Note 4—Business Combinations

2012 Acquisition — Sprint Pipeline Services, L.P.

On March 12, 2012, the Company executed an asset purchase agreement with Sprint Pipeline Services, L.P. (“Sprint”). Headquartered in Pearland (outside Houston), Texas, Sprint provides a comprehensive range of pipeline construction, maintenance, upgrade, fabrication and specialty services primarily in the southeastern United States. The Company formed PES to make the acquisition. The purchase agreement allows the Company to use the Sprint name for three years. For 2012, Sprint contributed revenues of $92,470 and gross profit of $15,614 and have been included in the Company’s consolidated financial statements.

The fair value of the consideration transferred to selling shareholders consisted of the following:

Cash consideration	$	21,197
Company common stock	980
Earnout consideration	6,200
Total consideration	$	28,377

On the closing date, we paid the sellers $19,228 in cash and in the second quarter paid an additional $1,969 once a final valuation of the net book value of assets purchased was completed.

We issued the sellers 62,052 unregistered shares of our common stock with a contractually agreed upon value of $1,000 based on the average closing price of our common stock for the 20 business days prior to the closing date. The fair value of the stock issued was $980 based on the stock price on the closing date.

Acquisition costs related to the Sprint acquisition of $94 were expensed in the year ended December 31, 2012.

Sprint Earnout Consideration

As part of the acquisition, the Company agreed to issue additional cash to the sellers, contingent upon Sprint meeting certain operating performance targets for the remainder of 2012 and for the twelve months ending December 31, 2013.

If income before interest, taxes, depreciation and amortization (“EBITDA”) for 2012, as defined in the stock purchase agreement, was at least $7,000, we agreed to pay $4,000 in cash to the sellers. The estimated fair value of the 2012 contingent consideration was $3,455 on the acquisition date.

The Company determined that the 2012 earnout target was achieved and recorded the full value of the $4,000 liability on the balance sheet at December 31, 2012. As a result, a charge of $200 was recorded in Selling, General and Administration expense in 2012. In March 2013, the liability should be settled by making a $4,000 cash payment to the sellers.

The 2013 earnout target provides for an additional cash payment of $4,000 to the sellers if 2013 EBITDA is at least $7,750. The estimated fair value of the 2013 potential contingent consideration as of the acquisition date was $2,745 and at December 31, 2012, the estimated fair value was $3,020.

2012 Acquisition — Silva Companies

On May 30, 2012, JCG executed an asset purchase agreement with Silva Contracting Company, Inc., Tarmac Materials, LLC and C3 Interests, LLC (collectively, “Silva”). Based outside of Houston, Texas, Silva provides transportation infrastructure maintenance, asphalt paving and material sales in the Gulf Coast region of the United States. On the closing date, we paid the sellers $13,934 and paid an additional $156 in December 2012. After the acquisition, the operations for Silva were merged into JCG. Acquisition costs related to the Silva acquisition of $93 were expensed in the year ended December 31, 2012

2012 Acquisition — The Saxon Group

On September 28, 2012, PES executed an asset purchase agreement with The Saxon Group (“Saxon”). Based in Suwannee, Georgia, outside of Atlanta, Saxon is a full service industrial construction enterprise with special expertise in the industrial gas processing and power plant sectors. We paid the sellers $550 in cash and paid off an outstanding note for $2,429 on behalf of Saxon, a total cash payment of $2,979. For 2012, Saxon has contributed revenues of $7,460 and a gross margin loss of $46 and have been included in the Company’s consolidated financial statements.

Acquisition costs related to the Saxon acquisition of $14 were expensed in the year ended December 31, 2012.

Saxon Earnout Consideration

As part of the acquisition, the Company agreed to issue additional cash of $2,500 to the sellers, contingent upon Saxon meeting certain operating performance targets. The Company agreed to pay $2,500 in cash to the sellers if they achieve one of the following two targets: (1) EBITDA for the fifteen month period ending December 31, 2013 of at least $4,000 or; (2) EBITDA for the twenty-one month period ending June 30, 2014 of at least $4,750. The estimated fair value of the potential contingent consideration on the acquisition date was $1,950 and at December 31, 2012, the estimated fair value was $2,028.

2012 Acquisition — Q3 Contracting

On November 17, 2012, the Company purchased all of the issued and outstanding shares of stock of Q3C, a privately-held Minnesota corporation. The sellers elected to treat the acquisition under Section 338(h)(10) of the Internal Revenue Code which allows the Company to account for the transaction as an asset purchase. Based in Little Canada, Minnesota, north of St. Paul, Minnesota, Q3C specializes in small diameter pipeline and gas distribution construction and other services, primarily in the upper Midwest region of the United States. For 2012, Q3C has contributed revenues of $12,755 and gross profit of $1,408 and have been included in the Company’s consolidated financial statements.

