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 4, 2012
Date of Report (Date of earliest event reported)
Primoris Services Corporation
(Exact name of Registrant as specified in its charter)
Delaware |
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001-34145 |
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20-4743916 |
(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
of incorporation) |
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Identification No.) |
2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201
(Address of principal executive offices)
(Zip Code)
(214) 740-5600
Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-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 9, 2012, Primoris Services Corporation, a Delaware corporation (Primoris, the Company) issued a press release announcing its financial performance for the first quarter ended March 31, 2012.
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 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of Primoris, was held on May 4, 2012. The total number of shares of the Companys common stock issued, outstanding and entitled to vote at the meeting was 51,245,369 shares. Represented at the meeting either in person or by proxy were 43,879,787 shares or 85.6% of total shares entitled to vote. The results of the votes for the proposals were as follows:
Proposal 1
To elect three Class A directors to hold office for a three-year term expiring at the annual meeting of stockholders to be held in 2015 or until their respective successors are elected and qualified.
· Brian Pratt
· Votes For 27,523,808; votes Withheld 9,124,638; Broker Non-Votes 7,231,341
· Thomas E. Tucker
· Votes For 35,725,358; votes Withheld 923,088; Broker Non-Votes 7,231,341
· Peter C. Brown
· Votes For 35,844,359; votes Withheld 804,087; Broker Non-Votes 7,231,341.
In addition to the directors elected above, the following directors term of office continued after the meeting until subsequent annual meetings of the stockholders:
Class B: Directors with terms expiring at the 2013 annual meeting of stockholders:
· John P. Schauerman
· Stephen C. Cook
· Peter J. Moerbeek
Class C Directors with terms expiring at the 2014 annual meeting of stockholders:
· Michael D. Killgore
· Robert A. Tinstman
· Eric S. Rosenfeld
Proposal 2
To ratify the appointment of Moss Adams, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.
· Votes For 43,754,111
· Votes Against 85,090
· Votes Abstain 40,586
Item 8.01 Other Events.
Declaration of Cash Dividend to Stockholders
On May 9, 2012, Primoris Services Corporation issued a press release announcing the declaration of a cash dividend of $0.03 per common share for stockholders of record date as of June 29, 2012, payable on or about July 16, 2012.
Share Repurchase Plan
The Companys Board of Directors has authorized a share repurchase program under which Primoris may, from time to time and depending on market conditions, share price and other factors, acquire shares of its common stock on the open market or in privately negotiated transactions up to an aggregate purchase price of $20 million. The share repurchase program expires December 31, 2012. Primoris had approximately 51.5 million shares of common stock outstanding at May 8, 2012.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits .
Exh. No. |
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Description |
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99.1 |
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Press Release dated May 9, 2012 |
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.
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PRIMORIS SERVICES CORPORATION | |
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Dated: May 9, 2012 |
By: |
/s/ Peter J. Moerbeek |
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Peter J. Moerbeek |
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Executive Vice President, Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
PRIMORIS SERVICES CORPORATION ANNOUNCES 2012 FIRST QUARTER FINANCIAL RESULTS
BOARD OF DIRECTORS DECLARES $0.03 PER SHARE CASH DIVIDEND AND
AUTHORIZES $20 MILLION SHARE REPURCHASE PLAN
Q1 2012 Financial Highlights Compared to Q1 2011
· Revenues of $291.6 million compared to $359.7 million
· Net income of $10.5 million, or $0.20 per diluted share, compared to net income of $12.3 million, or $0.24 per diluted share
· At March 31, 2012:
· $134.5 million in cash and cash equivalents
· Total backlog of $1.12 billion
Dallas, TX May 9, 2012 Primoris Services Corporation (NASDAQ GS: PRIM) (Primoris or Company) today announced financial results for its first quarter ended March 31, 2012.
The Company also announced that on May 4, 2012, its Board of Directors declared a $0.03 per share cash dividend to stockholders of record as of June 29, 2012, payable on or about July 16, 2012. The Companys Board also authorized a share repurchase program of up to $20 million through December 31, 2012.
