Note 3.

Acquisitions

Chemtec Energy Services, L.L.C.

On December 30, 2014, the Company acquired Chemtec Energy Services, L.L.C. (Chemtec) for $66,719, net of cash received, which is inclusive of an estimated $1,867 related to working capital adjustments. The cash payment included $5,000 which will be held in escrow to satisfy any indemnity claims under the purchase agreement. Chemtec is a manufacturer and turnkey provider of blending, injection, and metering equipment for the oil and gas industry. The acquired business is included within our Tubular Products segment from the acquisition date through December 31, 2014, and was not material to the periods presented.

FWO

On October 29, 2014, the Company acquired FWO, a business of Balfour Beatty Rail GmbH for $1,103, net of a $161 post-closing working capital receivable adjustment. FWO is engaged in the electronic track lubrication and maintenance business and has been included in our Rail Products segment for the period October 29 through December 31, 2014. FWO was not material to the periods presented.

Carr Concrete

On July 7, 2014, the Company acquired Carr Concrete Corporation (Carr) for $12,480, inclusive of a $189 post-closing purchase price adjustment. Carr is a provider of pre-stressed and precast concrete products located in Waverly, WV and the transaction was funded with cash on hand. Included within the purchase price is $1,000 which will be held in escrow to satisfy any indemnity claims under the purchase agreement. The results of Carr’s operations for the period July 7, 2014 through December 31, 2014 are included in our Construction Products segment and were not material to the periods presented.

Ball Winch

During 2013, the Company acquired Ball Winch, LLC (Ball Winch). Cash payments totaling $37,500 were made during 2013 and a post-closing working capital adjustment of $495 was paid in February 2014 resulting in a total purchase price of $37,995. Included within the purchase price was $3,300 which is held in escrow to satisfy any indemnity claims under the purchase agreement. The results of operations for Ball Winch are included in the Company’s Tubular Products segment.

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 represented the value paid for each acquisition’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. The Company has concluded that intangible assets and goodwill values resulting from these transactions will be deductible for tax purposes.

The Company incurred $2,240 and $182 of acquisition-related costs which are included in the results of operations within selling and administrative costs for the years ended December 31, 2014 and 2013.

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		December 30, 2014 - Chemtec		October 29, 2014 - FWO		July 7, 2014 - Carr		November 7, 2013 - Ball Winch




Current assets	$	15,528	$	131	$	3,180	$	1,857
Other assets		-		-		45		64
Property, plant, and equipment		4,705		-		7,648		5,555
Goodwill		22,302		971		1,936		16,544
Other intangibles		33,130		419		1,348		14,682
Current liabilities		(6,756)		(418)		(1,677)		(707)
Total	$	68,909	$	1,103	$	12,480	$	37,995

The following table summarizes the preliminary estimates of the fair values and amortizable lives of the identifiable intangible assets acquired in 2014:



Intangible Asset		December 30, 2014 - Chemtec		October 29, 2014 - FWO		July 7, 2014 - Carr		November 7, 2013 - Ball Winch

Trade name	$	3,149	$	-	$	613	$	723
Customer relationships		23,934		34		524		-
Technology		4,930		341		87		11,129
Non-competition agreements		1,117		44		124		2,830
Total identified intangible assets	$	33,130	$	419	$	1,348	$	14,682

The purchase price allocations for Chemtec, FWO, and Carr are based on preliminary valuations. 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. Intangible asset values for the 2013 acquisition of Ball Winch were finalized during 2014.