Acquisitions

TEW Plus, Ltd

On November 23, 2015, the Company acquired the 75% balance of the remaining shares of TEW Plus, Ltd (“Tew Plus”) for $2,130, net of cash acquired. Headquartered in Nottingham, UK, Tew Plus provides telecommunications and security systems to the railway and commercial markets. Their offerings include full installation services including: design, project management, survey, and commissioning along with future maintenance. The results of Tew Plus’ operations are included within the Rail Products and Services segment from the date of acquisition.

Inspection Oilfield Services

On March 13, 2015, the Company acquired IOS Holdings, Inc. (“IOS” or ”Test and Inspection Services”) for $167,404, net of cash acquired and a net working capital receivable adjustment of $2,363. The purchase agreement included an earn-out provision for the seller to generate an additional $60,000 of proceeds upon achieving certain levels of EBITDA during the three-year period that ended on December 31, 2017. The Company did not accrue an estimated earn-out obligation based upon a probability weighted valuation model of the projected EBITDA results, which indicated that the minimum target would not be achieved. Approximately $7,600 of the purchase price related to amounts held in escrow to satisfy potential indemnity claims made under the purchase agreement. Headquartered in Houston, TX, IOS is a leading independent provider of tubular management services with operations in every significant oil and gas producing region in the continental United States. The acquisition is included within our Tubular and Energy Services segment from the date of acquisition. See Note 4 Goodwill and Other Intangible Assets, with respect to an impairment of the goodwill related to this acquisition.

TEW Holdings, Ltd

On January 13, 2015, the Company acquired TEW Holdings, Ltd (“Tew”) for $26,467, net of cash acquired, working capital, and net debt adjustments totaling $4,200. The purchase price included approximately $600 which was held in escrow to satisfy potential indemnity claims made under the purchase agreement. Headquartered in Nottingham, UK, Tew provides application engineering solutions primarily to the rail market and other major industries. The results of Tew’s operations are included within the Rail Products and Services segment from the date of acquisition.

Acquisition Summary

Each transaction was accounted for under the acquisition method of accounting under U.S. generally accepted accounting principles, which requires an acquiring entity to recognize, with limited exceptions, all of the assets acquired and liabilities assumed in a transaction at fair value as of the acquisition date. Goodwill primarily represents the value paid for each acquisition’s enhancement to the Company’s product and service offerings and capabilities, as well as a premium payment related to the ability to control the acquired assets.

No acquisition-related costs were incurred during the years ended December 31, 2017 and 2016. The Company incurred $760 of acquisition-related costs that are included in the results of operations within selling and administrative costs for the year ended December 31, 2015.

The following unaudited pro forma consolidated income statement presents the Company’s results as if the acquisitions of IOS and Tew had occurred on January 1, 2015. The 2015 pro forma results include the impact of the current year impairment of goodwill as further described in Note 4:



	Twelve months ended December 31,
	2015
Net sales	$	640,596
Gross profit	138,123
Net loss	(44,399		)
Diluted loss per share
As Reported	$	(4.33	)
Pro forma	$	(4.32	)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the dates of the acquisition:



Allocation of Purchase Price	November 23, 2015 - Tew Plus			March 13, 2015 - IOS				January 13, 2015 - Tew
Current assets	$	4,420		$	19,877			$	12,125
Other assets	—			708				—
Property, plant, and equipment	47			51,453			*	2,398
Goodwill	822			69,908			*	8,772
Other intangibles	1,074			50,354			*	14,048
Liabilities assumed	(3,597		)	(23,596		)		(6,465		)
Total	$	2,766		$	168,704			$	30,878



*	See Note 4 Goodwill and Other Intangible Assets, and Note 7 Property, Plant, and Equipment, with respect to an impairment of property, plant, and equipment, intangible assets, and goodwill related to this acquisition.

The following table summarizes the estimates of the fair values and amortizable lives of the identifiable intangible assets acquired:



Intangible Asset	November 23, 2015 - Tew Plus		March 13, 2015 - IOS			January 13, 2015 - Tew
Trade name	$	—	$	2,641		$	870
Customer relationships	817		41,171			10,035
Technology	203		4,364			2,480
Non-competition agreements	54		2,178			663
Total identified intangible assets	$	1,074	$	50,354	**	$	14,048



**	See Note 4 Goodwill and Other Intangible Assets, with respect to an impairment of intangible assets related to this acquisition.