Brian Pratt, Chairman, President and Chief Executive Officer of Primoris, commented, Primoris produced solid financial results for the first quarter of 2012, a period that is traditionally the lowest in terms of revenues and profitability, especially for pipeline and heavy highway construction companies. In addition, our comparable 2011 quarter included significant benefits from the large Ruby pipeline project that was substantially completed last year. Excluding the impact of the Ruby project, we were able to increase revenues and, more modestly, gross profit compared to the first quarter of 2011.
During the quarter we generated cash flow from operations of $39.1 million, and our balance sheet at March 31, 2012 included $134.5 million in cash. In March we completed the acquisition of Sprint Pipeline Services for $19.2 million cash plus $980,000 of stock and a potential earn-out payment for future financial performance. For the year ended December 31, 2011, Sprint generated revenues of approximately $70 million, the majority of which were derived from master service agreements with its pipeline customers. We anticipate that this strategic acquisition will allow us to generate a meaningful amount of underground business in the southeastern United States over the next few quarters.
We were also pleased with our business development efforts during the quarter, which allowed us to maintain our backlog at $1.12 billion. Since the end of the quarter, Rockford has received shale-related contracts in both Wyoming and Pennsylvania, Sprint won two contracts in the Texas market, and we secured contracts and work authorizations in our California market. Our backlog reflects our stature as a group of specialized construction and infrastructure companies serving multiple end markets across the United States. We continue to focus on projects and opportunities in underground pipeline integrity, conventional and alternative energy facilities, heavy highway and bridge construction and underground pipelines. Although there remains significant macro-economic uncertainty, we are confident in our plan and people, and remain optimistic about our future opportunities.
Mr. Pratt concluded, The share repurchase plan adopted by our Board of Directors reflects a shared confidence in our business and our industry, as well as a prudent use of capital to create additional value for our stockholders.
2012 FIRST QUARTER RESULTS OVERVIEW
Revenues for the first quarter of 2012 declined by $68.1 million, or 18.9%, to $291.6 million from $359.6 million in the first quarter of 2011. This was due primarily to the substantial completion of Rockfords Ruby pipeline project in the third quarter of 2011, which accounted for a decline in revenues of $114.4 million in the first quarter of 2012 from last years first quarter. Excluding the impact of Ruby, revenues for the 2012 first quarter rose by $46.2 million, or 19.9%, from the first quarter of 2011.
Gross profit for the first quarter of 2012 was $37.6 million, or 12.9% of revenues, as compared to $40.6 million, or 11.3% of revenues, in the first quarter of 2011. The decline in dollars was primarily due to the completion of the Ruby pipeline project; excluding Ruby, gross profit increased by $0.1 million.
The increase in gross profit as a percentage of revenue over the prior year period reflected the completion of an agreement that finalized all costs associated with the construction phase of the Ruby pipeline project. Excluding the effect of the Ruby project, gross profit as a percentage of revenue was 10.6% in the first quarter of 2012 compared to 12.7% in the same period in 2011.
SEGMENT RESULTS
· East Construction Services located primarily in the southeastern United States, incorporates the construction business of James Construction Group (JCG), Cardinal Contractors, Inc.s water and wastewater facility construction business and the newly acquired Sprint Pipeline Services, LP (Sprint).
· West Construction Services includes construction services performed by companies headquartered in the western United States including ARB, Inc., ARB Structures, Inc., and Rockford.
· Engineering incorporates the results of Onquest, Inc. and Born Heaters Canada, ULC.
