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PRIM > SEC Filings for PRIM > Form 8-K/A on 4-Feb-2013All Recent SEC Filings

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Form 8-K/A for PRIMORIS SERVICES CORP


4-Feb-2013

Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The following financial statements of Q3C are attached as Exhibits 99.2 through 99.5 of this Report and are incorporated by reference herein:

† Audited Combined Balance Sheets of Q3 Contracting, Inc. and Quality Real Estate Partners as of December 31, 2011, 2010 and 2009, and the related Combined Statements of Income, Changes in Shareholders' and Members' Equity and Cash Flows for the years ended December 31, 2011, 2010 and 2009;

† Unaudited Interim Balance Sheet of Q3 Contracting, Inc. and Quality Real Estate Partners as of September 30, 2012 and 2011, and the related Unaudited Interim Statements of Income and Cash Flows for the nine months ended September 30, 2012 and 2011.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information is attached as Exhibit 99.6 of this Report and is incorporated by reference herein:

† Primoris Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2012, and the related Unaudited Pro Forma Condensed Consolidated Statement of Income for the nine months ended September 30, 2012 and the year ended December 31, 2011.

(c) Exhibits

Exhibit 2.1  Stock Purchase Agreement, dated November 8, 2012, by and among
             Primoris Services Corporation, a Delaware corporation and Q3
             Contracting, Inc., a privately-held Minnesota corporation, all of the
             shareholders of Q3 Contracting, Inc. and Jay P. Osborn as
             representative of the shareholders of Q3 Contracting, Inc. (1)

Exhibit 23.1 Consent of Moquist Thorvilson Kaufmann & Pieper LLC

Exhibit 99.1 Press Release, dated November 13, 2012, issued by Primoris Services Corporation. (1)

Exhibit 99.2 Audited Combined Balance Sheets of Q3 Contracting, Inc. and Quality Real Estate Partners as of December 31, 2011 and 2010, and the related Combined Statements of Income, Changes in Shareholders' and Members' Equity and Cash Flows for the years ended December 31, 2011 and 2010.

Exhibit 99.3 Audited Combined Balance Sheets of Q3 Contracting, Inc. and Quality Real Estate Partners as of December 31, 2010 and 2009, and the related Combined Statements of Income, Changes in Shareholders' and Members' Equity and Cash Flows for the years ended December 31, 2010 and 2009.

Exhibit 99.4 Unaudited Interim Balance Sheets of Q3 Contracting, Inc. as of September 30, 2012 and 2011, and the related Unaudited Interim Statements of Income and Cash Flows for the nine months ended September 30, 2012 and 2011.

Exhibit 99.5 Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2012, and the related Unaudited Pro


Forma Condensed Combined Statement of Income for the nine months ended September 30, 2012 and for the year ended December 31, 2011.



(1) Filed with the Commission as an exhibit to our Current Report on Form 8-K on November 15, 2012.


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