[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported a net income of $5.8 million in Q1 2021, a significant turnaround driven by revenue growth and the acquisition of Future Infrastructure Holdings (FIH) Condensed Consolidated Statements of Operations Highlights (Q1 2021 vs Q1 2020) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | **Revenue** | $818,329 | $743,243 | | **Gross Profit** | $80,181 | $47,810 | | **Operating Income** | $12,853 | $3,422 | | **Net Income (Loss) Attributable to Primoris** | $5,850 | $(3,737) | | **Diluted EPS** | $0.12 | $(0.08) | Condensed Consolidated Balance Sheet Highlights (As of March 31, 2021) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $212,770 | $326,744 | | Goodwill | $588,845 | $215,103 | | Intangible assets, net | $181,226 | $61,012 | | **Total Assets** | **$2,515,434** | **$1,969,580** | | Long-term debt, net | $592,087 | $268,835 | | **Total Liabilities** | **$1,614,070** | **$1,254,788** | | **Total Stockholders' Equity** | **$901,364** | **$714,792** | Condensed Consolidated Statements of Cash Flows Highlights (Q1 2021 vs Q1 2020) | Cash Flow Category | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $7,514 | $(5,467) | | Net cash used in investing activities | $(630,211) | $(2,409) | | Net cash provided by (used in) financing activities | $508,464 | $(19,195) | | **Net change in cash and cash equivalents** | **$(113,974)** | **$(26,812)** | [Note 1: Nature of Business & Segment Reorganization](index=10&type=section&id=Note%201%E2%80%94Nature%20of%20Business) Primoris realigned its structure into three new market-focused segments: Utilities, Energy/Renewables, and Pipeline Services - In Q1 2021, the company reorganized its reportable segments from five to three: **Utilities, Energy/Renewables, and Pipeline Services**[22](index=22&type=chunk)[23](index=23&type=chunk) [Note 5: Acquisitions](index=14&type=section&id=Note%205%E2%80%94Acquisitions) The company acquired Future Infrastructure Holdings, LLC (FIH) for approximately $611.2 million, integrating it into the Utilities segment - Acquired Future Infrastructure Holdings, LLC (FIH) on January 15, 2021, for approximately **$611.2 million**, net of cash acquired[36](index=36&type=chunk) - The acquisition resulted in the recognition of **$373.7 million in goodwill** and **$122.4 million in identifiable intangible assets** (customer relationships and tradename)[38](index=38&type=chunk)[40](index=40&type=chunk) - For the period from January 15 to March 31, 2021, FIH contributed **$60.7 million in revenue** and **$9.8 million in gross profit**[40](index=40&type=chunk) - Acquisition-related costs of **$13.5 million** were recorded in the quarter[41](index=41&type=chunk) [Note 6: Revenue](index=18&type=section&id=Note%206%E2%80%94Revenue) Remaining performance obligations stood at $1.7 billion, with Master Service Agreement (MSA) revenue growing to 41.3% of the total - As of March 31, 2021, the company had **$1.7 billion of remaining performance obligations**, with approximately 83% expected to be recognized as revenue over the next four quarters[47](index=47&type=chunk) Revenue by MSA and Non-MSA (in thousands) | Segment | MSA Revenue Q1 2021 | Non-MSA Revenue Q1 2021 | MSA Revenue Q1 2020 | Non-MSA Revenue Q1 2020 | | :--- | :--- | :--- | :--- | :--- | | Utilities | $277,967 | $57,045 | $185,785 | $64,169 | | Energy/Renewables | $42,586 | $310,278 | $37,891 | $263,875 | | Pipeline | $17,710 | $112,743 | $46,732 | $144,791 | | **Total** | **$338,263** | **$480,066** | **$270,408** | **$472,835** | [Note 9: Credit Agreements](index=26&type=section&id=Note%209%E2%80%94Credit%20Agreements) The company amended its credit agreement to finance the FIH acquisition, increasing its term loan by $400.0 million - On January 15, 2021, the company amended its credit agreement, increasing its term loan by **$400.0 million** to a total of **$592.5 million** to finance the FIH acquisition[74](index=74&type=chunk) - As of March 31, 2021, available borrowing capacity under the $200.0 million revolving credit facility was **$148.9 million**[76](index=76&type=chunk) [Note 13: Stockholders' Equity](index=32&type=section&id=Note%2013%E2%80%94Stockholders'%20Equity) A public offering of 4.5 million shares generated net proceeds of approximately $149.4 million to repay acquisition-related debt - In March 2021, the company completed a secondary offering of 4,500,000 shares, raising net proceeds of approximately **$149.4 million**[103](index=103&type=chunk) - The net proceeds from the offering were used to repay a portion of the debt incurred under the Amended Credit Agreement for the FIH acquisition[103](index=103&type=chunk) [Note 16: Reportable Segments](index=36&type=section&id=Note%2016%E2%80%94Reportable%20Segments) The Energy/Renewables segment became the largest revenue contributor, and consolidated gross margin improved to 9.8% Revenue by Segment (in thousands) | Segment | Q1 2021 Revenue | % of Total | Q1 2020 Revenue | % of Total | | :--- | :--- | :--- | :--- | :--- | | Utilities | $335,012 | 40.9% | $249,954 | 33.6% | | Energy/Renewables | $352,864 | 43.2% | $301,766 | 40.6% | | Pipeline | $130,453 | 15.9% | $191,523 | 25.8% | | **Total** | **$818,329** | **100.0%** | **$743,243** | **100.0%** | Gross Profit by Segment (in thousands) | Segment | Q1 2021 Gross Profit | % of Segment Revenue | Q1 2020 Gross Profit | % of Segment Revenue | | :--- | :--- | :--- | :--- | :--- | | Utilities | $21,716 | 6.5% | $6,314 | 2.5% | | Energy/Renewables | $42,672 | 12.1% | $25,004 | 8.3% | | Pipeline | $15,793 | 12.1% | $16,492 | 8.6% | | **Total** | **$80,181** | **9.8%** | **$47,810** | **6.4%** | [Management's