The fair value of the consideration transferred to selling shareholders consisted of the following:

Cash consideration	$	48,116
Commitment to issue Company common stock	430
Earnout consideration	7,448
Total consideration	$	55,994

On the closing date, we paid the sellers $48,116 in cash. The Company also agreed to issue $430 of Company common stock, to be valued based on the average December 2012 closing price. An adjustment for the fair value of the stock at December 31, 2012 was not material. The Company issued 29,273 shares of unregistered common stock in February 2013.

Q3C Earnout Consideration

As part of the acquisition, the Company agreed to issue additional cash to the sellers, contingent upon Q3C meeting certain operating performance targets. The targets are based on the achievement of meeting certain levels of Q3C’s EBITDA, as that term is defined in the stock purchase agreement. The targets are as follows:

1. If EBITDA for the period November 18, 2012 through December 31, 2013 is at least $17,700, the Company agreed to pay $3,750 in cash to the sellers, with an additional cash payment of $1,250 if EBITDA exceeds $19,000.

2. If EBITDA for the calendar year 2014 is at least $19,000, the Company agreed to pay $3,750 in cash to the sellers, with an additional cash payment of $1,250 if EBITDA exceeds $22,000.

The fair value of the contingent consideration was estimated to be $7,450 as of the purchase date and is included on the Company’s balance sheet as a liability. The fair value is based on management’s evaluation of the probability of Q3C meeting the EBITDA targets for the two periods, discounted at the Company’s estimated average cost of capital. The estimated fair value at December 31, 2012 was $7,490.

Acquisition costs related to the Q3C acquisition of $129 were expensed in the year ended December 31, 2012.

2010 Acquisition - Rockford Holdings Corporation

On November 8, 2010, the Company entered into a stock purchase agreement to acquire the stock of privately-held Rockford Corporation (“Rockford”). Upon completion of the acquisition on November 12, 2010, Rockford became a wholly-owned subsidiary. Based in Hillsboro (Portland), Oregon, Rockford specializes in construction of large diameter natural gas and liquid pipeline projects and related facilities.

Rockford’s results of operations and estimated fair value of assets acquired and liabilities assumed have been included in the Company’s consolidated financial statements from November 1, 2010. While November 12, 2010 was considered the acquisition date, the net change between November 1, 2010 and the acquisition date was not material. For the period November 1, 2010 to December 31, 2010 Rockford revenues were $85,309, income before provision for income taxes of $8,218 and net income was $4,962. Acquisition costs related to the acquisition of $360 were expensed in the year ended December 31, 2010.

Rockford Merger Consideration

The fair value of the consideration provided to the sellers as of the acquisition date of November 12, 2010 consisted of the following:

Cash	$	35,039
Company common stock	13,600
Subordinated promissory note	16,712
Earnout consideration	14,272
Total fair value of consideration	$	79,623

Details of the consideration follow:

Cash — On the closing date, the Company paid the sellers $35,039 in cash with $400 of the cash placed in an escrow account (the “Escrow Account”). At December 31, 2012, the amount remained in the Escrow Account, pending final resolution of a dispute, as described below.

Company Stock —The Company issued the sellers shares of unregistered common stock with a value of $12,476. The shares were based on an average closing price of our common stock for the 20 business days prior to the closing date. We issued to the sellers 1,605,709 shares of common stock based on a contractually calculated value of $7.77 per share, with a fair value of $13,600 based on the stock price on the closing date.

Subordinated Promissory Note — The Company entered into an unsecured promissory note in favor of the sellers (the “Rockford Note”) with a principal amount of $16,712. The principal amount of the Rockford Note was divided into two portions. Approximately $9,669 on the Rockford Note was designated as “Note A” and approximately $7,043 of the Rockford Note was designated as “Note B.” Note B was paid in full on March 10, 2011. On the date of acquisition, management believed the face amount of the Rockford Note approximated fair value.

Note A is due and payable on October 31, 2013 and bears interest at different rates until maturity. As a result of a dispute related to a certain liability at the time of the closing of the transaction and as provided for under the terms of the purchase agreement, the Company placed $5,000 in an interest bearing escrow account in lieu of making future payments of that amount to the note holders. The Company included this escrow amount on its December 31, 2012 and 2011 balance sheet as “customer retention deposits and restricted cash”.

