Business Combinations

6 Months Ended

Jul. 01, 2012

Business Combinations [Abstract]

BUSINESS COMBINATIONS

2. BUSINESS COMBINATIONS

On October 3, 2011, the Company entered into a Stock Purchase Agreement (“SPA”) to acquire 100% of the outstanding shares of RBF Consulting (“RBF”) for $49.3 million, and subsequently paid a Net Working Capital adjustment totaling $5.0 million. In addition, immediately prior to closing the Company received $1.2 million from RBF to fund professional liability tail insurance premiums and for bonus payments that were due in December 2011 that the Company disbursed on RBF’s behalf. The Company paid approximately $45.7 million from existing cash and cash equivalents, and issued 203,218 shares of the Company’s common stock with a fair market value of $3.6 million as of the acquisition date. As of July 1, 2012, the allocation of the fair value of the purchase price for the acquisition of RBF is primarily complete, with the exception of the unbilled revenue on contracts in progress and the billing in excess of revenues on contract in progress, as the Company expects to complete the contract revenue conversion in the third quarter of 2012.

The results of operations for RBF are included in the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 1, 2012, with RBF contributing revenues of $24.4 million and $50.3 million and a net loss of $2.3 million and $3.4 million, respectively (including $1.5 million and $3.0 million, respectively, in acquisition related amortization of intangible assets). The unaudited pro-forma financial information summarized in the following table gives effect to the RBF acquisition and assumes that it occurred on January 1, 2010:

(In thousands, except per share amounts)	For the three months ended June 30, 2011		For the six months ended June 30, 2011
Continuing operations
Revenues	$	155,599	$	302,980
Net income attributable to Michael Baker Corporation		4,282		5,039
Diluted earnings per share	$	0.46	$	0.53

The pro-forma financial information does not include any costs related to the acquisition. In addition, the pro-forma financial information does not assume any impacts from revenue, cost or other operating synergies that are expected as a result of the acquisition. Pro-forma adjustments have been made to reflect amortization of the identifiable intangible assets for the related period. Identifiable intangible assets are being amortized on a basis approximating the economic value derived from those assets. The unaudited pro-forma financial information is not necessarily indicative of what the Company’s results would have been had the acquisition been consummated on such dates or project results of operations for any future period.