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Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2012
Earnings Per Share  
Schedule of computation of basic and diluted earnings per share

 

 

 

 

2012

 

2011

 

2010

 

Numerator:

 

 

 

 

 

 

 

Net income

 

$

58,267

 

$

58,559

 

$

33,616

 

Net income attributable to noncontrolling interests

 

(1,511

)

 

 

Net income attributable to Primoris

 

$

56,756

 

$

58,559

 

$

33,616

 

 

 

 

 

 

 

 

 

Denominator (shares in thousands):

 

 

 

 

 

 

 

Weighted average shares for computation of basic earnings per share

 

51,391

 

50,707

 

42,694

 

Dilutive effect of warrants and units (1)

 

 

51

 

908

 

Dilutive effect of contingently issuable shares (2)

 

 

386

 

989

 

Dilutive effect of shares issued to independent directors

 

11

 

9

 

 

Dilutive effect of JCG convertible preferred shares (3)

 

 

 

2,287

 

Dilutive effect of shares to be issued to Q3C sellers (4)

 

4

 

 

 

Weighted average shares for computation of diluted earnings per share

 

51,406

 

51,153

 

46,878

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Basic

 

$

1.10

 

$

1.15

 

$

0.79

 

Diluted

 

$

1.10

 

$

1.14

 

$

0.72

 

 

 

(1)         Represents the dilutive effect of common stock warrants available under the Unit Purchase Option (“UPO”).  See Note 23 — “Stockholders’ Equity”.

 

(2)         Represents the dilutive effect of the following contingency arrangements which were met at the end of each year, but for which shares of common stock were not issued until the following year:

 

a)             On March 25, 2010, a total of 2,499,975 shares were issued in accordance with the 2009 merger agreement between Rhapsody and Former Primoris.

 

b)             The effect of 74,906 unregistered shares of common stock issued in March 2010 as a result of Cravens Services, Inc. (a small acquisition made in 2009) meeting a defined performance target in 2009.

 

c)              A total of 1,095,646 unregistered shares of common stock issued to JCG’s sellers in March 2011 as a result of JCG meeting a defined performance target in 2010.

 

d)             A total of 494,095 unregistered shares of common stock issued to Rockford’s former stockholders in March 2011 as a result of Rockford meeting a defined performance target in 2010 and an additional 232,637 unregistered shares of common stock issued in March 2012 as a result of Rockford meeting a defined performance target in 2011.

 

(3)         Represents the dilutive effect of the conversion of preferred stock into 8,185,278 shares of common stock.  The conversion was approved at a special meeting of the stockholders held on April 12, 2010.

 

(4)         Represents the dilutive effect of the 29,273 unregistered shares of common stock to be issued as part of the purchase consideration for the Q3C acquisition.  The shares were issued in February 2013.