Acquisition of Pine Valley

3 Months Ended

Sep. 30, 2011

Acquisition of Pine Valley [Abstract]

Acquisition of Pine Valley

3. Acquisition of Pine Valley

On August 1, 2011, we acquired Pine Valley Power, Inc. (“Pine Valley”), a privately-held company located in Bluffdale, Utah, for $25,535, net of cash acquired of $465, all subject to a working capital adjustment. The funding for the purchase consisted of cash from operations and cash borrowed under our revolving credit facility totaling $6,900 and $10,000, respectively, and the issuance of 982,669 shares of the Company’s stock having an estimated fair value of $9,100 at the acquisition date in accordance with business combination accounting guidance. Pine Valley provides construction and maintenance services to the transmission and distribution, renewable energy, industrial water and mining industries.

The purchase price of $25,535 has been allocated to the assets acquired and liabilities assumed at the effective date of the acquisition based on estimated fair values as summarized in the following table:

Current assets	$	2,826
Property and equipment		1,251
Intangible assets		11,676
Goodwill		11,273
Total assets acquired		27,026
Current liabilities		(1,491	)
Total liabilities assumed		(1,491	)
Net assets	$	25,535

Intangible assets are being amortized over their estimated useful lives ranging from 5 to 15 years. The allocation of the purchase price remains preliminary as management continues to assess the valuation of the intangible assets and the equity instruments issued. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce, and is expected to be amortizable for tax purposes.

The financial results of the operations of Pine Valley have been included in our condensed consolidated financial statements since the date of the acquisition and represent revenue and net income totaling $3,775 and $86, respectively. The following unaudited pro forma statement of income data gives effect to the acquisition of Pine Valley as if it had occurred on July 1, 2010. The pro forma results are not necessarily indicative of what actually would have occurred had the acquisition been in effect for the periods presented.

	Three months ended
	September 30,
	2011		2010
Revenues	$	173,602	$	131,590
Net income (loss)	$	2,673	$	(2,232	)
Basic earnings (loss) per common share	$	0.08	$	(0.07	)
Diluted earnings (loss) per common share	$	0.08	$	(0.07	)