XML 33 R28.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2012
Acquisitions [Abstract]  
Schedule of purchase price consideration and components of purchase price allocation
The following table represents the final purchase price consideration and purchase price allocation (in thousands of dollars):
 
Cash paid at closing, net
 $18,982 
Royalty consideration
  2,381 
      
Total consideration paid
 $21,363 
      
Purchase price
 $21,363 
      
The following table represents the final purchase price consideration and purchase price allocation (in thousands of dollars):
 
Cash paid at closing, net
 $311,003 
Cash paid as a working capital true-up
  250 
      
Total consideration paid
 $311,253 
      
Purchase price
 $311,253 
      
The Datac and Realflex acquisition was recorded using the acquisition method of accounting, and accordingly, the acquired operations have been included in the results of operations since the date of acquisition. The preliminary purchase price consideration consisted of the following (in thousands of dollars):
 
Cash paid at closing, net
 $18,586 
Common stock paid at closing
  8,414 
      
Total consideration paid
 $27,000 
 
Preliminary purchase price allocation to net assets acquired
Receivables
  27,680 
Inventories
  23,006 
Other current assets
  715 
Property, plant and equipment
  62,734 
Intangible assets
  57,400 
Accounts payable
  (24,924)
Other accrued liabilities
  (9,046)
Deferred tax liabilities
  (41)
Goodwill recorded
 $173,729 
The following table indicates (in thousands of dollars) the preliminary purchase price allocation to net assets acquired, which was based on estimated fair values as of the acquisition date. The excess of the purchase price over the net assets acquired, which totaled $20.7 million, was recorded as goodwill in the Company's consolidated balance sheet in the Oilfield segment. Based on the structure of the transaction, the majority of the goodwill related to the transaction is not expected to be deductible for tax purposes.
 
Purchase price
 $27,000 
      
Receivables
  323 
Inventories
  449 
Other current assets
  57 
Property, plant and equipment
  51 
Non-compete agreements and trademarks
  350 
Customer relationships and contracts
  5,983 
Indemnification asset
  5,500 
Accounts payable
  (178)
Other accrued liabiltiies
  (484)
Deferred tax liabilities
  (229)
Uncertain tax liability
  (5,500)
      
Goodwill recorded
 $20,678 
The following table indicates (in thousands of dollars) the preliminary purchase price allocation to net assets acquired, which was based on estimated fair values as of the acquisition date. The excess of the purchase price over the net assets acquired, which totaled $86.6 million, was recorded as goodwill in the Company's consolidated balance sheet in the Oilfield segment. Based on the structure of the transaction, the majority of the goodwill related to the transaction is not expected to be deductible for tax purposes.
 
Purchase price
 $133,972 
      
Receivables
  13,236 
Inventories
  4,226 
Other current assets
  7,711 
Property, plant and equipment
  518 
Non-compete agreements and trademarks
  3,614 
Customer relationships and contracts
  32,665 
Other long term assets
  355 
Accounts payable
  (3,698)
Other accrued liabilities
  (2,144)
Deferred tax liabilities
  (9,380)
      
Goodwill recorded
 $86,869 
Supplemental pro forma data
Revenues and earnings to date for the Pentagon, Datac, Realflex, and Zenith acquisitions are not material and pro forma information is not provided. Results of operations for all acquisitions have been included in the Company's financial statements for periods subsequent to the effective date of the acquisition. The following unaudited supplemental pro forma data ("pro forma data") presents consolidated information as if the Quinn's acquisition had been completed on January 1, 2010:

Years ended December 31, 2011 and 2010
      
(Thousands of dollars, except per share data)
      
        
   
2011
  
2010
 
        
Sales
 $1,070,623  $761,327 
          
Net earnings
 $75,601  $39,467 
          
Diluted earnings per share from continuing operations
 $2.45  $1.36