Primoris Services Corp (Form: 8-K, Received: 05/09/2022 17:13:30)

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, 2022

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	The Nasdaq Stock Market LLC

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. ☐

Item 2.02 Results of Operations and Financial Condition

On May 9, 2022, Primoris Services Corporation, a Delaware corporation (“Primoris, the “Company”) issued a press release announcing its financial performance for the quarter ended March 31, 2022.

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2022, the Board appointed Michael E. Ching to the Audit Committee and Strategy and Risk committee

On May 4, 2022, the Board appointed John P. Schauerman to the Compensation Committee.

Employee Stock Purchase Plan

At the Company’s 2022 Annual Meeting of Stockholders held on May 4, 2022, the Company’s stockholders voted to approve the 2022 Primoris Services Corporation Employee Stock Purchase Plan (the “2022 ESPP”) and authorized 1,000,000 shares of the Company’s Common Stock to be issued thereunder. The 2022 ESPP previously had been approved, subject to stockholder approval, by the Company’s Board of Directors. The 2022 ESPP provides employees of the Company with an opportunity to purchase the Company’s Common Stock at a 10% discount through one-time or accumulated contributions.

A summary of the 2022 ESPP is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2022. That summary and the foregoing description of the 2022 ESPP are qualified in their entirety by reference to the full text of the 2022 ESPP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting was held on May 4, 2022. The total number of shares of the Company’s Common Stock issued, outstanding and entitled to vote at the meeting was 53,308,136 shares. Represented at the meeting either in person or by proxy were 47,747,277 shares, or 89.6% of shares entitled to vote. The results of the votes for the proposals were as follows:

Proposal 1

To elect Directors to hold office for a one-year term expiring at the annual meeting of stockholders to be held in 2023 or until a successor is elected and qualified.

● Michael E. Ching

o Votes “For” – 45,954,639; votes “Withheld” – 240,580; Broker “Non-Votes” – 1,552,058

● Stephen C. Cook

o Votes “For” – 43,951,261; votes “Withheld” – 2,243,958; Broker “Non-Votes” – 1,552,058

● David L. King

o Votes “For” – 45,449,932; votes “Withheld” – 745,287; Broker “Non-Votes” – 1,552,058

● Carla S. Mashinski

o Votes “For” – 45,567,504; votes “Withheld” – 627,715; Broker “Non-Votes” – 1,552,058

● Terry D. McCallister

o Votes “For” – 41,179,855; votes “Withheld” – 5,015,364; Broker “Non-Votes” – 1,552,058

● Thomas E. McCormick

o Votes “For” – 45,797,825; votes “Withheld” – 397,394; Broker “Non-Votes” – 1,552,058

● Jose R. Rodriguez

o Votes “For” – 44,708,236; votes “Withheld” – 1,486,983; Broker “Non-Votes” – 1,552,058

● John P. Schauerman

o Votes “For” – 45,648,464; votes “Withheld” – 546,755; Broker “Non-Votes” – 1,552,058

● Patricia K. Wagner

o Votes “For” – 45,663,161; votes “Withheld” – 532,058; Broker “Non-Votes” – 1,552,058

Proposal 2

Ratification of the selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

● Votes “For” – 47,407,946

● Votes “Against” – 210,093

● Votes “Abstain” – 129,238

Proposal 3

Approval of the adoption of the Company’s 2022 Employee Stock Purchase Plan.

● Votes “For” – 45,603,801

● Votes “Against” – 515,412

● Votes “Abstain” – 76,006

● Broker “Non-Votes” – 1,552,058

Item 8.01 Other Events

Declaration of Cash Dividend to Stockholders

On May 4, 2022, the Company’s Board of Directors declared a cash dividend of $0.06 per share of common stock for stockholders of record as of June 30, 2022, payable on or about July 15, 2022.

Item 9.01 Exhibits

(d) Exhibits



Exhibit No.		Description
10.1		Employee Stock Purchase Plan dated May 4, 2022
99.1		Press release dated May 9, 2022
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: May 9, 2022	By:	/s/ Kenneth M. Dodgen
		Kenneth M. Dodgen
		Executive Vice President, Chief Financial Officer

2022 PRIMORIS SERVICES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN

1.	Purpose

The purpose of this 2022 Primoris Services Corporation Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through one-time or accumulated Contributions. The Plan is not intended to qualify as an “employee stock purchase plan” as set forth in Section 423 of the Code.

2.	Definitions.

(a)“Administrator” means the Compensation Committee of the Board (or any successor committee) or such other committee as designated by the Board to administer the Plan under Section 14.

(b)“Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where options are, or will be, granted under the Plan.

