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Mergers and Acquisitions | 9 Months Ended
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Sep. 30, 2012
Mergers and Acquisitions [Abstract] |
Mergers and Acquisitions |
(3) | Mergers and Acquisitions
(a) Information regarding acquisitions that are material in the aggregate On January 3, 2011, the Company completed the acquisition of Fisk Electric Company ("Fisk"), a privately held electrical construction company based in Houston, Texas. Fisk was acquired because the Company believes that it is a strong strategic fit enabling the Company to expand its nationwide electrical construction capabilities and to realize significant synergies and opportunities in support of the Company's non-residential building and civil operations. On April 1, 2011, the Company completed the acquisition of Anderson Companies ("Anderson"), the privately held parent company of Roy Anderson Corporation, Harrell Contracting Group, LLC and Brice Building Company, LLC. Anderson was acquired because the Company believes that it is a strong strategic fit for the Company's building business and strengthens the Company's position in the southeastern United States. On June 1, 2011, the Company completed the acquisition of Frontier-Kemper Constructors, Inc. ("Frontier-Kemper"), a privately held Indiana-based corporation. Frontier-Kemper was acquired because the Company believes that it is a strong strategic fit for the Company's civil business, bolstering the Company's tunneling business in the United States and expanding the Company's geographic reach into Canada. On August 18, 2011, the Company completed the acquisition of Becho, Inc. ("Becho"), a privately held Utah-based corporation. Becho was acquired because the Company believes that it is a strong strategic fit for the Company's civil business, bolstering the Company's drilling capabilities in the southwestern United States. The transactions were accounted for using the acquisition method of accounting. During the nine months ended September 30, 2012, the Company did not materially revise any of the assumptions, estimates or amounts used to complete its purchase price accounting as of December 31, 2011. The following unaudited pro forma summary financial information presents the operating results of the combined Company for the three months and nine months ended September 30, 2011 assuming that the acquisitions occurred on January 1, 2010. This unaudited pro forma summary financial information is presented for informational purposes only and is not indicative either of the operating results that actually would have occurred had the acquisitions been completed on January 1, 2010, or of future results.
Pro Forma (unaudited) |  | Three Months Ended September 30, 2011 |  |  | Nine Months Ended September 30, 2011 |
(in thousands, except per share data) |  |  |  |  |  |
Revenues |  | $ | 1,167,866 |  |  | $ | 2,780,107 |
Income from Construction Operations |  | $ | 63,166 |  |  | $ | 126,737 |
Net Income |  | $ | 36,330 |  |  | $ | 63,395 |
Basic earnings per common share |  | $ | 0.77 |  |  | $ | 1.34 |
Diluted earnings per common share |  | $ | 0.76 |  |  | $ | 1.32 |
The pro forma results have been prepared for comparative purposes only and include certain adjustments such as (i) interest expense on acquisition debt; (ii) adjustments to depreciation expense resulting from the adjustment of fixed asset bases to fair value at acquisition; (iii) additional amortization expense related to identifiable intangible assets arising from the acquisitions; (iv) elimination of acquisition related expenses incurred; and (v) to reflect a statutory income tax rate on the pretax income of Fisk, Anderson, Frontier-Kemper and Becho, as well as on the applicable pro forma adjustments made. The pro forma results are not necessarily indicative either of the results of operations that actually would have resulted had the acquisitions been in effect on January 1, 2010, or of future results. (b) Merger with GreenStar Services Corporation On July 1, 2011, the Company acquired GreenStar Services Corporation ("GreenStar") via a merger of GreenStar into a wholly-owned subsidiary of the Company. GreenStar is primarily comprised of the following operating entities: Five Star Electric Corporation and WDF, Inc., which are located in New York, and Nagelbush Mechanical, Inc., which is located in Florida. GreenStar was acquired because it is one of the largest specialty contractors in the United States and it will provide an opportunity to expand the Company's presence in the northeastern markets. The transaction was accounted for using the acquisition method of accounting. During the nine months ended September 30, 2012, the Company did not materially revise any of the assumptions, estimates or amounts used to complete its purchase price accounting as of December 31, 2011. The following unaudited pro forma summary financial information presents the operating results of the combined Company for the three months and nine months ended September 30, 2011 assuming that the merger occurred on January 1, 2010. This unaudited pro forma summary financial information is presented for informational purposes only and is not indicative either of the operating results that actually would have occurred had the merger been completed on January 1, 2010, or of future results.
