Business Combinations | 6 Months Ended |
Jun. 30, 2014 |
Business Combinations | ' |
Note 3. Business Combinations |
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Energy Services Acquisitions |
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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 and logistics services to the energy sector. Vision establishes a new geographical base of operations in the North Dakota (Williston/Bakken) and Rocky Mountain regions. The purchase price was $140.0 with the potential for an additional $35.0 in 2015 if Vision generates its planned 2014 EBITDA. The Company has performed an assessment of the progress to date and determined it is likely that Vision will achieve this amount, and accordingly has recorded the $35.0 as a liability as of June 30, 2014. During the second quarter, the Company also completed a bolt-on acquisition, which provides technical services, associated logistic services and rental equipment to the energy sector in the Eagle Ford and Permian basins. The purchase price was $70.7 with the potential for an additional $67.0 based on achieving 2014 planned EBITDA. The Company has performed an assessment of the results to date and determined it is likely that such amount will be realized and accordingly, has recorded the $67.0 as a liability as of June 30, 2014. The Company also completed one additional bolt-on acquisition engaged in manufacturing and rental of equipment in the Marcellus/Utica basin for approximately $45.0. In January 2014, the Company acquired the assets of the LT Energy Services group of companies (“LT”), an Eagle Ford basin 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 basin, and also in the Marcellus/Utica basin, for a net purchase price of approximately $153.4. |
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During the third and fourth quarters of 2013, the Company acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”) and Bulldog Frac Rentals, LLC (“Bulldog”), providers of technical services and associated rental equipment and logistics services to the energy sector, for a net purchase price of $114.0. |
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All of the aforementioned acquisitions are included in the consumables management segment and collectively referred to as the “Energy Services Acquisitions”. |
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Manufacturing Acquisitions |
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In June 2014, the Company acquired the outstanding shares of the EMTEQ, Inc. group of companies, a domestic provider of aircraft interior and exterior lighting systems, as well as aircraft cabin management and power systems for a purchase price of $256.3, net of cash acquired. The Company also acquired the outstanding shares of the F+E Fischer + Entwicklungen GmbH & Co. KG group of companies (“Fischer”) a leading Europe-based manufacturer of seating products for civilian helicopters for a purchase price of $212.3, net of cash acquired. During the second quarter, the Company also acquired one smaller business based in Europe for a purchase price of $63.0, net of cash acquired. These acquisitions are included in the business jet segment and collectively referred to as the “Manufacturing Acquisitions.” |
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The Energy Services Acquisitions and Manufacturing Acquisitions were accounted for as purchases under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the Energy Services Acquisitions and Manufacturing Acquisitions have been reflected in the accompanying consolidated balance sheet as of June 30, 2014, and the results of operations for the Energy Services Acquisitions and Manufacturing Acquisitions are included in the accompanying consolidated statements of earnings from their respective dates of acquisition. |
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The valuation of certain assets, principally intangible assets, is not yet complete, and as such, the Company has not yet finalized its allocation of the purchase prices for the Energy Services Acquisitions and Manufacturing Acquisitions. |
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The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the Energy Services Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows: |
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| | 2014 | | | 2013 | | | | | | | | | |
Accounts receivable-trade | | $ | 36.8 | | | $ | 10.9 | | | | | | | | | |
Inventories | | | 1.7 | | | | 3.9 | | | | | | | | | |
Other current and non-current assets | | | 2.5 | | | | 0.2 | | | | | | | | | |
Property and equipment | | | 141.5 | | | | 34.3 | | | | | | | | | |
Goodwill | | | 333.1 | | | | 54.7 | | | | | | | | | |
Identified intangibles | | | 109 | | | | 20.5 | | | | | | | | | |
Accounts payable | | | (6.8 | ) | | | (9.9 | ) | | | | | | | | |
Other current and non-current liabilities | | | (106.2 | ) | | | (0.6 | ) | | | | | | | | |
Total purchase price | | $ | 511.6 | | | $ | 114 | | | | | | | | | |
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All of the goodwill and other intangible assets related to the Energy Services Acquisitions are expected to be deductible for tax purposes. |
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The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the Manufacturing Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows: |
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| | Domestic | | | Foreign | | | | | | | | | |
Accounts receivable-trade | | $ | 12.5 | | | $ | 12.8 | | | | | | | | | |
Inventories | | | 17.3 | | | | 8 | | | | | | | | | |
Other current and non-current assets | | | 1.3 | | | | 0.5 | | | | | | | | | |
Property and equipment | | | 6.6 | | | | 5.6 | | | | | | | | | |
Goodwill | | | 185 | | | | 209.7 | | | | | | | | | |
Identified intangibles | | | 46.3 | | | | 54.1 | | | | | | | | | |
Accounts payable | | | (4.3 | ) | | | (3.7 | ) | | | | | | | | |
Other current and non-current liabilities | | | (8.4 | ) | | | (11.7 | ) | | | | | | | | |
Total purchase price | | $ | 256.3 | | | $ | 275.3 | | | | | | | | | |
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The majority of the goodwill and intangible assets related to the Manufacturing Acquisitions is not expected to be deductible for tax purposes. |
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The amount of Energy Services Acquisitions revenues included in the three and six month periods ended June 30, 2014 were $90.4 and $134.9, respectively. The amount of Manufacturing Acquisitions revenues included in the three month period ended June 30, 2014 was $10.7. |
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Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share for the three and six month periods ended June 30, 2014 and 2013, respectively, giving effect to all acquisitions as if they had occurred on January 1, 2013 were as follows: |
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| | THREE MONTHS ENDED | | | SIX MONTHS ENDED | |
| | June 30, | | | June 30, | | | June 30, | | | June 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | Pro forma | | | Pro forma | | | Pro forma | | | Pro forma | |
Revenues | | $ | 1,138.00 | | | $ | 974 | | | $ | 2,247.30 | | | $ | 1,932.30 | |
Net earnings | | | 122.4 | | | | 105.1 | | | | 252.4 | | | | 205.1 | |
Diluted net earnings per share | | | 1.17 | | | | 1.01 | | | | 2.42 | | | | 1.98 | |
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