(c)“Board” means the Board of Directors of the Company.

(d)“Code” means the Internal Revenue Code of 1986 and the rulings and regulations issued thereunder.

(e)“Common Stock” means the common stock of the Company, $0.0001 par value per share.

(f)“Company” means Primoris Services Corporation, a Delaware corporation, and any successor corporation.

(g)“Compensation ” means an Eligible Employee’s base salary or base hourly rate of pay before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, but excluding commissions, overtime, incentive compensation, bonuses and other forms of compensation. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for an Offering Period.

(h)“Contributions” means the payroll deductions and any other additional payments that the Administrator may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan.

(i)“Designated Subsidiary” means any Subsidiary that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan.

(j)“Eligible Employee” means any person, including an officer, who is customarily employed by the Company or a Designated Subsidiary (i) for more than 20 hours per week and (ii) for more than five months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. “Eligible Employee” shall not include any person who is a citizen or resident of a foreign jurisdiction if granting them an option under the Plan would violate the law of such jurisdiction, or if compliance with the laws of the jurisdiction would cause the Plan to violate Applicable Law.

(k)“Employer” means the Company and each Designated Subsidiary.

(l)“Enrollment Date” means the first Trading Day of each Offering Period.

(m)“Exchange Act” means the Securities Exchange Act of 1934, including the rules and regulations promulgated thereunder.

(n)“Exercise Date” means the last Trading Day of each Purchase Period.

(o)“Fair Market Value” means as of any date, the value of the Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, system or market, its Fair Market Value shall be the closing price for the Common Stock on the immediately preceding Trading Day as quoted on such exchange, system or market as reported in the Wall Street Journal or such other source as the Administrator deems reliable (or, if no sale of Common Stock is reported for such date, on the next preceding date on which any sale shall have been reported); and (ii) in the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(p)“New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.

(q)“Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Employers may participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. The terms of each Offering need not be identical.

(r)“Offering Periods” means the periods established by the Administrator (not to exceed 27 months) during which an option granted pursuant to the Plan may be exercised. The duration and timing of Offering Periods may be changed pursuant to Sections 4, 18 and 19. The first Offering Period shall commence on the second full Trading Day following the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 and end on the date that is 30 days later, and subsequent Offering Periods shall be the 30-day periods commencing after (i) the second full Trading Day following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and for each subsequent fiscal year (with no such Offering Period extending beyond March 31 of any fiscal year) and (ii) the

second full Trading Day following the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 of each subsequent year.

(s)“Participant” means an Eligible Employee who elects to participate in the Plan.

(t)“Purchase Period” means the period during an Offering Period which shares of Common Stock may be purchased on a Participant’s behalf in accordance with the terms of the Plan. Unless the Administrator determines otherwise, each Purchase Period will be a 30-day period that aligns with each Offering Period.

(u)“Purchase Price” means an amount equal to 90% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator subject to compliance with Applicable Law or pursuant to Section 18.

(v)“Subsidiary” means any business association (including a corporation or a partnership, other than the Company) in an unbroken chain of such associations beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including stock or partnership interests) possessing 50% or more of the total combined voting power of all classes of equity interests in one of the other associations in such chain.

(w)“Trading Day” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading or, if the Common Stock is not listed on a national stock exchange, a business day as determined by the Administrator in good faith.

(x)“Treasury Regulations ” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.

3.	Eligibility.

(a)Offering Periods. Any Eligible Employee on a given Enrollment Date will be eligible to participate in the Plan if he or she was employed by the Company for at least 30 calendar days immediately preceding the Enrollment Date, subject to the requirements of Section 5, or for such other period preceding the Enrollment Date as determined by the Administrator.

(b)Non-U.S. Employees. Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Applicable Laws. In addition, as provided in Section 14 , the Administrator may establish one or more sub-plans of the Plan to provide benefits to employees of Designated Subsidiaries located outside the United States in a manner that complies with local law. Any such sub-plan will be a component of the Plan and will not be a separate plan.

4.	Offering Periods

The Plan will be implemented by specified Offering Periods, with new Offering Periods commencing at such times as determined by the Administrator. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) without stockholder approval.

5.	Participation

An Eligible Employee may participate in the Plan by (i) submitting to the Company’s Finance department (or its delegate), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing or agreeing to remit Contributions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure determined by the Administrator.

