Annual report pursuant to Section 13 and 15(d)

Acquisitions Acquisitions (Notes)

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Acquisitions Acquisitions (Notes)
 12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Acquisitions
Acquisition of ITS
On April 22, 2013 we acquired International Tubular Services Limited (ITS) and related assets (the ITS Acquisition) for an initial purchase price of $101 million paid at the closing of the ITS Acquisition. An additional $24 million was deposited into an escrow account, which was payable to the seller or to us in accordance with the ITS Acquisition agreement (the Acquisition Agreement). As of December 31, 2015, the escrow account was closed, with $20.7 million of the cash deposited in escrow released to the seller (or to third parties on behalf of the seller) and $3.3 million released to us ($2.75 million received in 2014 and $0.5 million received in 2015).
Acquisition of 2M-Tek
On April 17, 2015 we acquired 2M-Tek, a Louisiana-based manufacturer of equipment for tubular running and related well services (the 2M-Tek Acquisition) for an initial purchase price of $10.4 million paid at the closing of the acquisition, plus $8.0 million of contingent consideration payable to the seller upon the achievement of certain milestones over the 24-month period following the closing of the 2M-Tek Acquisition. The fair value of the consideration transferred was $17.2 million, which includes the $10.4 million paid at closing plus the estimated fair value of the contingent consideration of $6.8 million. We have recorded the fair value of the liability for contingent consideration in "accrued liabilities" on our consolidated balance sheet. During the fourth quarter of 2015 we paid $2.0 million of the contingent consideration upon the achievement of certain milestones.
We included the operations and related assets acquired and liabilities we assumed in our Rental Tools segment. This acquisition will complement our existing international tubular running services (TRS) business. The acquisition secures our access to a proprietary casing running tool while minimizing the total capital cost of TRS equipment going forward.
Allocation of Consideration Transferred to Net Assets Acquired
The purchase price has been allocated to the fair value of the assets acquired and liabilities assumed. The company used recognized valuation techniques to determine the fair value of the assets and liabilities. The assets acquired and liabilities assumed were recorded at fair value in accordance with U.S. GAAP. Acquisition date fair values represent either Level 2 fair value measurements (current assets and liabilities, property plant and equipment) or Level 3 fair value measurements (intangible assets).
Dollars in thousands
April 17, 2015
Current Assets:
 
Cash and Cash Equivalents
$
17

Accounts Receivable, net
1,112

Rig materials and supplies
883

Total current assets
2,012

Property, plant and equipment
477

Goodwill
6,708

Intangible assets
13,470

Total Assets
$
22,667

Current Liabilities:
 
Accounts payable and accrued liabilities
$
863

Total current liabilities
863

Deferred tax liability
4,601

Total Liabilities
5,464

Net Assets Acquired
17,203

Total consideration transferred
$
17,203

Pro forma results of operations have not been presented because the effect of the acquisition was not material to our results of operations. Acquisition-related costs for the year ended December 31, 2015 were approximately $0.4 million.