Discussion and Analysis (MD&A)](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Consolidated revenue grew 10.1% due to the FIH acquisition and strong segment performance, increasing total backlog to $3.1 billion [Results of Operations](index=48&type=section&id=Results%20of%20Operations) Consolidated revenue rose 10.1% to $818.3 million, and gross profit surged 67.7% with margins improving to 9.8% - Revenue increased by **$75.1 million (10.1%)** YoY, primarily due to growth in Energy/Renewables and Utilities segments, including **$60.7 million** from the FIH acquisition[158](index=158&type=chunk) - Gross profit increased by **$32.4 million (67.7%)** YoY, with gross margin expanding to **9.8%** from 6.4%, reflecting the FIH acquisition and improved margins in legacy operations[159](index=159&type=chunk) - Transaction and related costs of **$13.9 million** were incurred in Q1 2021 related to the FIH acquisition[161](index=161&type=chunk) [Segment Results](index=50&type=section&id=Segment%20results) The Utilities and Energy/Renewables segments drove growth, offsetting a decline in the Pipeline segment, with all segments showing improved gross margins - **Utilities:** Revenue increased **34.0%** YoY, driven by the FIH acquisition ($60.7 million), and gross margin improved to **6.5%** from 2.5%[169](index=169&type=chunk)[170](index=170&type=chunk) - **Energy/Renewables:** Revenue increased **16.9%** YoY, driven by increased renewable energy activity, and gross margin improved to **12.1%** from 8.3% due to favorable claims resolution[171](index=171&type=chunk)[172](index=172&type=chunk) - **Pipeline:** Revenue decreased **31.9%** YoY due to the completion of large projects in 2020, though gross margin improved to **12.1%** from 8.6% due to strong performance on a Texas project[173](index=173&type=chunk)[174](index=174&type=chunk) [Backlog](index=53&type=section&id=Backlog) Total backlog increased to $3.09 billion, bolstered by a $248.8 million contribution from the FIH acquisition Total Backlog by Segment (in millions) | Reportable Segment | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Utilities | $1,388.3 | $1,045.2 | | Energy/Renewables | $1,386.4 | $1,353.7 | | Pipeline | $313.7 | $377.7 | | **Total** | **$3,088.4** | **$2,776.6** | - The FIH acquisition added approximately **$248.8 million** of MSA backlog to the Utilities segment[181](index=181&type=chunk) - The company defines backlog as a combination of Fixed Backlog (uncompleted portions of existing contracts) and MSA Backlog (estimated revenue from MSA work for the next four quarters)[176](index=176&type=chunk) [Liquidity and Capital Resources](index=54&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained strong liquidity with $212.8 million in cash after financing the FIH acquisition through debt and a subsequent equity offering - At March 31, 2021, cash and cash equivalents were **$212.8 million**, and available borrowing capacity was **$148.9 million**[188](index=188&type=chunk)[184](index=184&type=chunk) - The FIH acquisition was financed via a **$400 million** term loan increase, and a portion of this debt was repaid with **~$149.4 million** from a secondary stock offering[185](index=185&type=chunk)[186](index=186&type=chunk) - Capital expenditures for the remaining nine months of 2021 are expected to be between **$60 million and $80 million**[189](index=189&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuation on its variable-rate debt, partially mitigated by an interest rate swap - The primary market risk is **interest rate risk** from variable-rate debt[208](index=208&type=chunk) - As of March 31, 2021, **$142.3 million** of variable rate debt was economically hedged with an interest rate swap[208](index=208&type=chunk) - A **1.0%** increase or decrease in interest rates would change annual interest expense by approximately **$4.0 million**[208](index=208&type=chunk) [Controls and Procedures](index=62&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2021, with no material changes to internal controls - Management, including the CEO and CFO, concluded that as of March 31, 2021, the company's disclosure controls and procedures were **effective**[211](index=211&type=chunk) - **No material changes** were made to internal control over financial reporting during the quarter ended March 31, 2021[213](index=213&type=chunk) [Part II. Other Information](index=62&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=62&type=section&id=Item%201.%20Legal%20Proceedings) The company faces various legal proceedings in the ordinary course of business but does not expect them to have a material adverse effect - Management believes that the reasonably possible outcome of current claims and legal proceedings will **not have a material adverse effect** on the company's consolidated results of operations, financial condition, or cash flow[112](index=112&type=chunk) [Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) No material changes have been made to the risk factors disclosed in the company's most recent Annual Report on Form 10-K - The company states that there have been **no material changes** to the risk factors discussed in its most recently filed Annual Report on Form 10-K[215](index=215&type=chunk) [Exhibits](index=64&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the report, including key agreements and certifications

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34145 Primoris Services Corporation (Exact name of registrant as specified in its charter) FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 (Registrant's telephone ...