6.	Contributions

(a)At the time a Participant enrolls in the Plan pursuant to Section 5, such Participant will elect (i) to make Contributions during the Offering Period in an amount specified by such Participant for such Offering Period or (ii) to the extent permitted by the Administrator, have payroll deductions made on each pay day during the Offering Period in an amount equal to at least 1% but not exceeding 15% of the Compensation (or such other percentage of Compensation as determined by the Administrator in its sole discretion), which he or she receives on each pay day during the Offering Period that occurs prior to an Exercise Date. The minimum permissible Contribution by any Participant for an Offering Period shall be $500. The maximum permissible Contribution by any Participant for all Offering Periods during any calendar year shall be $25,000. The Administrator, in its sole discretion, may permit all Participants in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means set forth in the subscription agreement prior to each Exercise Date of each Purchase Period. The Administrator, in its sole discretion, may provide in advance of an applicable Enrollment Date that a Participant’s subscription agreement will remain in effect for the following Offering Periods unless terminated as provided in Section 10.

(b)Non-payroll Contributions must be made in a manner authorized by the Administrator no later than three calendar days prior to the Exercise Date of such Purchase Period, unless sooner terminated by the Participant as provided in Section 10; provided, however, that if the Participant does not deliver such non-payroll Contributions by the deadline set forth in this Section 6(b), the Participant will be deemed to have withdrawn from participation for such Offering Period under Section 10. To the extent ever permitted by the Administrator, payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last pay day prior to the Exercise Date of such Purchase Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10.

(c)All Contributions made for a Participant will be credited to his or her notional account under the Plan and payroll deductions, if applicable, will be made in whole percentages only.

(d)A Participant may discontinue his or her participation in the Plan as provided in Section 10. Participants shall not be permitted to increase or to otherwise decrease their elected Contributions during an Offering Period unless otherwise determined by the Administrator in its sole discretion.

(e)Notwithstanding the foregoing, a Participant’s Contributions may be reduced or decreased to 0% at any time during a Purchase Period in order to comply with the maximum Contribution limitations set forth in the Plan. The Administrator, in its sole discretion, may provide that such Contributions will recommence at the rate or in the amount originally elected by the Participant effective as of the beginning of the first Purchase Period scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10.

(f)Unless determined otherwise by the Administrator, at the time an option under the Plan is exercised, the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including taxes imposed by jurisdictions outside of the United States, national insurance, social security or other tax withholding obligations, if any, which arise upon the exercise of the option shall be satisfied by having the Company withhold from the Participant a number of shares of Common Stock otherwise deliverable upon such exercise having a Fair Market Value equal to such tax withholding obligation.

7.	Grant of Option

On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing (i) such Eligible Employee’s Contributions made or accumulated prior to such Exercise Date and retained in the Eligible Employee’s notional account as of the Exercise Date by (ii) the applicable Purchase Price; provided, however, that in no event will an Eligible Employee be permitted to purchase during each Purchase Period more than 1,000 shares of Common Stock (subject to any adjustment pursuant to Section 18); provided, further, that such purchase will be subject to the limitations set forth in Sections 3(c) and 13. The Eligible Employee will be deemed to have accepted the grant of such option by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Purchase Period of an Offering Period. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period.

8.	Exercise of Option

(a)Unless a Participant withdraws from the Plan as provided in Section 10, such Participant’s option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his or her notional account. No fractional shares of Common Stock will be purchased; unless determined by the Administrator, any Contributions accumulated in a Participant’s notional account that are not sufficient to purchase a full share will be retained in the Participant’s notional

account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over in a Participant’s notional account after the Exercise Date will be returned to the Participant (without interest thereon, except as otherwise required under local laws, as further set forth in Section 12). During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her.

(b)If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company will make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 19. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date.

9.	Delivery

As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may utilize electronic or automated methods of share transfer. Unless otherwise determined by the Administrator, shares of Common Stock must be retained until one year following the Exercise Date on which such shares were purchased. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9.

10.	Withdrawal

A Participant may withdraw all, but not less than all, the Contributions credited to his or her notional account and not yet used to exercise his or her option under the Plan at any time by (a) submitting to the Company’s Finance department (or its delegate) a written notice of withdrawal in the form determined by the Administrator for such purpose, or (b) following an electronic or other withdrawal procedure determined by the Administrator. All of the Participant’s Contributions credited to his or her notional account will be paid to such Participant as soon as reasonably practicable after receipt of notice of withdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the purchase of

shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5.

11.	Termination of Employment

Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan, and the Contributions credited to such Participant’s notional account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 (without interest thereon, except as otherwise required under local laws, as further set forth in Section 12), and such Participant’s option will be automatically terminated.

12.	Interest

No interest will accrue on the Contributions of a Participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall apply to all Participants in the relevant Offering.

13.

Stock

(a)Subject to adjustment upon changes in capitalization of the Company as provided in Section 18 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan shall be equal to One Million (1,000,000) shares of Common Stock.

