BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

Acquisitions during the third quarter of 2011

During the quarter ended September 30, 2011, the Company acquired (i) certain assets of a Canadian public company which is engaged in the business of providing geospatial, line clearing and drilling services in Canada and the United States; (ii) all of the outstanding stock of a privately owned U.S. company which specializes in treating refinery waste streams primarily in the United States; and (iii) all of the outstanding stock of a privately owned Canadian company which manufactures modular buildings. The combined purchase price for the three acquisitions was approximately $142.1 million, including the assumption and payment of debt of $25.2 million, and post-closing adjustments of $4.5 million based upon the assumed target amounts of working capital.

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed (in thousands). The Company has finalized the acquisition accounting of the identified acquired assets and liabilities, except for the completion of the intangible assets, current liabilities and remedial liability valuations. The Company expects to finalize the valuations of these exceptions as soon as practicable but no later than one year after the acquisition date. Final determination of the fair value may result in further adjustments to the value of the intangible assets, current liabilities and remedial liabilities.

	At Acquisition Dates (As reported at March 31, 2012)			Measurement Period Adjustments			At Acquisition Dates (As Adjusted)
Current assets (i)	$	41,491		$	—		$	41,491
Property, plant and equipment	62,969			—			62,969
Customer relationships and other intangibles	23,371			—			23,371
Other assets	1,671			—			1,671
Current liabilities	(22,117		)	(1,286		)	(23,403		)
Asset retirement obligations and remedial liabilities	(200		)	—			(200		)
Other liabilities	(2,419		)	—			(2,419		)
Total identifiable net assets	104,766			(1,286		)	103,480
Goodwill (ii)	37,368			1,286			38,654
Total	$	142,134		$	—		$	142,134

(i) The preliminary fair value of the financial assets acquired includes customer receivables with a preliminary aggregate fair value of $21.4 million. Combined gross amounts due were $22.1 million.

(ii) Goodwill represents the excess of the fair value of the net assets acquired over the purchase price. Goodwill of $13.3 million, $11.4 million and $14.0 million has been assigned to the Oil and Gas Field Services segment, the Technical Services segment, and the Industrial Services segment, respectively, and will not be deductible for tax purposes.

Management has determined the preliminary purchase price allocations based on estimates of the fair values of all tangible and intangible assets acquired and liabilities assumed. Such amounts are subject to adjustment based on the additional information necessary to determine fair values.

The following unaudited pro forma combined summary data presents information as if the third quarter acquisitions had been acquired at the beginning of 2011 and assumes that there were no material, non-recurring pro forma adjustments directly attributable to the acquisitions. The pro forma information does not necessarily reflect the actual results that would have occurred had the Company and those three acquisitions been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands).

	For the Three Months Ended		For the Six Months Ended
	June 30, 2011		June 30, 2011
Pro forma combined revenues	$	483,164	$	965,633
Pro forma combined net income	$	30,093	$	57,063

Peak

On June 10, 2011, the Company acquired 100% of the outstanding common shares of Peak Energy Services Ltd. (“Peak”) (other than the 3.15% of Peak’s outstanding common shares which the Company already owned) in exchange for approximately CDN $158.7 million in cash (CDN $0.95 for each Peak share) and the assumption and payment of Peak net debt of approximately CDN $37.5 million. The total acquisition price, which includes the previous investment in Peak shares referred to above, was CDN $200.2 million, or U.S. $205.1 million based on an exchange rate of 0.976057 CDN $ to one U.S. $ on June 10, 2011.

During the three months ended June 30, 2012, the Company finalized the purchase accounting for the acquisition of Peak. The following table summarizes the amounts of identifiable assets acquired and liabilities assumed at June 10, 2011 (in thousands).

	At June 10, 2011 (As reported at March 31, 2012)			Measurement Period Adjustments			At June 10, 2011 (As adjusted)
Current assets (i)	$	45,222		$	—		$	45,222
Property, plant and equipment	151,574			—			151,574
Identifiable intangible assets	14,731			(2,394		)	12,337
Other assets	7,640			369			8,009
Current liabilities	(29,013		)	228			(28,785		)
Asset retirement obligations	(103		)	—			(103		)
Other liabilities	(10,077		)	(1,264		)	(11,341		)
Total identifiable net assets	179,974			(3,061		)	176,913
Goodwill (ii)	25,159			3,061			28,220
Total	$	205,133		$	—		$	205,133

_______________________

(i) The fair value of the financial assets acquired includes customer receivables with a fair value of $33.3 million. The gross amount due was $34.7 million.

(ii) Goodwill, which is attributable to expected operating and cross-selling synergies, will not be deductible for tax purposes. Goodwill of $12.9 million and $15.3 million has been recorded in the Oil and Gas Field Services and Industrial Services segments, respectively.

The following unaudited pro forma combined summary data presents information as if Peak had been acquired at the beginning of 2011 and assumes that there was no material, non-recurring pro forma adjustment directly attributable to the acquisition. The pro forma information does not necessarily reflect the actual results that would have occurred had the Company and Peak been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands).

	For the Three Months Ended		For the Six Months Ended
	June 30, 2011		June 30, 2011
Pro forma combined revenues	$	476,738	$	977,430
Pro forma combined net income	$	22,698	$	53,738