Note 3.

Acquisitions

Portec Rail Products, Inc.

On December 15, 2010, the Company acquired Portec Rail Products, Inc. (Portec) and recorded its acquisition in accordance with ASC 805, "Business Combinations." Pursuant to the terms of the Agreement and Plan of Merger, the Company's subsidiary was merged with and into Portec, with Portec surviving as a wholly owned subsidiary of the Company. The merger was consummated pursuant to Section 31D-11-1105 of the West Virginia Business Corporation Act without a vote or meeting of Portec's stockholders. All outstanding shares of common stock of Portec not owned by the Company were canceled and converted into the right to receive consideration equal to $11.80 per share (the same price paid in the tender offer), net to the holder in cash, without interest thereon. The total consideration paid in cash by the Company for the shares acquired in the merger and tender offer was approximately $113,322,000, including a final payment of $8,952,000 made in January 2011.

The Company made adjustments to the preliminary purchase price allocation during the measurement period related to the identification of certain intangible assets, asset retirement obligations associated with leased facilities and deferred tax assets and liabilities. These adjustments did not significantly impact depreciation or amortization expense.

In accordance with ASC 805, the Company has reclassified its Consolidated Balance Sheet as of December 31, 2010 to reflect these adjustments.

The following table presents the final allocation of the aggregate purchase price based on estimated fair values and adjustments made during the measurement period:

	Preliminary						Final
	Allocation			Adjustments			Allocation
	In thousands
Cash and cash equivalents	$	16,455		$	0		$	16,455
Accounts receivable		19,857			0			19,857
Inventories		21,048			0			21,048
Assets held for sale – insulated joint business		10,179			0			10,179
Other current assets		3,009			0			3,009
Property, plant & equipment		10,998			(120	)		10,878
Identified intangible assets		43,670			350			44,020
Other assets		411			0			411
Total identifiable assets acquired		125,627			230			125,857
Debt obligations		(7,492	)		0			(7,492	)
Accounts payable – trade		(10,885	)		0			(10,885	)
Deferred revenue		(2,211	)		0			(2,211	)
Accrued payroll and employee benefits		(4,373	)		0			(4,373	)
Other accrued liabilities		(8,156	)		(160	)		(8,316	)
Other long-term liabilities		(7,066	)		0			(7,066	)
Deferred tax liabilities		(13,280	)		472			(12,808	)
Net identifiable assets acquired		72,164			542			72,706
Goodwill		41,158			(542	)		40,616
Net assets acquired	$	113,322		$	0		$	113,322

The Company finalized purchase accounting for the Portec acquisition in the fourth quarter of 2011.

The $44,020,000 of acquired identified intangible assets will be amortized over their respective, expected useful lives. Of the amount allocated to identifiable intangible assets, $6,280,000 was assigned to trademarks (8-20 year useful lives), $19,230,000 was assigned to acquired technology (8-25 year useful lives), $18,160,000 was assigned to customer relationships (25-year useful life), and $350,000 was assigned to supplier relationships (5-year useful life).

The Company repaid all of the outstanding debt of Portec in December 2010.

The acquisition of Portec will help the Company become a strategic provider of products and services below the wheel for the Class I, transit, shortline and regional railroads and contractors in North America, as well as to governmental agencies and rail contractors globally. It will broaden the Company's offerings by adding Portec's friction management and wayside detection products and services. This acquisition will also assist the Company's international expansion, as Portec currently has a strong presence in Canada and the United Kingdom, and has continued to improve its presence in Europe, Brazil, Southeast Asia, China and Australia.

The amount allocated to goodwill reflects the premium paid to acquire Portec. More information regarding goodwill can be found in Note 4, "Goodwill and Other Intangible Assets."

The results of the operations of Portec are included in the Company's Consolidated Statement of Operations as of December 15, 2010. Net revenues and net loss resulting from Portec that were included in the Company's operating results were $4,822,000 and $(213,000), respectively, for the year ended December 31, 2010.

The unaudited pro forma results for the periods presented below are prepared as if the transaction occurred as of January 1, 2009. Pro forma adjustments exclude operating results of the divested rail joint business, and include depreciation and amortization and other adjustments in connection with the acquisition.

	For the year Ended December 31,
	2010	2009
	In thousands, except per share data
Total net sales	$564,028	$478,280
Earnings before income taxes	$32,557	$27,132
Net income	$21,817	$17,778
Basic earnings per share	$2.13	$1.75
Dilutive earnings per share	$2.11	$1.73

Acquisition costs of approximately $2,413,000 for the period ended December 31, 2010 were classified as "Selling and Administrative Expenses."

Interlocking Deck Systems International, LLC

On March 23, 2010, the Company purchased, pursuant to an Asset Purchase Agreement (Purchase Agreement), certain assets of Interlocking Deck Systems International, LLC (IDSI) for $7,000,000. The purchase price was $5,050,000 in cash paid on the closing date and $1,000,000 paid on the first anniversary of the closing, as defined in the Purchase Agreement, and $950,000 payable on the second anniversary of the closing, with the deferred payment obligations being embodied in a promissory note. No liabilities were assumed in this acquisition. The pro forma results for this acquisition were not material to the Company's financial results.

The acquisition of IDSI will strengthen the Company's position as a leading supplier of steel bridge decking. The acquisition has been accounted for in accordance with ASC 805, "Business Combinations." The following table presents the allocation of the aggregate purchase price based on estimated fair values:

	In thousands
Equipment	$	1,241
Inventory		918
Proprietary software		90
Non-compete agreements and other intangible assets		1,830
Net identifiable assets acquired		4,079
Goodwill		2,861
Net assets acquired	$	6,940

The amount allocated to goodwill reflects the premium paid for the right to control the business acquired and synergies the Company expects to realize from expanding its steel bridge decking business and from eliminating redundant selling and administrative responsibilities and workforce efficiencies. The goodwill is deductible for tax purposes and has been allocated to the Construction Products Segment. More information regarding goodwill can be found in Note 4, "Goodwill and Other Intangible Assets."

Pursuant to the Purchase Agreement, other than the specifically identified assets included above, no other assets or liabilities of IDSI were included in the acquisition. Acquisition costs were approximately $27,000 for the period ended December 31, 2010 and were classified as "Selling and administrative expenses."