(b)Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.

(c)Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse.

14.	Administration

The Plan shall be administered by the Administrator. The Board shall fill vacancies on, and from time to time may remove or add members to, the Administrator. Any power of the Administrator may also be exercised by the Board. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed outside the United States, the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of Section 13(a), but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the employees eligible to participate in each sub-plan will participate in a

separate Offering. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering to employees resident solely in the United States. The Administrator hereby delegates to and designates the Chief Financial Officer of the Company (or such other officer with similar authority), and to his or her delegates or designates, the authority to assist the Administrator in the day-to-day administration of the Plan. The Administrator may also delegate some or all of its responsibilities to one or more other persons (which may include Company personnel) and, to the extent there has been any such delegation, any reference in the Plan to the Administrator shall include the delegate of the Administrator. Every finding, decision and determination made by the Administrator will, to the full extent permitted by Applicable Laws, be final and binding upon all parties.

15.	Designation of Beneficiary

(a)If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and cash, if any, from the Participant’s notional account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s notional account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.

(b)Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company will deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

(c)All beneficiary designations will be in such form and manner as the Administrator may designate from time to time. Notwithstanding Sections 15(a) and 15(b), the Company and/or the Administrator may decide not to permit such designations by Participants in non-U.S. jurisdictions.

16.	Transferability

Neither Contributions credited to a Participant’s notional account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

17.	Use of Funds

The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such Contributions except under Offerings in which applicable local law requires that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party for Participants in non-U.S. jurisdictions. Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares.

18.	Adjustments, Dissolution, Liquidation, Merger or Other Corporate Transaction

(a)Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and the numerical limits of Sections 7 and 13.

(b)Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10.

(c)Merger or Other Corporate Transaction. In the event of a merger, sale or other similar corporate transaction involving the Company, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will

occur before the date of the Company’s proposed merger, sale or other similar corporate transaction. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10.

19.	Amendment or Termination

(a)The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 18). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ notional accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as otherwise required under local laws, as further set forth in Section 12) as soon as administratively practicable.

(b)Without stockholder consent and without limiting Section 19(a), the Administrator will be entitled to change the Offering Periods or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with Contribution amounts, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan.

(c)In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including:

(i)amending the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;

(ii)altering the Purchase Price for any Offering Period or Purchase Period including an Offering Period or Purchase Period underway at the time of the change in Purchase Price;

(iii)shortening any Offering Period or Purchase Period by setting a New Exercise Date, including an Offering Period or Purchase Period underway at the time of the Administrator action;

(iv)reducing the maximum percentage of Compensation or other Contributions that a Participant may elect to set aside as Contributions; and

(v)reducing the maximum number of shares of Common Stock a Participant may purchase during any Offering Period or Purchase Period.

Such modifications or amendments will not require stockholder approval or the consent of any Participants.

20.	Notices

All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

21.	Conditions Upon Issuance of Shares

(a)Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including the Securities Act of 1933, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b)As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of Applicable Law.

22.	Term of Plan

The Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It will continue in effect until terminated pursuant to Section 19.

23.	Stockholder Approval

The Plan will be subject to approval by the stockholders of the Company. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

24.	Governing Law

This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and applicable federal law.

25.	Severability

If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.

26.	Interpretation

Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference and shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the plural. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein or in any agreements or other documents hereunder to any law, regulation, contract, agreement, instrument or other document means such law, regulation, contract, agreement, instrument or other document as amended, supplemented and modified from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation.

Exhibit 99.1

Primoris Services Corporation Reports First Quarter 2022 Results

Dallas, TX – May 9, 2022– Primoris Services Corporation (NASDAQ GS: PRIM) (“Primoris” or the “Company”) today announced financial results for its first quarter ended March 31, 2022 and provided the Company’s outlook for 2022.

For the first quarter 2022, Primoris reported the following⁽¹⁾:

●

Revenue of $784.4 million

●

Net loss of $1.7 million

●

Fully diluted earnings per share (“EPS”) loss of $0.03

●

Adjusted net income of $0.4 million

●

Adjusted diluted earnings per share (“Adjusted EPS”) of $0.01

●

Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) of $22.6 million

●

Record Backlog of $4.025 billion, an increase of 30 percent over prior year

●

Maintained quarterly dividend of $0.06

(1)	Please refer to “Non-GAAP Measures” and Schedules 1, 2 and 3 for the definitions and reconciliations of our Non-GAAP financial measures, including “Adjusted Net Income,” “Adjusted EPS” and “Adjusted EBITDA.”

