Business Combinations | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations | Note 3. Business Combinations |
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During the third quarter of 2013 the Company acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”), a provider of parts distribution, rental equipment, and on-site services to the oil and gas industry for a net purchase price of $72.5. The acquisition expands the Consumables Management Segment (“CMS”) distribution and logistics business into the oil and gas services industry. The transaction was accounted for as a purchase under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for this acquisition have been reflected in the accompanying condensed consolidated balance sheet as of September 30, 2013 and the results of operations for this acquisition are included in the accompanying condensed consolidated statement of earnings and comprehensive income from the date of acquisition. |
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During 2012, the Company completed two acquisitions for a net aggregate purchase price of approximately $649.7 in cash (“2012 Acquisitions”). The 2012 Acquisitions were accounted for as purchases under ASC 805. The assets purchased and liabilities assumed for the 2012 Acquisitions have been reflected in the accompanying condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012, and the results of operations for the 2012 Acquisitions are included in the accompanying condensed consolidated statements of earnings and comprehensive income from the respective dates of acquisition. |
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On January 30, 2012, the Company acquired 100% of the outstanding stock of UFC Aerospace Corp. (“UFC”), a provider of complex supply chain management and inventory logistics solutions, for a net purchase price of $404.7. |
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On July 26, 2012, the Company acquired 100% of Interturbine Aviation Logistics GmbH, Interturbine Logistics Solutions GmbH and Interturbine Technologies GmbH (collectively “Interturbine”), a provider of material management logistical services to global airlines and maintenance, repair and overhaul (“MRO”) providers, for a net purchase price of $245.0. Interturbine’s product range includes chemicals, lubricants, hydraulic fluids, adhesives, coatings and composites. Interturbine also supplies fasteners, cables and wires, electronic components, electrical and electromechanical materials, tools, hot bonding equipment and ground equipment to its primary customer base of airlines and MRO providers globally. |
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The Company completed its evaluation and allocation of the purchase price for the UFC acquisition during the period ended December 31, 2012. The Company completed its evaluation and allocation of the purchase price for the Interturbine acquisition during the three months ended March 31, 2013 which resulted in a $4.6 increase in goodwill. The Company has not yet completed its allocation of the purchase price for the Blue Dot acquisition as the valuation of certain assets and liabilities is not yet complete. The preliminary fair value of tangible assets, intangible assets, and assumed liabilities were $40.5, $40.9, and $8.9, respectively, comprising the net purchase price of $72.5. |
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The following table summarizes the fair values of assets acquired and liabilities assumed in the UFC and Interturbine acquisitions in accordance with ASC 805, which are recorded based on management’s estimates as follows: |
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Accounts receivable-trade | | $ | 44.1 | |
Inventories | | | 95.6 | |
Other current and non-current assets | | | 16.7 | |
Property and equipment | | | 4.4 | |
Goodwill | | | 462.9 | |
Identified intangibles | | | 114.3 | |
Accounts payable | | | (20.4 | ) |
Other current and non-current liabilities | | | (67.9 | ) |
Total purchase price | | $ | 649.7 | |
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The majority of the goodwill and other intangible assets related to the UFC and Blue Dot acquisitions is expected to be deductible for tax purposes. None of the goodwill and other intangible assets related to the Interturbine acquisition is expected to be deductible for tax purposes. |
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Consolidated unaudited pro forma revenues, net earnings and net earnings per diluted share, giving effect to the UFC and Interturbine acquisitions for the three and nine month periods ended September 30, 2012, as if they had occurred on January 1, 2011, were $776.5, $20.7, and $0.20, and $2,369.2, $165.8 and $1.61, respectively. The Company has begun transferring legacy UFC and Interturbine customers into its consumables management segment systems. As a result, it is not practicable to report stand-alone revenues and operating earnings of the acquired businesses since the respective acquisition dates. Blue Dot pro forma revenues, net earnings, and net earnings per diluted share as well as post acquisition stand-alone revenues and operating earnings are not material to the Company’s financial statements. |