XML 105 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions
12 Months Ended
Dec. 31, 2012
Acquisitions  
Acquisitions

Note 5 Acquisitions

 

2011 Acquisitions

 

In July 2011, we paid $65 million in cash to acquire the remaining 50 percent equity interest of Peak, making it a wholly owned subsidiary on this date.  Peak operates in Alaska, providing construction and rig moving services in icy conditions as well as light and heavy-duty moving, hauling and maintenance services. Previously, we held a 50 percent equity interest with a carrying value of $38.1 million that we had accounted for as an equity method investment.  As a result of the acquisition, we consolidated the assets and liabilities of Peak during the third quarter of 2011 based on their respective fair values, in accordance with Topic 805 — Business Combinations.  The excess of the estimated fair value of the assets and liabilities over the net carrying value of our previously held equity interest resulted in a gain of $13.1 million and is reflected in losses (gains) on sales and disposals of long-lived assets and other expense (income) for 2011. The excess of the purchase price over the fair values was $8.0 million and was recorded as goodwill.

 

2010 Acquisitions

 

In September 2010, we acquired through a tender offer and merger all of the outstanding common stock of NCPS (formerly, Superior) at a price per share equal to $22.12, for a cash purchase price of approximately $681.3 million. The effects of this acquisition and the operating results are included in the accompanying consolidated financial statements for the period subsequent to the effective date of the acquisition.  Superior contributed revenues of $1.2 billion to our consolidated revenues for 2011.

 

As part of this acquisition, we recognized $7.0 million of acquisition-related transaction costs in losses (gains) on sales and disposals of long-lived assets and other expense (income) for the year ended December 31, 2010. The acquisition-related transaction costs consisted primarily of investment banking fees and legal and accounting costs. The acquisition enhanced our well-servicing and workover operations.

 

The following table provides the allocation of the purchase price as of the acquisition date. The purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on fair value.  The excess of the purchase price over such fair values was recorded as goodwill.

 

Estimated Fair Value

 

 

 

(In thousands)

 

 

 

 

 

 

 

Assets:

 

 

 

Cash and cash equivalents

 

$

1,045

 

Accounts receivable

 

143,842

 

Inventory

 

33,963

 

Other current assets

 

7,612

 

Property, plant and equipment

 

415,000

 

Intangible assets

 

131,811

 

Goodwill

 

334,992

 

Other long-term assets

 

14,726

 

Total assets

 

$

1,082,991

 

 

 

 

 

Liabilities:

 

 

 

Current liabilities

 

$

78,277

 

Deferred income taxes

 

119,201

 

Long-term debt

 

124,792

 

Other long-term liabilities

 

10,258

 

Total liabilities

 

332,528

 

 

 

 

 

 

 

 

 

Preferred stock

 

69,188

 

Net assets acquired

 

$

681,275

 

 

Intangible assets

 

We identified other intangible assets associated with fracturing and fluid logistics services, including trade name, technology, employment contracts and non-compete agreements and customer relationships.  The amortization of the intangible assets is calculated on a straight-line basis, which estimates the consumption of economic benefits.  The following table summarizes the intangible assets recognized at the acquisition date, the monthly amortization expense as well as their estimated useful lives:

 

 

 

Estimated
Fair Value

 

Monthly
Amortization

 

Estimated
Useful Life

 

 

 

(In thousands)

 

Superior trade name

 

$

88,767

 

$

740

 

10 years

 

Technology

 

5,294

 

88

 

5 years

 

Employment contracts and non-compete agreements

 

675

 

33

 

1-3 years

 

Customer relationships

 

37,075

 

308

 

10 years

 

Total identifable intangible assets

 

$

131,811

 

$

1,169

 

 

 

 

During 2012, we ceased using the Superior trade name and recorded an impairment of approximately $75.0 million to remove the remaining balance of the related intangible asset. See Note 3 — Impairment and Other Charges for additional information.

 

Goodwill

 

Goodwill of $335.0 million arising from the acquisition consisted largely of the expected synergies and economies of scale from combining the operations of Nabors and the former Superior.  We have allocated the goodwill to our Completion Services operating segment.  See Note 2 — Summary of Significant Account Policies for additional information.

 

Long-term debt

 

Long-term debt included a secured revolving credit facility and second lien notes at the acquisition date.  As of December 31, 2010, all amounts outstanding had been repaid.

 

Other acquisitions

 

In December 2010, we purchased the business of Energy Contractors for a total cash purchase price of $53.4 million.  The assets were comprised of vehicles and rig equipment and have been included in our U.S. Production Services operating segment. The purchase price was allocated to the net tangible and intangible assets acquired based on their fair value as of December 31, 2010.  The excess of the purchase price over the fair values of the assets acquired was recorded as goodwill in the amount of $4.2 million.