“Compared to last year’s record first quarter, this period was much more in-line with our historic first quarter results,” said Tom McCormick, President and Chief Executive Officer of Primoris. “Positive performance in our growth markets – utilities and energy/renewables – was largely offset by a loss we recognized from a pipeline project in the mid-Atlantic and lower overall revenue from that segment.”

“As we lean more heavily into markets with more secular growth, more than 90 percent of our first quarter revenue was driven by our utilities and energy/renewables businesses. Reflecting the underlying strength of our business, we continue to build our backlog primarily in these two segments, increasing total backlog for the third consecutive quarter.

“Two solar projects we signed after the end of the quarter, with a combined value of over $250 million, provide another signal that our momentum is headed in the right direction,” he added. “And the Power Delivery division of our Utilities Segment has secured the contract for the high-voltage work associated with one of these projects – a great example of our segments working together to provide a complete solution for our clients.”

First Quarter 2022 Results Overview

Revenue was $784.4 million for the three months ended March 31, 2022, a decrease of $33.9 million, compared to the same period in 2021. The decrease was primarily due to a decrease in revenue in our Pipeline segment, partially offset by growth in our Utilities and Energy/Renewables segments. Gross profit was $56.5 million for the three months ended March 31, 2022, a decrease of $23.7 million compared to the same period in 2021. The decrease was primarily due to a decrease in revenue and margins. Gross profit as a percentage of revenue decreased to 7.2 percent for the three months ended March 31, 2022, compared to 9.8 percent for the same period in 2021, primarily as a result of negative gross margins in the Company’s Pipeline segment. Partially offsetting the overall decline was the favorable impact of the change in useful lives of certain equipment which reduced the Company’s depreciation expense for the three months ended March 31, 2022 by $5.8 million.

This press release includes Non-GAAP financial measures. 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. Please refer to “Non-GAAP Measures” and Schedules 1, 2 and 3 for the definitions and reconciliations of the Company’s Non-GAAP financial measures, including “Adjusted Net Income,” “Adjusted EPS” and “Adjusted EBITDA”.

During the first quarter of 2022, net loss was $1.7 million compared to net income of $5.8 million in the previous year. Adjusted Net Income was $0.4 million for the first quarter compared to $18.7 million for the same period in 2021. EPS was a loss of $0.03 compared to income of $0.12 in the previous year. Adjusted EPS was $0.01 for the first quarter of 2022 compared to $0.37 for the first quarter of 2021. Adjusted EBITDA was $22.6 million for the first quarter of 2022, compared to $52.7 million for the same period in 2021.

The Company’s three segments are: Utilities, Energy/Renewables and Pipeline Services (“Pipeline”). Revenue and gross profit for the segments for the three months ended March 31, 2022 and 2021 were as follows:

Segment Revenue

(in thousands, except %)

(unaudited)


	For the three months ended March 31,
	2022			2021
			% of			% of
			Total			Total
Segment	Revenue		Revenue	Revenue		Revenue
Utilities	$	358,728	45.7%	$	335,012	40.9%
Energy/Renewables		359,050	45.8%		352,864	43.2%
Pipeline		66,606	8.5%		130,453	15.9%
Total	$	784,384	100.0%	$	818,329	100.0%

Segment Gross Profit

(in thousands, except %)

(unaudited)


	For the three months ended March 31,
	2022			2021
			% of			% of
			Segment			Segment
Segment	Gross Profit		Revenue	Gross Profit		Revenue
Utilities	$	22,354	6.2%	$	21,716	6.5%
Energy/Renewables		39,931	11.1%		42,672	12.1%
Pipeline		(5,799)	(8.7%)		15,793	12.1%
Total	$	56,486	7.2%	$	80,181	9.8%

Utilities Segment (“Utilities”): Revenue increased by $23.7 million, or 7 percent, for the three months ended March 31, 2022, compared to the same period in 2021, primarily due to increased activity with gas utility and communications customers ($25.4 million). Gross profit for the three months ended March 31, 2022 increased by $0.6 million, or 2.9 percent, compared to the same period in 2021, due to higher revenue. Gross profit as a percentage of revenue decreased to 6.2 percent during the three months ended March 31, 2022, compared to 6.5 percent in the same period in 2021, primarily due to customer project delays and increased fuel and labor costs, partially offset by better equipment utilization in 2022 from right sizing the Company’s fleet.

Energy and Renewables Segment (“Energy/Renewables”): Revenue increased by $6.2 million, or 2 percent, for the three months ended March 31, 2022, compared to the same period in 2021, primarily due to increased renewable energy activity ($29.4 million), partially offset by lower activity on industrial projects in 2022. Gross profit for the three months ended March 31, 2022, decreased by $2.7 million, or 6 percent, compared to the same period in 2021, primarily due to lower margins, partially offset by higher revenue. Gross profit as a percentage of revenue decreased to 11 percent during the three months ended March 31, 2022, compared to 12 percent in the same period in 2021, primarily due to a favorable claims resolution on an industrial plant project in 2021.

