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Stockholders' Equity
 12 Months Ended
Dec. 31, 2011
Stockholders' Equity  
Stockholders' Equity

Note 23—Stockholders’ Equity

 

Common Stock

 

The Company is authorized to issue 90,000,000 shares of $0.0001 par value common stock, of which 51,059,132 and 49,359,600 shares were issued and outstanding as of December 31, 2011 and 2010, respectively. As of December 31, 2011, there were 253 holders of record of our common stock.

 

As part of the quarterly compensation of the non-employee members of the Board of Directors, the Company issued 14,825 shares of common stock on August 2, 2011.

 

In March 2011, 94,966 shares of common stock were purchased by our senior managers and executives under the Primoris Long-term Retention Plan.

 

As of December 31, 2011, there were 1,410,209 shares of common stock reserved for issuance upon exercise of all future stock option grants, SARS and grants of restricted shares under the 2008 Equity Plan. As of December 31, 2011, there were no stock options, SARS or restricted shares of stock issued or outstanding for shares of common stock.

 

Contingent shares of common stock

 

Former Primoris Contingent Shares

 

The Company achieved specified financial milestones for both 2008 and 2009 per the merger agreement between Rhapsody and Former Primoris.  In March 2009 a total of 2,500,025 shares of common stock were issued and 2,499,975 shares were issued in March 2010.  The amounts included 52,668 shares issued to two foreign managers in each of the two years and the Company recognized a charge of $390 and $375 in 2009 and 2008, respectively, for the earnout shares the two foreign managers received.

 

JCG Contingent Shares

 

A total of 1,095,646 shares were issued to JCG’s sellers in March 2011 as a result of JCG meeting its defined performance target per the merger agreement between JCG and the Company.

 

Cravens Contingent Shares

 

A total of 74,906 shares of common stock were issued in March 2010 for attainment of certain financial targets per the merger agreement between Cravens and the Company.  The seller and the Company entered into an agreement during 2010 terminating all future earnout contingencies.

 

Rockford Contingent Shares

 

A total of 494,095 shares issued to Rockford’s former stockholders in March 2011 as a result of Rockford meeting a defined performance target in 2010.  The purchase agreement provided for additional performance targets for 2011 and 2012.  The Company determined that the 2011 earnout target was achieved and recorded the full value of the $6,900 liability.  In March 2012, the liability is anticipated to be settled by issuing 232,637 shares of common stock to the sellers, and making a cash payment.  The stock component of the earnout was based on the Company’s average closing stock price during the month of December 31, 2011 of $14.83 per share.  The 2012 contingent earnout will be paid in cash if the target is met.

 

Preferred Stock

 

The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock.  As part of the consideration for the acquisition of JCG, the Company issued 81,852.78 shares of Preferred Stock to JCG’s former members.  On April 12, 2010, at a special meeting of the Company’s stockholders, the stockholders approved the conversion of the 81,852.78 shares of Preferred Stock into 8,185,278 shares of common stock.  There are no shares of Preferred Stock outstanding at December 31, 2011.