Segment Revenues
(in thousands, except %)
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For the three months ended March 31, |
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2012 |
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2011 |
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Segment |
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Revenue |
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% of |
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Revenue |
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% of |
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East Construction Services |
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$ |
121,850 |
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41.8 |
% |
$ |
128,079 |
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35.6 |
% |
West Construction Services |
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158,031 |
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54.2 |
% |
220,114 |
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61.2 |
% | ||
Engineering |
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11,692 |
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4.0 |
% |
11,452 |
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3.2 |
% | ||
Total |
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$ |
291,573 |
|
100.0 |
% |
$ |
359,645 |
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100.0 |
% |
Segment Gross Profit
(in thousands, except %)
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For the three months ended March 31, |
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2012 |
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2011 |
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Segment |
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Gross |
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% of |
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Gross |
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% of |
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East Construction Services |
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$ |
11,418 |
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9.4 |
% |
$ |
13,042 |
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10.2 |
% |
West Construction Services |
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24,401 |
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15.4 |
% |
24,764 |
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11.3 |
% | ||
Engineering |
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1,777 |
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15.2 |
% |
2,824 |
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24.7 |
% | ||
Total |
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$ |
37,596 |
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12.9 |
% |
$ |
40,630 |
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11.3 |
% |
East Construction Services: The $6.2 million decline in revenues for the quarter was attributable to a decrease in Industrial group revenues of $9.2 million, primarily related to decreased petrochemical work in the Gulf Coast region. This decline was partially offset by increased activity on the I-35 projects in Texas and increased work on environmental treatment facilities in Florida. Lower gross profit was due to reduced Gulf Coast petrochemical work, lower margins on heavy civil projects, and the start-up of the I-35 projects in Texas.
West Construction Services: A $62.1 million decline in revenues primarily reflected the substantial completion of the Ruby pipeline project, which accounted for a decrease in revenues of $114.4 million for the first quarter of 2012 compared to the same period in 2011. Excluding Ruby, revenue for the first quarter of 2012 rose by $52.3 million, or 56.2%, from the first quarter of 2011, due primarily to a $41.8 million increase in the California underground business and a $15.1 million increase in the California industrial business. A significant contributor to the underground business was pipeline integrity work for the major gas utilities, while work on power plants provided a significant increase to the industrial business. These revenue increases were partially offset by a $4.6 million decline in the parking structure business.
Gross profit declined modestly from the first quarter of 2011, but rose to 15.4% of revenues this quarter from 11.3% in the first quarter of 2011. Gross profit was favorably impacted by an agreement that finalized all costs associated with the construction phase of the Ruby pipeline project. Excluding the impact of the Ruby project, higher gross profits for underground and industrial work were partially offset by reduced gross profit in the parking structure business resulting in a net $2.7 million increase in gross profit for the first quarter of 2012 from last years first quarter. Excluding the effect of the Ruby project, gross profit as a percent of revenue for the first quarter of 2012 was 11.2%, compared to 14.6% in the same period of 2011, reflecting primarily reduced revenues and lower gross profit in the parking structures business.
Engineering: Revenues rose modestly during the first quarter of 2012 to $11.7 million. Gross profit declined to $1.8 million, or 15.2% of revenues, from $2.8 million, or 24.7% of revenues, in the first quarter of 2011. The decline in gross profit was due primarily to higher margin project closeouts in the prior year.
Operating income for the first quarter of 2012 was $17.3 million, or 5.9% of total revenues, compared to $20.8 million, or 5.8% of total revenues, for the first quarter of 2011.
Selling, general and administrative expenses for the first quarter of 2012 increased to $20.3 million, or 7.0% of revenues, from $19.9 million, or 5.5% of revenues, for the first quarter of 2011. The increase was due primarily to the acquisition of Sprint in March 2012. Excluding the effect of Sprint, SG&A declined by $0.4 million for the 2012 first quarter, due to lower employee compensation and related expenses, offset by higher amortization of intangible assets.
Net other expense in the first quarter of 2012 was $0.3 million compared to net other expense of $0.6 million in the first quarter of 2011. The improvement reflects higher income from the St. Bernard Levee Partners joint venture in Louisiana and a decline in interest expense reflecting the final payoff of the JCG subordinated notes in March 2012.
The provision for income taxes for the first quarter of 2012 was $6.6 million, for an effective tax rate of 38.5%, compared to $7.9 million, for an effective tax rate of 39.0%, in the prior year quarter.