Pipeline Services (“Pipeline”): Revenue decreased by $63.8 million, or 49 percent, for the three months ended March 31, 2022, compared to the same period in 2021. The decrease is primarily due to the substantial completion of three pipeline projects in 2021 ($71.4 million) and a decline in the overall midstream pipeline market demand. Gross profit for the three months ended March 31, 2022 decreased by $21.6 million compared to the same period in 2021, primarily due to lower revenue and margins. Gross profit as a percentage of revenue decreased to negative 9 percent during the three months ended March 31, 2022, compared to 12 percent in the same period in 2021, primarily due to higher costs on a pipeline project in the Mid-Atlantic from unfavorable weather conditions experienced in 2022 and lower than anticipated volumes in 2022, which led to higher relative carrying costs for equipment and personnel. In addition, we had strong performance and favorable margins realized on a Texas pipeline project in 2021.

Other Income Statement Information

Selling, general and administrative (“SG&A”) expenses were $55.5 million for the three months ended March 31, 2022, an increase of $2.0 million, or 4 percent, compared to 2021. SG&A expense as a percentage of revenue increased to 7 percent in 2022 compared to 6.5 percent in 2021 primarily due to lower revenue.

Interest expense, net for the three months ended March 31, 2022 was $2.9 million compared to $4.6 million for the three months ended March 31, 2021. The decrease of $1.7 million was mainly due to a higher unrealized gain on the Company’s interest rate swap in 2022 compared to 2021.

The effective tax rate was 27 percent for the three months ended March 31, 2022. The rate differs from the U.S. federal statutory rate of 21 percent, primarily due to state income taxes. The Company recorded an income tax benefit for the three months ended March 31, 2022 of $0.6 million compared to income tax expense of $2.4 million for the three months ended March 31, 2021. The $3.0 million decrease in income tax expense is driven by a $10.5 million decrease in pre-tax income.

Outlook

The Company is raising its estimates for the year ending December 31, 2022. Net income is expected to be between $2.20 and $2.40 per fully diluted share. Adjusted EPS is estimated in the range of $2.49 to $2.69 for 2022.

The Company is targeting SG&A expense as a percentage of revenue in the low-to-mid six percent range for the 2022 calendar year. The Company’s targeted gross margins by segment are as follows: Utilities in the range of 10 to 13 percent; Energy/Renewables in the range of 9 to 12 percent; and Pipeline in the range of 9 to 11 percent. The Company expects its effective tax rate for 2022 to be approximately 27 percent but may vary depending on the mix of states in which the Company operates.

During the three months ended March 31, 2022, the Company spent approximately $33.2 million for capital expenditures, which included $13.4 million for construction equipment. Capital expenditures for the remaining nine months of 2022 are expected to total between $90 million and $110 million, which includes $55 million to $75 million for construction equipment.

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.primoriscorp.com.

Backlog

(in millions)




	Backlog at March 31, 2022
Segment	Fixed Backlog		MSA Backlog		Total Backlog
Utilities	$	35	$	1,427	$	1,462
Energy/Renewables		2,291		142		2,433
Pipeline		95		35		130
Total	$	2,421	$	1,604	$	4,025

At March 31, 2022, Fixed Backlog was $2.42 billion, a decrease of $58.8 million, or 2 percent compared to $2.48 billion at December 31, 2021. MSA Backlog represents estimated MSA revenue for the next four quarters. MSA Backlog was $1.6 billion, an increase of 5 percent, compared to $1.5 billion at December 31, 2021. Total Backlog as of March 31, 2022 was $4.025 billion. The Company expects that during the next four quarters, the Company will recognize as revenue approximately 77 percent of the total backlog at March 31, 2022, composed of backlog of approximately: 100 percent of Utilities; 62 percent of Energy/Renewables; and 100 percent of Pipeline.

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.

Liquidity and Capital Resources

As of March 31, 2022, the Company had $173.5 million of unrestricted cash and cash equivalents. The Company had no outstanding borrowings under the revolving credit facility, commercial letters of credit outstanding were $39.4 million and the available borrowing capacity was $160.6 million.

Dividend

The Company also announced that on May 4, 2022, its Board of Directors declared a $0.06 per share cash dividend to stockholders of record on June 30, 2022, payable on July 15, 2022.

