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Stockholders' Equity
 12 Months Ended
Dec. 31, 2012
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 51,403,686 and 51,059,132 shares were issued and outstanding as of December 31, 2012 and 2011, respectively. As of December 31, 2012, there were 302 holders of record of our common stock.

 

In March 2012 and March 2011, the Company received $1,240 and $647 in exchange for 111,790 and 94,966 shares of common stock, respectively, under a purchase arrangement within the Company’s Long-Term Incentive Plan for managers and executives.

 

At December 31, 2012, there were 1,270,744 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. At December 31, 2012, there were no stock options, SARS or restricted shares of stock issued or outstanding.

 

As part of the quarterly compensation of the non-employee members of the Board of Directors, the Company issued shares of common stock as follows:  15,280 shares in August 2012, 12,395 shares in February 2012 and 14,825 shares in August 2011.

 

As part of the acquisition of Sprint, the Company issued 62,052 unregistered shares of common stock in March 2012.  Additionally, as part of the acquisition of Q3C, the Company agreed to issue shares of common stock amounting to $430 based on the average December 2012 closing price, or $14.69 per share.  The Company issued 29,273 unregistered shares of stock in February 2013.

 

In May 2012, the Company’s Board of Directors authorized a share repurchase program under which the Company could, from time to time and depending on market conditions, share price and other factors, acquire shares of its common stock on the open market or in privately negotiated transactions up to an aggregate purchase price of $20 million.  During the period from May 2012 through June 2012, the Company purchased and cancelled 89,600 shares of stock for $1.0 million at an average cost of $11.17 per share.  The share repurchase program expired on December 31, 2012.

 

Contingent shares of common stock

 

Former Primoris Contingent Shares

 

The Company achieved a specified financial milestone for 2009 per the merger agreement between Rhapsody and Former Primoris.  In March 2010 a total of 2,499,975 shares of common stock were issued.

 

JCG Contingent Shares

 

A total of 1,095,646 shares of common stock 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 as a result of Cravens Services, Inc. (a small 2009 acquisition) meeting a defined performance target per the merger agreement between Cravens and the Company.

 

Rockford Contingent Shares

 

A total of 494,095 shares of common stock were issued to Rockford’s sellers in March 2011 as a result of Rockford meeting a defined performance target in 2010.  An additional 232,637 shares of common stock were issued in March 2012 as a result of Rockford meeting a defined performance target in 2011.

 

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.  On April 12, 2010, at a special meeting, the Company’s stockholders approved the conversion of the 81,852.78 shares of Preferred Stock into 8,185,278 shares of common stock.  No shares of Preferred Stock were outstanding at December 31, 2012.