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Subsequent Event
9 Months Ended
Sep. 30, 2011
Subsequent Event [Abstract] 
SUBSEQUENT EVENT

16. SUBSEQUENT EVENT

On October 3, 2011, the Company entered into a Stock Purchase Agreement (“SPA”) effective October 1, 2011 to acquire 100% of the outstanding shares of RBF for $49.3 million. This transaction was funded with $45.7 million of cash on hand and approximately $3.6 million of the Company’s stock. The $3.6 million of Company stock conveyed in this transaction and $1.7 million in cash will be held in escrow to satisfy any indemnity claims under the SPA. The purchase price could increase or decrease as a result of the post-closing purchase price adjustment which is based upon a net working capital target of $7.5 million as of the closing date. Approximately $0.8 million of acquisition-related costs are included in the results of operations for both the three months and nine months ended September 30, 2011.

RBF is an engineering, planning, surveying and environmental firm based in Irvine, California with revenues of approximately $103 million for the year ended December 31, 2010. RBF has a total of 17 offices located in California, Nevada and Arizona. RBF provides comprehensive planning, design and construction services for its clients including public and governmental agencies, the development community, private enterprise and non-profit agencies. The acquisition was consummated because it contributes to the Company’s long-term strategic plan by enabling the Company to expand geographically into the western United States and, through RBF’s water resource experience and expertise, provide a platform for the Company to build a national water and wastewater practice.

The RBF transaction will be accounted for under the acquisition method of accounting under GAAP. The acquisition method of accounting requires an acquiring entity to recognize, with limited exceptions, all of the assets acquired and liabilities assumed in a transaction at fair value as of the acquisition date. Given the limited amount of time since the acquisition date and the availability of information, the Company was unable to complete the accounting for this transaction as of the date of this report. As such, the financial information contained herein does not include pro-forma disclosures, acquisition date fair values or information on the allocation of the purchase price. However, based upon the structure of the transaction being a stock acquisition, the Company has concluded that any intangible assets or goodwill resulting from this transaction will not be deductible for tax purposes.