The Company has paid consecutive quarterly cash dividends since 2008, and currently expects that comparable cash dividends will continue to be paid for the foreseeable future. The declaration and payment of future dividends is contingent upon the Company’s revenue and earnings, capital requirements, and general financial conditions, as well as contractual restrictions and other considerations deemed to be relevant by the Board of Directors.

Share Purchase Program

In November 2021, the Company’s Board of Directors authorized a $25.0 million share purchase program. In February 2022, the Company’s Board of Directors replenished the limit to $25.0 million. During the three months ended March 31, 2022, the Company did not purchase any shares of common stock. The share purchase plan expires on December 31, 2022.

Response to the COVID-19 Pandemic

The Company continues to take steps to protect its employees’ health and safety during the COVID-19 pandemic. Primoris has a written corporate COVID-19 Plan in place, as well as Business Continuity Plans (by business unit and segment), based on guidelines from the U.S. Centers for Disease Control and Prevention, the Occupational Safety and Health Administration, and their Canadian counterparts.

Conference Call and Webcast

As previously announced, management will host a teleconference call on Tuesday, May 10, 2022, at 9 a.m. U.S. Central Time (10 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 financial outlook.

Investors and analysts are invited to participate by phone at 1-888-330-3428, or internationally at 1-646-960-0679 (access code: 7581464) or via the Internet at www.primoriscorp.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 in the Investor Relations section of Primoris’ website at www.primoriscorp.com. Once at the Investor Relations section, please click on “Events & Presentations.”

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 leading specialty contractor providing critical infrastructure services to the utility, energy/renewables and pipeline services markets throughout the United States and Canada. The Company supports a diversified base of blue-chip customers with engineering, procurement, construction and maintenance services. A focus on multi-year master service agreements and an expanded presence in higher-margin, higher-growth markets such as utility-scale solar facility installations, renewable fuels, electrical transmission and distribution systems and communications infrastructure have also increased the Company’s potential for long-term growth. Additional information on Primoris is available at www.primoriscorp.com.

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; macroeconomic impacts arising from the long duration of the COVID-19 pandemic, including labor shortages and supply chain disruptions; 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; 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 (such as COVID-19), 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, 2021, 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 Contact
Ken Dodgen		Brook Wootton
Executive Vice President, Chief Financial Officer		Vice President, Investor Relations
(214) 740-5608		(214) 545-6773
kdodgen@prim.com		bwootton@prim.com

PRIMORIS SERVICES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
Revenue	$	784,384	$	818,329
Cost of revenue		727,898		738,148
Gross profit		56,486		80,181
Selling, general and administrative expenses		55,455		53,432
Transaction and related costs		323		13,896
Operating income		708		12,853
Other income (expense):
Foreign exchange (loss) gain, net		(116)		23
Other expense, net		(9)		(5)
Interest expense, net		(2,876)		(4,636)
(Loss) income before benefit (provision) for income taxes		(2,293)		8,235
Benefit (provision) for income taxes		619		(2,387)
Net (loss) income		(1,674)		5,848

Dividends per common share	$	0.06	$	0.06

(Loss) earnings per share:
Basic	$	(0.03)	$	0.12
Diluted	$	(0.03)	$	0.12

Weighted average common shares outstanding:
Basic		53,240		49,503
Diluted		53,240		50,026

PRIMORIS SERVICES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)


	March 31,		December 31,
	2022		2021

ASSETS
Current assets:
Cash and cash equivalents	$	173,505	$	200,512
Accounts receivable, net		450,405		471,656
Contract assets		469,918		423,659
Prepaid expenses and other current assets		120,329		86,263
Total current assets		1,214,157		1,182,090
Property and equipment, net		458,616		433,279
Operating lease assets		145,023		158,609
Deferred tax assets		1,341		1,307
Intangible assets, net		167,710		171,320
Goodwill		583,534		581,664
Other long-term assets		27,058		15,058
Total assets	$	2,597,439	$	2,543,327
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	289,563	$	273,463
Contract liabilities		292,421		240,412
Accrued liabilities		193,070		174,821
Dividends payable		3,198		3,192
Current portion of long-term debt		65,972		67,230
Total current liabilities		844,224		759,118
Long-term debt, net of current portion		599,290		594,232
Noncurrent operating lease liabilities, net of current portion		86,467		98,059
Deferred tax liabilities		38,521		38,510
Other long-term liabilities		41,173		63,353
Total liabilities		1,609,675		1,553,272
Commitments and contingencies
Stockholders’ equity
Common stock		6		6
Additional paid-in capital		263,486		261,918
Retained earnings		722,561		727,433
Accumulated other comprehensive income		1,711		698
Total stockholders’ equity		987,764		990,055
Total liabilities and stockholders’ equity	$	2,597,439	$	2,543,327

