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BUSINESS COMBINATIONS (Tables)
6 Months Ended
Jun. 30, 2011
BUSINESS COMBINATIONS  
Summary of the preliminary purchase price for Peak at the acquisition date

 

Cash paid for Peak common shares

 

$

162,585

 

Fair value of previously owned common shares (1)

 

4,117

 

Peak net debt assumed (2)

 

38,431

 

Total estimated purchase price

 

$

205,133

 

 

 

(1)            The Company previously owned a 3.15% interest in Peak which was recorded in marketable securities. On June 10, 2011, the Company acquired the remaining outstanding shares of Peak and as a result, the Company remeasured the fair value of its previously held common shares and recognized the resulting gain of $1.9 million in other income. The unrealized gain on the Peak investment was previously recorded in accumulated other comprehensive income. For this purpose, the fair value of the Company’s previous investment in Peak was deemed to be $4.1 million, calculated based on the closing price of Peak’s shares on the Toronto Stock Exchange on the date before the acquisition was publicly announced.

 

(2)   The outstanding Peak debt, net of $15.7 million of cash assumed, which consisted of three term loan facilities, was paid off on June 10, 2011.

Summary of recognized amounts of identifiable assets acquired and liabilities assumed

 

 

 

Asset (Liability)

 

Current assets (i)

 

$

45,797

 

Property, plant and equipment

 

149,344

 

Identifiable intangible assets

 

14,107

 

Other assets

 

8,800

 

Current liabilities

 

(27,717

)

Other liabilities

 

(8,344

)

Total identifiable net assets

 

$

181,987

 

Goodwill (ii)

 

23,146

 

Total

 

$

205,133

 

 

(i)                                     The preliminary fair value of the financial assets acquired includes customer receivables with a preliminary fair value of $33.4 million. The gross amount due was $35.3 million.

 

(ii)                                  Goodwill, which is attributable to expected operating and cross-selling synergies, is not expected to be deductible for tax purposes. Goodwill of $9.3 million and $13.8 million has been recorded in the Oil and Gas Field Services and Industrial Services segments, respectively; however, the amount and the allocation are subject to change pending the finalization of the Company’s valuation.

Unaudited pro forma combined summary data as if Peak had been acquired at the beginning of the periods presented

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2010

 

2010

 

 

 

 

 

 

 

Pro forma combined revenues

 

$

494,359

 

$

881,916

 

Pro forma combined net income

 

$

56,488

 

$

69,148