Business Combinations | 3 Months Ended |
Apr. 30, 2015 |
Business Combinations [Abstract] | |
Divestitures and Business Combinations | Note 3.Business Combinations |
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During 2013, the Company acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”) and Bulldog Frac Rentals, LLC (“Bulldog”) (the “2013 Acquisitions”), providers of parts distribution, rental equipment and on-site services to the oil and gas industry, for a net purchase price of $114.0. The excess of the purchase price over the fair value of the identifiable assets acquired approximated $70.6, of which $33.2 was allocated to identified intangible assets, consisting of customer contracts and relationships and covenants not to compete, and $37.4 is included in goodwill. The useful life assigned to the customer contracts and relationships is 20 years, and the covenants not to compete are being amortized over their contractual periods of five years. |
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In January 2014, the Company acquired the assets of the LT Energy Services group of companies ("LT"), an Eagle Ford Shale provider of rental equipment, for a net purchase price of approximately $102.5. In February 2014, the Company acquired the assets of Wildcat Wireline LLC ("Wildcat"), a provider of wireline services primarily in the Eagle Ford Shale and also in the Marcellus/Utica Shales, for a net purchase price of approximately $153.4. In April 2014, the Company acquired the assets of the Vision Oil Tools, LLC group of companies ("Vision"), a provider of technical services and associated rental equipment to the energy sector. Vision established a new geographical base of operations for the Company in the North Dakota (Williston/Bakken) and Rocky Mountain regions. The total purchase price was $175.7, which included a deferred payment of $35.0, which was paid during the first quarter of fiscal year 2015 based on the achievement of 2014 financial results. In April 2014, the Company acquired the assets of the Marcellus Gasfield Services group of companies ("MGS") engaged in manufacturing and rental of equipment in the Marcellus/Utica Shales for approximately $44.0. During June 2014, the Company also acquired the assets of the Cornell Solutions group of companies ("Cornell"), which provides technical services and rental equipment to the energy sector in the Eagle Ford Shale and Permian Basin. The total purchase price was $128.2, which included a deferred payment of $56.0, which was paid during the first quarter of fiscal year 2015 based on the achievement of 2014 financial results. These acquisitions are referred to collectively as the "2014 Acquisitions." |
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For the 2014 Acquisitions, based on our preliminary purchase price allocation, the excess of the purchase price over the fair value of the identifiable assets acquired approximated $431.3, of which $152.9 was allocated to identified intangible assets, consisting of customer contracts and relationships and covenants not to compete, and $278.4 is included in goodwill. The useful life assigned to the customer contracts and relationships is between 11-20 years, and the covenants not to compete are being amortized over their contractual periods of five years. |
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The 2014 and 2013 Acquisitions were accounted for as purchases under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the 2014 and 2013 Acquisitions have been reflected in the accompanying consolidated balance sheets as of April 30, 2015, January 31, 2015 and December 31, 2014 and the results of operations for the 2014 and 2013 Acquisitions are included in the accompanying consolidated and combined statements of earnings from the respective dates of acquisition. |
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The Company completed its evaluation and allocation of the purchase price for the MGS and Vision acquisitions during the first quarter of fiscal 2015. The Company has not yet finalized its allocation of the purchase price for the Cornell acquisition as the valuation of certain assets, principally intangible assets, is not yet complete. |
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The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the 2014 and 2013 Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows: |
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| | Wildcat | | Vision | | Cornell | | Acquisitions | | 2014 | | 2013 | |
Accounts receivable-trade | | $ | 0.4 | | $ | 10.8 | | $ | 10.5 | | $ | 15.1 | | $ | 36.8 | | $ | 14.8 | |
Inventories | | | 1.3 | | | -- | | | -- | | | 0.4 | | | 1.7 | | | 3.9 | |
Other current and non-current assets | | | -- | | | 2.4 | | | -- | | | 0.1 | | | 2.5 | | | 0.2 | |
Property and equipment | | | 30.3 | | | 44.1 | | | 28.5 | | | 40.5 | | | 143.4 | | | 35.5 | |
Goodwill | | | 83.7 | | | 69.8 | | | 66.6 | | | 58.3 | | | 278.4 | | | 37.4 | |
Identified intangibles | | | 37.7 | | | 50.1 | | | 24.5 | | | 40.6 | | | 152.9 | | | 33.2 | |
Accounts payable | | | -- | | | -1.5 | | | -0.7 | | | -4.3 | | | -6.5 | | | -10 | |
Other current and non-current liabilities | | | -- | | | -35 | | | -57.2 | | | -4.2 | | | -96.4 | | | -1 | |
Total consideration paid | | $ | 153.4 | | $ | 140.7 | | $ | 72.2 | | $ | 146.5 | | $ | 512.8 | | $ | 114.0 | |
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The majority of the goodwill and other intangible assets related to the 2014 and 2013 Acquisitions is expected to be deductible for tax purposes. |
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Revenues and net earnings from the 2013 Acquisitions and 2014 Acquisitions, which are included in the Company’s results for the three months ended April 30, 2015 and March 31, 2014 and the one month ended January 31, 2015, were as follows: |
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| | THREE MONTHS ENDED | | MONTH ENDED | | | | | | | | | | |
| | APRIL 30, | | MARCH 31, | | JANUARY 31, | | | | | | | | | | |
| | 2015 | | 2014 | | 2015 | | | | | | | | | | |
Revenues | | $ | 83.5 | | $ | 44.5 | | $ | 39.9 | | | | | | | | | | |
Net earnings (loss) | | | -8.2 | | | 3.4 | | | 3.0 | | | | | | | | | | |
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On a pro forma basis to give effect to the 2013 and 2014 Acquisitions as if they occurred on January 1, 2013, revenues and net earnings for the three months ended March 31, 2014 were as follows: |
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| MARCH 31, | | | | | | | | | | | | | | | | | | |
| 2014 | | | | | | | | | | | | | | | | | | |
| Pro forma | | | | | | | | | | | | | | | | | | |
Revenues | 423.0 | | | | | | | | | | | | | | | | | | |
Net earnings | 53.1 | | | | | | | | | | | | | | | | | | |
Earnings per diluted share | 1.02 | | | | | | | | | | | | | | | | | | |
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