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Acquisitions
6 Months Ended
Jun. 30, 2015
Business Combinations [Abstract]  
Acquisitions

13. Acquisitions

For the six months ended June 30, 2015, the Company completed four acquisitions for an aggregate purchase price consideration of approximately $257 million. These acquisitions primarily expand NOW’s market in the United States, the United Kingdom and Norway. The Company has included the financial results of the acquisitions in its consolidated financial statements. In connection with one of the acquisitions, the Company agreed to make contingent consideration payments of up to $6 million upon the attainment of certain profitability milestones. At the acquisition date, the Company estimated the fair value for contingent consideration to be approximately $4 million by using a Monte Carlo simulation. Changes in fair value of the contingent consideration liability subsequent to the acquisition date, such as changes in the probability assessment, will be recognized in the period when the change in estimated fair value occurs.

The Company completed its preliminary valuations as of the acquisition date of the acquired net assets and recognized goodwill of $116 million and intangible assets of $64 million and is subject to change. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired businesses, the Company will refine its estimates of fair value to allocate the purchase price more accurately; any such revisions are not expected to be significant.

The Company has not presented supplemental pro forma information because the acquired operations would not have materially impacted the Company’s consolidated operating results.

Following is the purchase price allocation detail (in millions):

 

 

 

As of June 30, 2015

 

Purchase price including contingent consideration

 

 

 

 

 

$

257

 

Less: cash acquired

 

 

 

 

 

 

(29

)

Net purchase price

 

 

 

 

 

 

228

 

Fair value of net assets acquired:

 

 

 

 

 

 

 

 

Current assets other than cash

 

 

90

 

 

 

 

 

Property, Plant and Equipment

 

 

24

 

 

 

 

 

Trade names (weighted average useful lives of 9 years)

 

 

10

 

 

 

 

 

Customer relationships (weighted average useful lives of 8 years)

 

 

54

 

 

 

 

 

Other non-current assets

 

 

-

 

 

 

 

 

Current liabilities

 

 

(51

)

 

 

 

 

Deferred tax liabilities, net

 

 

(14

)

 

 

 

 

Other non-current liability

 

 

(1

)

 

 

 

 

Total fair value of net assets acquired

 

 

 

 

 

 

112

 

Goodwill (1)

 

 

 

 

 

$

116

 

(1)

The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired.