In December 2009, the Company acquired an 80% membership interest in Ralph L. Wadsworth Construction Company, LLC (RLW). The purchase agreement gave the sellers, Messrs. Kip, Con, Tod and Ty Wadsworth, who are brothers, the right to put their remaining 20% membership interests in RLW to the Company, and concurrently gave the Company the right to call, or acquire, their 20% membership interests, in each case within the sixty-day period after the Company files its Annual Report on Form 10-K for the calendar year 2012.

On December 31, 2012, the Company exercised its call right and purchased the remaining 20% membership interests in RLW. The purchase price of $23.1 million was determined by a formula set forth in the December 2009 purchase agreement, but was based on estimated financial results for 2012, and accordingly, is subject to adjustment when audited financial results for 2012 are available.

The call was exercised prior to the filing of the Annual Report on Form 10-K in order to make payment of the purchase price, as estimated, to the Wadsworths in 2012, as well as to retain the continued employment of three of the Wadsworth brothers, Kip Wadsworth, Chief Executive Officer of RLW (and a director of the Company) as well as Con Wadsworth, President of RLW, and Tod Wadsworth, Vice President Business Development of RLW, all of whose employment agreements expired on December 31, 2012.

Acquisition

On January 3, 2013, the Company issued a press release announcing the acquisition of the remaining 20% ownership interest in Ralph L. Wadsworth Construction Company, LLC. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

(d) Exhibits

Exhibit
Number  Description
99.1    Press release dated January 3, 2013 (filed herewith)