Pro Forma (unaudited) |  | Three Months Ended September 30, 2011 |  |  | Nine Months Ended September 30, 2011 |
(in thousands, except per share data) |  |  |  |  |  |
Revenues |  | $ | 1,166,410 |  |  | $ | 2,954,044 |
Income from Construction Operations |  | $ | 62,372 |  |  | $ | 155,667 |
Net Income |  | $ | 35,740 |  |  | $ | 83,909 |
Basic earnings per common share |  | $ | 0.76 |  |  | $ | 1.78 |
Diluted earnings per common share |  | $ | 0.75 |  |  | $ | 1.75 |
The pro forma results have been prepared for comparative purposes only and include certain adjustments such as (i) interest expense on merger debt; (ii) adjustments to depreciation expense resulting from the adjustment of fixed asset bases to fair value at the merger date; (iii) additional amortization expense related to identifiable intangible assets arising from the merger; (iv) elimination of merger related expenses incurred; and (v) to reflect a statutory income tax rate on the pretax income of GreenStar, as well as on the applicable pro forma adjustments made. The pro forma results are not necessarily indicative either of the results of operations that actually would have resulted had the merger been in effect on January 1, 2010, or of future results. (c) Acquisition of Lunda Construction Company On July 1, 2011, the Company completed the acquisition of Lunda Construction Company ("Lunda"). Headquartered in Black River Falls, Wisconsin, and with offices in Wisconsin and Minnesota, Lunda is a heavy civil contractor engaged in the construction, rehabilitation and maintenance of bridges, railroads, and other civil structures in the Midwest and throughout the United States. Lunda was acquired because the Company believes it is a strong strategic fit for its civil business and will provide the Company with the opportunity to expand its civil business into the Midwestern United States. The transaction was accounted for using the acquisition method of accounting. During the nine months ended September 30, 2012, the Company did not materially revise any of the assumptions, estimates or amounts used to complete its purchase price accounting as of December 31, 2011. The following unaudited pro forma summary financial information presents the operating results of the combined Company for the three months and nine months ended September 30, 2011 assuming that the acquisition occurred on January 1, 2010. This unaudited pro forma summary financial information is presented for informational purposes only and is not indicative either of the operating results that actually would have occurred had the acquisitions been completed on January 1, 2010, or of future results.
Pro Forma (unaudited) |  | Three Months Ended September 30, 2011 |  |  | Nine Months Ended September 30, 2011 |
(in thousands, except per share data) |  |  |  |  |  |
Revenues |  | $ | 1,166,410 |  |  | $ | 2,757,934 |
Income from Construction Operations |  | $ | 62,136 |  |  | $ | 139,481 |
Net Income |  | $ | 35,539 |  |  | $ | 73,603 |
Basic earnings per common share |  | $ | 0.75 |  |  | $ | 1.56 |
Diluted earnings per common share |  | $ | 0.74 |  |  | $ | 1.54 |
The pro forma results have been prepared for comparative purposes only and include certain adjustments such as (i) interest expense on acquisition debt; (ii) adjustments to depreciation expense resulting from the adjustment of fixed asset bases to fair value at acquisition; (iii) additional amortization expense related to identifiable intangible assets arising from the acquisitions; (iv) elimination of acquisition related expenses incurred; and (v) to reflect a statutory income tax rate on the pretax income of Lunda, as well as on the applicable pro forma adjustments made. The pro forma results are not necessarily indicative either of the results of operations that actually would have resulted had the acquisitions been in effect on January 1, 2010, or of future results.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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