Business Acquisition

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Business Acquisition

Business Acquisition

On October 31, 2012, a wholly-owned subsidiary of the Company expanded its business in the Pacific area through the acquisition of substantially all of the assets of West Construction, Inc., (the "Seller") located in Anchorage, Alaska, for $9.0 million in cash. The assets acquired included construction equipment, inventory, and work in progress. Additionally, the Company hired substantially all of the Seller's personnel, entered into a two year consulting and sales agreement, and entered into a non-compete agreement with the Seller. The purchase agreement contained customary representations, warranties, covenants and indemnities.

An additional amount of up to $1.0 million, may be payable to the Seller and is based on 20% of Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") generated during the first twelve months immediately following the closing. The fair value of the liability on the date of acquisition was $271,000, and was based upon the expected EBITDA discounted back at the cost of capital to estimate the equivalent present value. The estimated value remained unchanged at December 31, 2012.

In addition, the Company acquired full ownership interest in one foreign entity, a two-thirds interest in another foreign entity, and the rights to the trade name.

The Company entered into a lease agreement with the Seller, effective upon the date of closing, for office space in Anchorage, Alaska for an initial three year term.

The purchase price was allocated as follows:

Fixed assets, including inventory	$	5,936
Seller receivables	1,425
Intangible assets	702
Goodwill	2,649
Payable to Seller	(1,425		)
Noncontrolling interest	(16		)
	$	9,271

The purchase price was allocated to the assets acquired and liabilities assumed using estimated fair values as of the acquisition date. Finite intangible assets include the trade name and backlog, which were estimated at $332,000 and $370,000, respectively, and amortize over a period of one and three years.

The fixed assets acquired, consisting primarily of construction equipment, are to be depreciated in accordance with Company policy, generally 3 to 15 years.

The goodwill of $2.6 million arising from the acquisition consists primarily of synergies, economies of scale, and business opportunities expected from the combination with the Company. Goodwill for tax purposes is approximately $2.6 million, which is amortizable over a 15 year period. Costs associated with the transaction were conducted by the Company's personnel, and external costs were minimal, primarily related to documentation fees, and were included in selling, general and administrative expenses.

The results and operations of West Construction have been included in the Consolidated Statements of Operations since the acquisition date of October 31, 2012. The acquisition did not have a material impact on the Company's results of operations, and accordingly, pro forma disclosures are not presented.