Net income for the first quarter of 2012 was $10.5 million, or $0.20 per diluted share, compared to net income of $12.3 million, or $0.24 per diluted share, in the same period in 2011.
OTHER FINANCIAL INFORMATION
Primoris balance sheet at March 31, 2012 included cash and cash equivalents of $134.5 million, working capital of $102.1 million, total debt and capital leases secured by equipment of $72.4 million, subordinated acquisition debt of $5.6 million, and stockholders equity of $286.8 million, or $5.59 book value per diluted share. The balance sheet also included a $12.2 million contingent liability associated with the acquisitions of Sprint and Rockford, representing cash payments that would be made to Sprints former owners in the event that it achieves certain operating performance targets for the remainder of 2012 and calendar 2013, and cash payments that would be made to Rockfords former owners in the event that it achieves certain operating performance targets for calendar 2012. In April 2012, Primoris paid the former owners of Rockford $6.9 million as it attained its 2011 operating performance target.
BACKLOG
At March 31, 2012, total backlog was $1.12 billion compared to $1.17 billion at December 31, 2011. Primoris expects that approximately $672 million, or 60.0%, of total backlog at March 31, 2012 will be recognized as revenue during 2012, with $418 million expected for the East Construction Services segment, $234 million for the West Construction Services segment, and $20 million for the Engineering segment.
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, and projects that are considered a part of backlog may be cancelled by our customers. For the three months ended March 31, 2012, approximately $60.0 million of revenue was generated by projects that were not included in backlog.
SHARE REPURCHASE PLAN
The Companys Board of Directors has authorized a share repurchase program under which Primoris may, from time to time and depending on market conditions, share price and other factors, acquire shares of its common stock on the open market or in privately negotiated transactions up to an aggregate purchase price of $20 million. The share repurchase program expires December 31, 2012. Primoris had approximately 51.5 million shares of common stock outstanding at May 8, 2012.
CONFERENCE CALL
Brian Pratt, Chairman, President and Chief Executive Officer, and Peter J. Moerbeek, Executive Vice President and Chief Financial Officer, will host a conference call today, Wednesday, May 9, 2012 at 11:30 am Eastern Time / 10:30 am Central Time to discuss the results.
Interested parties may participate in the call by dialing:
· (877) 423-9820 (Domestic)
· (201) 493-6749 (International)
The conference call will also be broadcasted 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
Founded in 1946, Primoris, through various subsidiaries, has grown to become 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, replacement, water and wastewater, and engineering services to major public utilities, petrochemical companies, energy companies, municipalities, and other customers. For additional information, please visit www.prim.com
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements, including with regard to the Companys 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 Quarterly Report on Form 10-Q for the period ended March 31, 2012, and other filings with the Securities and Exchange Commission. 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 |
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The Equity Group Inc. |
Peter J. Moerbeek |
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Devin Sullivan, Senior Vice President |
Executive Vice President, Chief Financial Officer |
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(212) 836-9608 |
(214) 740-5602 |
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dsullivan@equityny.com |
pmoerbeek@prim.com |
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Thomas Mei, Account Executive |
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(212) 836-9614 |
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tmei@equityny.com |
### #### ###
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)
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Three months ended |
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2012 |
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2011 |
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|
|
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Revenues |
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$ |
291,573 |
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$ |
359,645 |
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Cost of revenues |
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253,977 |
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319,015 |
| ||
Gross profit |
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37,596 |
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40,630 |
