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Acquisitions
12 Months Ended
Dec. 31, 2015
Acquisitions  
Acquisitions

Note 5 Acquisitions

 

2015 Acquisitions

 

On May 24, 2015, we paid $106.0 million in cash to acquire the remaining 49% equity interest in Nabors Arabia, our joint venture in Saudi Arabia, making it a wholly owned subsidiary. Previously, we held a 51% equity interest with a carrying value of $44.7 million and we had accounted for the joint venture as an equity method investment. The acquisition of the remaining interest allows us to strategically align our future growth in this market by providing additional flexibility to invest capital and pursue future investment opportunities. As a result, we consolidated the assets and liabilities of Nabors Arabia on May 24, 2015 based on their respective fair values. We have also consolidated the operating results of Nabors Arabia since the acquisition date and reported those results in our International drilling segment. 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 $2.3 million and was reflected in other expense (income), net in the consolidated statement of income (loss) for the year ended December 31, 2015.

 

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

 

(In thousands)

 

Value

 

Assets:

 

 

 

Cash

 

$

48,058 

 

Accounts receivable

 

153,819 

 

Other current assets

 

58,021 

 

Property, plant and equipment, net

 

89,643 

 

Intangible assets

 

28,784 

 

Goodwill

 

75,634 

 

Other long-term assets

 

7,709 

 

 

 

 

 

Total assets

 

461,668 

 

Liabilities:

 

 

 

Accounts payable

 

$

206,599 

 

Accrued liabilities

 

74,393 

 

Intangible liability

 

13,472 

 

Deferred tax liability

 

4,823 

 

Other long-term liabilities

 

9,400 

 

 

 

 

 

Total liabilities

 

308,687 

 

 

 

 

 

Net assets acquired

 

$

152,981 

 

 

 

 

 

 

 

The goodwill recognized as a result of the acquisition of $75.6 million is primarily attributable to the workforce of the acquired business, strategic market access, ability to provide other services and products, a strategic customer with a long history of business and the expected synergies from combining the operations. This goodwill is not expected to be deductible for tax purposes. The identifiable intangible asset of $28.8 million and liability of $13.5 million consist of the fair value of the acquired favorable and unfavorable contracts, respectively, with a weighted-average amortization period of 2 years.

 

We have included an additional $248.9 million in operating revenues and $6.0 million in earnings from the acquisition date through December 31, 2015 in our consolidated statements of income (loss) as a result of this acquisition.

 

The following unaudited supplemental pro forma results present consolidated information as if the acquisition had been completed as of January 1, 2014. The unaudited supplemental pro forma results should not be considered indicative of the results that would have occurred if the acquisition had been consummated as of January 1, 2014; nor are they indicative of future results.

 

 

 

Year Ended

 

 

 

December 31,

 

(In thousands, except per share amounts) 

 

2015

 

2014

 

 

 

 

 

 

 

Operating revenues

 

$

4,035,004

 

$

6,953,218

 

Income (loss) from continuing operations, net of tax

 

(316,633

)

(668,127

)

Income (loss) from continuing operations per share - basic

 

$

(1.09

)

$

(2.27

)

Income (loss) from continuing operations per share - diluted

 

$

(1.09

)

$

(2.27

)

 

2014 Acquisitions

 

In October 2014, we purchased the outstanding shares of 2TD, a drilling technology company based out of Norway. 2TD is in the process of developing a rotary steerable system for directional drilling which, once developed will be included in our Rig Services segment. Under the terms of the transaction, we paid an initial amount of $40.3 million for the purchase of the shares. We may also be required to make future payments of up to an additional $40.0 million, contingent on the achievement of various milestone objectives. As part of our purchase price allocation, we recorded intangible assets of $47.7 million (in process research and development), goodwill of $17.3 million and contingent consideration of $24.7 million. The proforma effect on revenue and net income have been determined to be immaterial to our financial statements.

 

2013 Acquisitions

 

In January 2013, we purchased the business of NES for a total cash price of approximately $37.5 million. NES operates primarily in Texas, Louisiana and North Dakota as a provider of drift-while-drilling and measure-while-drilling services and technology. Their business was focused on directional drilling by oil and gas exploration and development companies. This acquisition expands our technology and development capability for drilling and measurement tools and services, and is included in our Rig Services operating segment. The purchase price was allocated to the net tangible and intangible assets acquired based on their fair value. The excess of the purchase price over the fair values of the assets acquired was recorded as goodwill in the amount of $15.8 million.

 

In October 2013, we purchased KVS for total consideration of $149.0 million, $66.8 million of which is payable in three equal annual installments through 2016. KVS provides various logistics and support services operating in the oilfield and well-servicing industry. Services are provided by tractor trucks, bobtail trucks, winch trucks, other truck types, trailers, container bins, eyewash stations, various types of tanks, shop equipment and other related support equipment. This acquisition expands our truck fleet, vacuum truck services, and tank and related equipment services, and is included in our Production Services operating segment for the periods subsequent to the acquisition date until the date of the Merger.