Note 3.

Acquisitions

On November 7, 2013, the Company executed an Asset Purchase Agreement (“APA”) to acquire substantially all of the assets and liabilities of Ball Winch, LLC (Ball Winch), a Texas based provider of custom coating services for steel pipe and fabricated steel products for the energy and utility industries, for cash consideration of $37,500. The purchases price was adjusted to $37,995 as a result of the post-closing working capital adjustment of $495, which was accrued within Accounts payable as of December 31, 2013. Included within the purchase price was $3,300 which will be held in escrow to satisfy any indemnity claims under the APA. The Company incurred $182 of acquisition-related costs which are included in the results of operations within selling and administrative costs for the quarter ended December 31, 2013.

The 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 represented the value paid for Ball Winch’s enhancement of the Company’s service offerings and capabilities as well as a premium payment related to the right to control the acquired assets of Ball Winch, LLC. The Company has concluded that intangible assets and goodwill values resulting from this transaction will be deductible for tax purposes.

The results of operations for Ball Winch are included in our Tubular segment for the period from November 7, 2013 through December 31, 2013. Ball Winch will enhance our pipe coating capabilities and expand our business into the field service coating markets.

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




Allocation of Purchase Price		Fair Value




Current assets	$	1,857
Other assets		64
Property, plant and equipment		5,555
Goodwill		16,544
Other intangibles		14,682
Current liabilities		(707)
Total	$	37,995

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



Intangible Asset		Fair Value	Weighted Average Amortizable Life (years)

Trade name	$	723	0.5
Technology		11,129	7.5
Non-competition agreements		2,830	1.0
Total identified intangible assets	$	14,682

The purchase price allocation is based on a preliminary valuation. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement recognized for assets or liabilities assumed, the Company will retrospectively adjust the amounts recognized as of the acquisition date.