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Selling, general and administrative expenses |
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20,274 |
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19,845 |
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Operating income |
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17,322 |
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20,785 |
| ||
Other income (expense): |
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|
|
|
| ||
Income from non-consolidated entities |
|
1,057 |
|
826 |
| ||
Foreign exchange gain (loss) |
|
(42 |
) |
36 |
| ||
Other expenses |
|
(208 |
) |
(297 |
) | ||
Interest income |
|
22 |
|
158 |
| ||
Interest expense |
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(1,101 |
) |
(1,371 |
) | ||
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|
|
|
|
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Income before provision for income taxes |
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17,050 |
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20,137 |
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Provision for income taxes |
|
(6,564 |
) |
(7,859 |
) | ||
Net income |
|
$ |
10,486 |
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$ |
12,278 |
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Earnings per share: |
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|
|
|
| ||
Basic |
|
$ |
0.21 |
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$ |
0.25 |
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Diluted |
|
$ |
0.20 |
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$ |
0.24 |
|
Weighted average common shares outstanding: |
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|
|
|
| ||
Basic |
|
51,096 |
|
49,675 |
| ||
Diluted |
|
51,337 |
|
51,051 |
|
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Amounts)
(Unaudited)
|
|
March 31, |
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December 31, |
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ASSETS |
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Current assets: |
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|
|
|
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Cash and cash equivalents |
|
$ |
134,480 |
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$ |
120,306 |
|
Short term investments |
|
|
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23,000 |
| ||
Customer retention deposits and restricted cash |
|
35,376 |
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31,490 |
| ||
Accounts receivable, net |
|
156,696 |
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187,378 |
| ||
Costs and estimated earnings in excess of billings |
|
33,012 |
|
41,866 |
| ||
Inventory |
|
33,028 |
|
31,926 |
| ||
Deferred tax assets |
|
10,659 |
|
10,659 |
| ||
Prepaid expenses and other current assets |
|
8,454 |
|
13,252 |
| ||
Total current assets |
|
411,705 |
|
459,877 |
| ||
Property and equipment, net |
|
137,015 |
|
129,649 |
| ||
Investment in non-consolidated ventures |
|
12,527 |
|
12,687 |
| ||
Intangible assets, net |
|
33,875 |
|
32,021 |
| ||
Goodwill |
|
103,569 |
|
94,179 |
| ||
Total assets |
|
$ |
698,691 |
|
$ |
728,413 |
|
LIABILITIES AND STOCKHOLDERS EQUITY |
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|
|
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Current liabilities: |
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|
|
|
| ||
Accounts payable |
|
$ |
90,158 |
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$ |
106,725 |
|
Billings in excess of costs and estimated earnings |
|
131,144 |
|
137,729 |
| ||
Accrued expenses and other current liabilities |
|
59,860 |
|
59,923 |
| ||
Dividends payable |
|
1,537 |
|
1,532 |
| ||
Current portion of capital leases |
|
3,322 |
|
6,623 |
| ||
Current portion of long-term debt |
|
13,448 |
|
13,870 |
| ||
Current portion of subordinated debt |
|
3,223 |
|
15,167 |
| ||
Current portion of contingent earnout liabilities |
|
6,924 |
|
3,450 |
| ||
Total current liabilities |
|
309,616 |
|
345,019 |
| ||
Long-term capital leases, net of current portion |
|
4,303 |
|
4,047 |
| ||
Long-term debt, net of current portion |
|
51,315 |
|
55,852 |
| ||
Long-term subordinated debt, net of current portion |
|
2,417 |
|
7,334 |
| ||
Deferred tax liabilities |
|
21,079 |
|
21,079 |
| ||
Contingent earnout liabilities |
|
12,202 |
|
9,268 |
| ||
Other long-term liabilities |
|
10,913 |
|
10,882 |
| ||
Total liabilities |
|
411,845 |
|
453,481 |
| ||
Commitments and contingencies |
|
|
|
|
| ||
Stockholders equity |
|
|
|
|
| ||
Common stock$.0001 par value, 90,000,000 shares authorized, 51,245,369 and 51,059,132 issued and outstanding at March 31, 2012 and December 31, 2011 |
|
5 |
|
5 |
| ||
Additional paid-in capital |
|
152,968 |
|
150,003 |
| ||
Retained earnings |
|
133,873 |
|
124,924 |
| ||
Total stockholders equity |
|
286,846 |
|
274,932 |
| ||
Total liabilities and stockholders equity |
|
$ |
698,691 |
|
$ |
728,413 |
|