8-K: Primoris Services Corporation Appoints Baker Tilly as New Auditor Following Moss Adams Merger

Primoris Services Corporation has appointed Baker Tilly US, LLP as its new independent registered public accounting firm, effective June 3, 2025, following the merger of its previous auditor, Moss Adams LLP, with Baker Tilly.

Summary

• Primoris Services Corporation (the "Company") was notified on June 3, 2025, that its independent registered public accounting firm, Moss Adams LLP, merged with Baker Tilly US, LLP.
• Effective June 3, 2025, the combined audit practices will operate as Baker Tilly US, LLP, leading to Moss Adams LLP's resignation as the Company's auditors.
• The Audit Committee of the Company's Board of Directors approved the appointment of Baker Tilly US, LLP as the successor independent registered public accounting firm, effective June 3, 2025.
• Audit reports issued by Moss Adams for the years ended December 31, 2024, and 2023, and for the three-year period ended December 31, 2024, did not contain any adverse opinions, disclaimers, qualifications, or modifications.
• There were no disagreements on accounting principles or auditing scope/procedure with Moss Adams during the years ended December 31, 2024, and 2023, and the subsequent interim period through June 3, 2025.
• No reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K were identified during the specified periods.
• The Company did not consult with Baker Tilly regarding accounting principles or audit opinions prior to their appointment.

Sentiment

Score: 7

Explanation: The sentiment is positive because the auditor change is due to a merger, not performance issues or disagreements, and the transition appears smooth with no reported issues or qualifications on past audits.

Positives

• The transition of the independent registered public accounting firm from Moss Adams LLP to Baker Tilly US, LLP occurred smoothly due to a merger, rather than any issues with audit quality or disagreements.
• Moss Adams' audit reports for the years ended December 31, 2024, and 2023, and the three-year period ended December 31, 2024, contained no adverse opinions, disclaimers, qualifications, or modifications, indicating clean audits.
• There were no disagreements on accounting principles or auditing procedures with Moss Adams, nor any reportable events, ensuring continuity and confidence in past financial statements.

Future Outlook

The document does not provide any forward-looking statements or guidance beyond the immediate change in the independent registered public accounting firm.

Management Comments

• "We agree with the statements concerning our Firm contained therein." (From Moss Adams LLP's letter, confirming agreement with Primoris's statements in the 8-K).
• The Form 8-K was signed by Kenneth M. Dodgen, Executive Vice President, Chief Financial Officer, on behalf of Primoris Services Corporation.

Industry Context

Changes in independent registered public accounting firms due to mergers or acquisitions of audit firms are a common occurrence in the financial industry. This event reflects a consolidation trend within the accounting profession rather than a specific operational or financial issue for Primoris Services Corporation.

Comparison to Industry Standards

• The process described, including the notification, audit committee approval, and confirmation of no disagreements or reportable events, aligns with standard corporate governance practices for auditor changes in publicly traded companies.
• The lack of issues during the transition is a positive indicator compared to situations where auditor changes might signal underlying financial or accounting disputes. No specific comparable companies or projects are mentioned in the document.

Corporate Governance

Stakeholder Impact

• Shareholders: The change ensures continued independent oversight of financial reporting, which is crucial for investor confidence. The smooth transition without reported issues is beneficial.
• Employees: No direct impact on employees is indicated.
• Customers/Suppliers: No direct impact on customers or suppliers is indicated.
• Creditors: Continued reliable financial statements are important for creditors assessing the company's financial health.

Next Steps

• Baker Tilly US, LLP will serve as the Company's independent registered public accounting firm going forward.

Key Dates

Keywords

Primoris Services Corporation, PRIM, SEC filing, Form 8-K, auditor change, independent registered public accounting firm, Moss Adams LLP, Baker Tilly US LLP, corporate governance, financial reporting, audit committee, public company