26,258

 

 

8,185

 

M

 

34,443

 

Diluted

 

28,156

 

 

8,185

 

M

 

36,341

 

 

4



 

Primoris Services Corporation

Notes to Pro Forma Condensed Combined Financial Statements (Unaudited)

(Amounts in Thousands)

 

The unaudited pro forma condensed combined balance sheet as of September 30, 2009 is presented as if the acquisition of JCG had occurred on September 30, 2009.  The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2009, and the year ended December 31, 2008, are presented as if the JCG acquisition had occurred on January 1, 2008 with recurring acquisition-related adjustments reflected in each of the periods.  The pro forma adjustments to the unaudited pro forma condensed combined financial statements give effect to events that are directly attributable to the transaction and factually supportable.

 

The allocation of the preliminary purchase price based on the fair value of the acquired assets less liabilities assumed as of December 18, 2009, the date of the acquisition, is as follows:

 

Cash

 

35,899

 

Accounts receivable, net

 

52,187

 

Cost and earnings in excess of billings

 

727

 

Inventory

 

18,506

 

Prepaid expenses

 

1,738

 

Property, plant and equipment

 

60,381

 

Investment in non-consolidated joint ventures

 

300

 

Investment in subsidiary

 

167

 

Other assets

 

28

 

Goodwill

 

52,711

 

Intangible assets

 

39,000

 

Accounts payable

 

(26,321

)

Billing in excess of costs and earnings

 

(63,911

)

Accrued expenses

 

(25,669

)

Current portion of long term debt

 

(5,327

)

Contingent Consideration — earnout liability

 

(8,190

)

Long term debt

 

(7,226

)

Total

 

133,190

 

 


(A)                            The columns for both Primoris and JCG represent the financial statements of each entity, as reported for the period shown.  However, as described in Note (J) below, during the year 2008, Primoris was taxed for seven months as an S-Corporation and five months as a C-Corporation.  For the Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2008, the Primoris Provision for Income Taxes represents pro forma taxes as if the earnings were taxed the entire year at the Primoris corporate statutory rate of 39.8%.

 

(B)                               On December 18, 2009, Primoris issued 81,852.78 shares of the Series A Non-Voting Contingent Convertible Preferred Stock (“Preferred Stock”).  Subject to approval of our stockholders, each share of the Preferred Stock is convertible into 100 shares of our common stock.  Under the purchase agreement, the value of the issued Preferred Stock was to equal $64.5 million, calculated at $7.88 per share.

 

In addition to the Preferred Stock, the Company provided for additional consideration in the form of an earnout.  If JCG’s EBITDA, as defined in the Purchase Agreement, for the year ending December 31, 2010 is greater than $35 million, a number of unregistered common shares equal to $10 million will be issued, subject to certain limitations.  The number of shares for this earnout is to be calculated based on the average closing price of our common stock, as reported on NASDAQ, for the 20 business days prior to December 31, 2010.  The $10 million amount is reflected as a liability on the Pro Forma Condensed Combined Balance Sheet as required under generally accepted accounting principles and has been adjusted to reflect the time value of money and a contingent probability factor, resulting in a liability for $8,190.

 

5



 

(C)                              On December 18, 2009, we paid the sellers $7 million in cash and executed a promissory note payable to the sellers for $53.5 million.  The promissory note is due and payable on December 15, 2014 and bears an annual rate of interest of 5% interest for months 1 through 9, 7% for months 10 through eighteen and 8% for months nineteen until the maturity date.  The principal is to be paid ratably over the 60 months of the promissory note, plus interest.  There is no prepayment penalty.  The current portion of the note at closing was $10.7 million.

 

Interest expense for the note is approximately $2.15 million for the nine months ended September 30, 2009 and approximately $2.65 million for the year ended December 31, 2008.

 

(D)                             Prior to the closing of the Acquisition, JCG made a cash distribution of $35 million to the sellers.  Additionally, to satisfy certain tax obligations of the sellers, JCG issued the sellers an interest-free promissory note dated December 18, 2009 for $1.9 million, which was paid in January 2010.

 

(E)                               JCG incurred certain costs, including legal, accounting and tax consulting expenses relating to the sale of the business to Primoris, and $2.6 million in estimated costs were accrued prior to closing.

 

Additionally, Primoris acquisition related costs, consisting of legal, accounting, tax consulting and due diligence costs, are estimated at $1.25 million.

 

(F)                               Reflects the elimination of JCG’s equity and represents the book value of net assets acquired by Primoris.

 

(G)                              The transaction will be accounted for under the acquisition method of accounting in accordance with the Financial Accounting Standard Board (“FASB”), Accounting Standard Codification or ASC 805-10 topic for “Business Combinations” (formerly referred to as FASB Statement of Financial Accounting Standards No. 141R).  Accordingly, the JCG assets and liabilities are measured at fair value at the date of the acquisition.  Primoris engaged a third party valuation specialist to perform a fair value assessment for fixed assets on the date of the acquisition and increased the book value for the fixed assets, primarily machinery and equipment.

 

The resulting adjustment to depreciation expense is approximately $2.8 million for the nine months ended September 30, 2009 and approximately $3.8 million for the year ended December 31, 2008 and are charged to Cost of Revenues.

 

(H)                             To determine the estimated fair value of intangibles acquired, Primoris engaged a third party valuation specialist to perform an independent valuation.  The valuation is preliminary and subject to change.  Based on the preliminary assessment, the acquired intangible asset categories, fair value and average amortization periods are as follows:

 

 

 

Amortization

 

Fair

 

 

 

Period

 

Value (thousands)

 

 

 

 

 

 

 

Tradename

 

10 years

 

$

16,650

 

Non-compete agreements

 

5 years

 

$

5,200

 

Customer relationships

 

10 years

 

$

10,150

 

Backlog

 

 2.25 years

 

$

7,000

 

 

Additional amortization expense resulting from the increase in fair value of acquired intangible assets is approximately $5.123 million for the nine months ended September 30, 2009 (with $2.333 million charged to Cost of Revenues and $2.790 million charged to Selling, General and Administrative Expenses) and $6.831 million for the year ended December 31, 2008 (with $3.111 million charged to Cost of Revenues and $3.72 million charged to Selling, General and Administrative Expenses).

 

(I)                                  The tax effect of both the Income Before Income Taxes for JCG and the pro forma adjustments for the Acquisition is calculated using the Primoris corporate statutory rate of 39.8% for the periods presented.

 

(J)                                 For the period prior to August 1, 2008, Primoris had elected federal taxation in accordance with Subchapter S (“S-Corporation”) of the Internal Revenue Code (“IRC”).  Similarly, for the period up through the closing of the Acquisition, JCG was taxed as an S-Corporation.  For an S-Corporation, no federal income tax liability is generally recorded on the corporation books.

 

On August 1, 2008, Primoris became subject to Subchapter C of the IRC.  In order to improve its financial comparability between years, Primoris included pro forma net income data in its 2008 SEC Form 10-K.  This pro forma calculation uses a statutory tax rate of 39.8 percent through the entire fiscal year 2008 to present pro forma net income and pro forma earnings per share information.  The same pro forma calculation was performed in this Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2008.

 

6



 

(K)                             This adjustment reclassifies the JCG presentation for “gain on sale of property, plant and equipment” to Selling, General and Administrative in accordance with Primoris practice.

 

(L)                               Prior to the closing of the acquisition, JCG paid the amount for deferred compensation.

 

(M)                          The adjustment to EPS reflects the 81,852.78 shares of preferred stock as if they were converted into common stock, at a conversion rate of 100 common shares per share of preferred stock, in order to reflect the additional dilution.

 

7