The Company ceased further principal and interest payments in May 2012, when the outstanding balance reached $5,000. The balance was reclassified on the Company’s balance sheet from notes payable to accrued liabilities in September 2012. In December 2012, the parties came to a resolution whereby the Company would pay $1,500 to the subordinated note holders out of the Escrow Account, the remaining to be remitted to the Company. As a result, the Company reduced its liability to $1,500 and recorded $3,500 as a reduction of SG&A expense and reversed the accrued interest $400. Final payment from the Escrow Account is expected to be made in the first quarter 2013.

Rockford Earnout Consideration

As part of the acquisition, the Company agreed to issue additional cash and common stock to the sellers, contingent upon Rockford meeting certain operating performance targets for the fourth quarter 2010, for the five quarters ending December 31, 2011 and for the year ended December 31, 2012. The maximum amount of this consideration was $18,400 which when measured on a fair value basis as of the acquisition date, was estimated at $14,300 and was classified as a liability in the Company’s consolidated balance sheet.

The 2010 earnout target for the fourth quarter 2010 was achieved, and in March 2011, the Company issued 494,095 unregistered shares of common stock to the sellers.

The 2011 earnout target was achieved and the liability as of December 31, 2011 was $6,900. In April 2012, the Company issued 232,637 unregistered shares of common stock to the sellers and made a cash payment of $3,450.

The final contingent earnout liability for 2012 was based on Rockford’s 2012 financial performance. At December 31, 2011, the fair value of the liability reflected on the balance sheet was $5,818 and the fair value was adjusted quarterly during 2012. In the fourth quarter 2012, the Company determined that the 2012 earnout target was achieved and recorded the full $6,900 liability at December 31, 2012. As a result, an additional charge of $345 was recorded in Selling, General and Administration expense in 2012. In March 2013, the Company anticipates making the $6,900 cash payment to the sellers.

Schedule of Assets Acquired and Liabilities Assumed for 2012 and 2010 Acquisitions

The 2012 acquisitions of Sprint, Silva, Saxon and Q3C and the 2010 acquisition of Rockford are accounted for under the acquisition method of accounting. Accordingly, assets acquired and liabilities assumed were measured at their estimated fair value at the acquisition date.

The following table summarizes the fair value of the assets acquired and the liabilities assumed:

	2012												2010
	Sprint			Silva			Saxon			Q3C			Rockford
	Acquisition			Acquisition			Acquisition			Acquisition			Acquisition

Cash	$	—		$	—		$	—		$	—		$	19,623
Accounts receivable	7,614			903			2161			17,947			57,505
Cost and earnings in excess of billings	601			23			279			4,358			2,132
Inventory and other assets	252			353			564			131			—
Investment in non-consolidated entities	—			—			—			1,298			—
Deferred tax assets	—			—			—			—			3,383
Prepaid expenses	—			—			—			174			813
Property, plant and equipment	12,078			14,675			2,948			20,526			24,107
Other assets	—			—			—			—			2,400
Intangible assets	3,600			—			1350			21,550			15,510
Goodwill	9,389			—			810			12,562			32,079
Accounts payable	(1,458		)	(1,450		)	(2,952		)	(4,448		)	(14,525		)
Billing in excess of costs and earnings	—			(414		)	(110		)	—			(35,408		)
Accrued expenses	(716		)	—			(121		)	(7,851		)	(13,324		)
Notes payable	—			—			—			(10,253		)	(4,684		)
Capital lease liabilities	(2,983		)	—			—			—			—
Deferred tax liability	—			—			—			—			(9,988		)
Total	$	28,377		$	14,090		$	4,929		$	55,994		$	79,623

During the fourth quarter of 2012, the Company finalized its estimates of the fair value of the acquired assets and liabilities of Silva and Saxon. There were no changes to the amounts reported in the June 30, 2012 Form 10Q for Silva. The estimates for the Q3C acquisition are preliminary and subject to change. For the Saxon acquisition, the final revisions resulted in a change of the amounts reported in the September 30, 2012 Form 10Q. The change resulted in a decrease of $451 in property, plant and equipment, a decrease of $155 for accounts receivable, an increase of $564 in prepaid expenses and a decrease of other working capital of $168. Intangible assets were also decreased by $600 and goodwill was increased by $810. These adjustments have been reflected in the December 31, 2012 financial statements.

Identifiable Tangible Assets. Significant identifiable tangible assets acquired include accounts receivable, costs and earnings in excess of billings for projects, inventory and fixed assets, consisting primarily of construction equipment, for each of the acquisitions. The Company determined that the recorded value of accounts receivable, costs and earning in excess of billings and inventory reflect fair value of those assets. The Company estimated the fair value of fixed assets on the effective dates of the acquisitions using a market approach, based on comparable market values for similar equipment of similar condition and age.