PRIMORIS SERVICES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
Cash flows from operating activities:
Net (loss) income	$	(1,674)	$	5,848
Adjustments to reconcile net (loss) income to net cash provided by operating activities (net of effect of acquisitions):
Depreciation and amortization		20,172		24,852
Stock-based compensation expense		1,553		6,152
Gain on sale of property and equipment		(4,538)		(2,743)
Unrealized gain on interest rate swap		(2,896)		(1,283)
Other non-cash items		345		151
Changes in assets and liabilities:
Accounts receivable		25,691		10,321
Contract assets		(45,972)		(7,546)
Other current assets		(32,570)		(14,216)
Other long-term assets		(12,826)		(153)
Accounts payable		12,114		186
Contract liabilities		51,969		(13,625)
Operating lease assets and liabilities, net		(255)		(1,343)
Accrued liabilities		(4,524)		2,406
Other long-term liabilities		(12)		(1,034)
Net cash provided by operating activities		6,577		7,973
Cash flows from investing activities:
Purchase of property and equipment		(33,165)		(19,078)
Proceeds from sale of assets		4,354		2,091
Cash paid for acquisitions, net of cash acquired		(4,063)		(613,224)
Net cash used in investing activities		(32,874)		(630,211)
Cash flows from financing activities:
Borrowings under revolving line of credit		—		100,000
Payments on revolving line of credit		—		(100,000)
Proceeds from issuance of long-term debt		30,000		400,000
Payments on long-term debt		(26,462)		(59,353)
Proceeds from issuance of common stock		422		178,863
Debt issuance costs		—		(4,876)
Dividends paid		(3,192)		(2,887)
Other		(1,994)		(3,283)
Net cash (used in) provided by financing activities		(1,226)		508,464
Effect of exchange rate changes on cash, cash equivalents and restricted cash		502		259
Net change in cash, cash equivalents and restricted cash		(27,021)		(113,515)
Cash, cash equivalents and restricted cash at beginning of the period		205,643		330,975
Cash, cash equivalents and restricted cash at end of the period	$	178,622	$	217,460

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; and (x) 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 March 31,
	2022		2021
Net (loss) income as reported (GAAP)	$	(1,674)	$	5,848
Non-cash stock based compensation		1,553		1,055
Transaction/integration and related costs (1)		323		13,896
Amortization of intangible assets		3,610		4,163
Amortization of debt issuance costs		283		283
Unrealized gain on interest rate swap		(2,896)		(1,283)
Income tax impact of adjustments		(776)		(5,253)
Adjusted net income	$	423	$	18,709
Weighted average shares (diluted) (2)		53,792		50,026
Diluted earnings per share	$	(0.03)	$	0.12
Adjusted diluted earnings per share	$	0.01	$	0.37

(1)	The period ended March 31, 2021, includes $5.1 million in stock compensation expense related to the acquisition of Future Infrastructure Holdings, LLC (“FIH”).

(2)

Includes the dilutive effect of shares issued to independent directors and restricted stock units of 6 and 546, respectively, for the three months ended March 31, 2022. However, these amounts were excluded from the weighted average diluted shares outstanding when calculating diluted earnings per share for the three months ended March 31, 2022, as their inclusion would be anti-dilutive.

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; and (v) change in fair value of contingent consideration liabilities. 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 March 31,
	2022		2021
Net (loss) income as reported (GAAP)	$	(1,674)	$	5,848
Interest expense, net		2,876		4,636
(Benefit) provision for income taxes		(619)		2,387
Depreciation and amortization		20,172		24,852
EBITDA		20,755		37,723
Non-cash stock based compensation		1,553		1,055
Transaction/integration and related costs (1)		323		13,896
Adjusted EBITDA	$	22,631	$	52,674

(1)	The period ended March 31, 2021, includes $5.1 million in stock compensation expense related to the acquisition of FIH.

Schedule 3

Primoris Services Corporation

Reconciliation of Non-GAAP Financial Measures

Forecasted Guidance for 2022

(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, 2022.


	Estimated Range
	Full Year Ending
	December 31, 2022
Net income as defined (GAAP)	$	121,000	$	132,000
Non-cash stock based compensation		7,100		7,100
Amortization of intangible assets		13,400		13,400
Amortization of debt issuance costs		1,200		1,200
Transaction/integration and related costs		300		300
Income tax impact of adjustments		(5,940)		(5,940)
Adjusted net income	$	137,060	$	148,060
Weighted average shares (diluted)		55,000		55,000
Diluted earnings per share	$	2.20	$	2.40
Adjusted diluted earnings per share	$	2.49	$	2.69