Identifiable Intangible Assets. We used the assistance of an independent third party valuation specialist to determine the fair value of the intangible assets acquired for the acquisitions. The fair value measurements of the intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in Note 3 — “Fair Value Measurements”. Based on the Company’s assessment, the acquired intangible asset categories, fair value and average amortization periods, generally on a straight-line basis, are as follows:

		2012 Fair Value						2010 Fair Value
	Amortization	Sprint		Saxon		Q3C		Rockford
	Period	Acquisition		Acquisition		Acquisition		Acquisition
Tradename	3 & 10 years	$	700	$	—	$	6,650	$	7,450
Non-compete agreements	2 to 5 years	450		100		450		2,100
Customer relationships	5 to 15 years	2,450		1,150		14,450		2,750
Backlog	0.75 years	—		100		—		3,210
Total		$	3,600	$	1,350	$	21,550	$	15,510

The fair value of the tradename was determined based on the “relief from royalty” method. A royalty rate was selected based on consideration of several factors, including external research of third party trade name licensing agreements and their royalty rate levels, and management estimates. The three year useful life for Sprint was based on the purchase agreement providing for the use of the Sprint tradename for three years. The useful life was estimated at 10 years for Q3C and Rockford based on management’s expectation for continuing value of the tradename in the future.

The fair value for the non-compete agreements was valued based on a discounted “income approach” model, including estimated financial results with and without the non-compete agreements in place. The agreements were analyzed based on the potential impact of competition that certain individuals could have on the financial results, assuming the agreements were not in place. An estimate of the probability of competition was applied and the results were compared to a similar model assuming the agreements were in place.

The customer relationships and the Rockford backlog were valued utilizing the “excess earnings method” of the income approach. The estimated discounted cash flows associated with existing customers and projects were based on historical and market participant data. Such discounted cash flows were net of fair market returns on the various tangible and intangible assets that are necessary to realize the potential cash flows.

Goodwill. Goodwill largely consists of expected benefits from the geographic expansion and presence of the various acquisitions in the United States, including the Gulf Coast region from Sprint and Saxon, the Pacific Northwest area from Rockford and the upper Midwest region of the United States from Q3C. Goodwill is also attributable to Sprint’s energy-related opportunities for specialized pipeline construction and related services, Saxon’s expertise in the industrial gas processing and power plant sectors, and Rockford and Q3C with their expanded pipeline and service capabilities, as well as the opportunity to extend our infrastructure operations and other synergies of the combined companies. Goodwill also includes the value of the assembled workforce of the various acquired businesses. The fair value of the consideration for the Silva acquisition was equal to the fair value of the fixed assets and net working capital acquired, and management established that there were no intangible assets or goodwill attributable to the purchase.

Based on the current tax treatment of the acquisitions, the goodwill and other intangible assets associated with the Sprint, Saxon and Q3C acquisitions are deductible for income tax purposes over a fifteen-year period. Since the Rockford acquisition was a stock purchase, the goodwill of $32,079 is not deductible for income tax purposes on a yearly basis.

Supplemental Unaudited Pro Forma Information

In accordance with ASC 805, we are combining the 2012 acquisitions of Sprint, Silva, Saxon and the Q3C acquisition information. The following pro forma information presents the results of operations of the 2012 acquisitions as if they all occurred on January 1, 2011. The supplemental pro forma information has been adjusted to include:

· the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment, based on the fair values assigned to the purchased assets;

· the pro forma impact of the expense associated with the amortization of the discount for the fair value of the contingent consideration for potential earnout liabilities that may be achieved in 2012, 2013 and future periods for the acquisitions.

· the pro forma tax effect of both the income before income taxes and the pro forma adjustments, calculated using a tax rate of 39% for the applicable periods; and

· the pro forma increase in weighted average shares outstanding includes 62,052 unregistered shares of common stock issued as part of the Sprint acquisition.

The pro forma results are presented for illustrative purposes only and are not necessarily indicative of or intended to represent the results that would have been achieved had the transactions been consummated as of January 1, 2011. The pro forma results do not reflect any operating efficiencies and associated cost savings that the Company might have achieved with respect to the combined companies.

	2012		2011
	(unaudited)		(unaudited)
Revenues	$	1,673,001	$	1,674,406
Income before provision for income taxes	$	95,254	$	90,799
Net income attributable to Primoris	$	58,678	$	54,940

Weighted average common shares outstanding:
Basic — (1)	51,403		50,769
Diluted — (1)	51,418		51,215

Earnings per share attributable to Primoris:
Basic	$	1.14	$	1.08
Diluted	$	1.14	$	1.07