Note 4.

Goodwill and Other Intangible Assets

The following table represents the goodwill balance by reportable segment:



		Rail Products and Services		Construction Products		Tubular and Energy Services		Total

Balance at December 31, 2014:	$	38,956	$	5,147	$	38,846	$	82,949
Acquisitions		9,594		-		69,908		79,502
Foreign currency translation impact		(362)		-		-		(362)
Impairment charges		-		-		(80,337)		(80,337)
		48,188		5,147		108,754		162,089
Accumulated impairment losses		-		-		(80,337)		(80,337)
Balance at December 31, 2015:		48,188		5,147		28,417		81,752
Foreign currency translation impact		(1,524)		-		-		(1,524)
Disposition		(154)		-		-		(154)
Impairment charges		(32,725)		-		(28,417)		(61,142)
		46,510		5,147		108,754		160,411
Accumulated impairment losses		(32,725)		-		(108,754)		(141,479)
Balance at December 31, 2016:	$	13,785	$	5,147	$	-	$	18,932

The Company performs goodwill impairment tests annually during the fourth quarter, and also performs interim goodwill impairment tests if it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. Qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount.

During the current year, various reporting units underperformed against their projections and revised their forecasts downward. The revised forecasts, which were primarily attributable to weakness in the rail and energy markets, indicated longer recovery horizons than we previously projected. In connection with the revisions to the longer term projections and a substantial decline in market capitalization, the Company concluded that these qualitative factors indicated that there was a more likely than not risk that the carrying value of goodwill exceeded its fair value.

As a result of the Company’s qualitative review, with the assistance of an independent valuation firm, the Company performed a quantitative interim test for impairment of goodwill as of June 1, 2016. The valuation included the use of both the income and market approaches. Greater weighting was applied to the income approach since the Company believes it is the most reliable indication of value as it captures forecasted revenues and earnings for the reporting units in the projection period that the market approach may not directly incorporate. In addition, a lack of comparable market transactions in recent months has limited the availability of information necessary for the market approach.

The results of the test indicated that the Rail Technologies (within the Rail Products and Services segment), Chemtec (or “precision measurement systems”), and protective coatings (Chemtec and protective coatings are within the Tubular and Energy Services segment) reporting units’ respective fair values were less than their carrying value. All other reporting units that maintain goodwill substantially exceeded their carrying value and were not at risk of impairment. As a result of the continued weakness in the commodity cycles impacting the energy and rail markets, the near term projections of the Rail Technologies, Chemtec and protective coatings reporting units have deteriorated and the expected future growth of these reporting units was determined to be insufficient to support the carrying values.

The Company determined the implied fair values of the Rail Technologies, Chemtec, and protective coatings reporting units by using level 3 unobservable inputs, which incorporated assumptions that we believe would be a reasonable market participant’s view in a hypothetical purchase, to develop the discounted cash flows of the respective reporting units. Significant level 3 inputs included estimates of future revenue growth, gross margin and earnings before interest, taxes, depreciation and amortization (“EBITDA”). The resulting fair values of each reporting unit were allocated to the assets and liabilities of the respective reporting unit as if each reporting unit had been acquired in business combinations as of the test date and the fair value was the purchase price paid to acquire each reporting unit. The results of the step 2 analysis indicated that the carrying amounts of the goodwill of Rail Technologies, Chemtec, and protective coatings exceeded the implied fair values of that goodwill. Accordingly, the Company recognized a non-cash goodwill impairment of $61,142, which represented the full impairment of goodwill within the Chemtec and protective coatings reporting units and approximately 68% of Rail Technologies goodwill. No additional impairments were triggered as a result of the Company’s 2016 annual impairment test.

At December 31, 2016, approximately $13,785 of the Company’s goodwill balance is allocated to the Rail Technologies reporting unit within the Rail Products and Services reportable segment.

In 2015, the Company compared the implied fair values of the IOS and Chemtec goodwill amounts to the carrying amounts of that goodwill. The fair values of the IOS and Chemtec reporting units were allocated to all of the assets and liabilities of the respective reporting unit as if IOS and Chemtec had been acquired in business combinations as of the test date and the fair value was the purchase price paid to acquire each reporting unit. As a result of this valuation, it was determined that the carrying amounts of IOS’s and Chemtec’s goodwill exceeded the implied fair values of that goodwill. The Company recognized a non-cash goodwill impairment charge of $80,337 to write down the carrying values to the implied fair values, of which $69,908 represented the full carrying value of goodwill related to the IOS acquisition and the remaining $10,429 related to the Chemtec reporting unit. No additional impairments were triggered as a result of the Company’s 2015 annual impairment test.

The following table represents the gross definite-lived intangible assets balance by reportable segment at December 31:



		2016		2015
Rail Products and Services	$	56,476	$	59,226
Construction Products		1,348		1,348
Tubular and Energy Services		29,179		98,166
	$	87,003	$	158,740

During the year ended December 31, 2016, the Company performed recoverability tests on reporting units when it was more likely than not that the carrying value of the long-lived asset group would not be recoverable. The results of our testing indicated that the long-lived assets related to the IOS and Chemtec divisions, within the Tubular and Energy Services segment, had carrying values in excess of the asset groups’ fair value. Based upon level 3 unobservable inputs, the Company incorporated assumptions that it believes would be a reasonable market participant’s view in a hypothetical purchase, to develop the discounted cash flows. Significant level 3 inputs included estimates of future revenue growth, gross margin and EBITDA. As a result of the analysis, the Company recorded a $42,982 non-cash impairment of definite-lived intangible assets related to the IOS division and a $16,804 non-cash impairment of definite-lived intangible assets related to the Chemtec division. There were no definite-lived intangible asset impairments recorded during the years ended December 31, 2015 or 2014.

The components of the Company’s intangible assets are as follows at:



	December 31, 2016
	Weighted Average		Gross				Net
	Amortization Period		Carrying		Accumulated		Carrying
	In Years		Value		Amortization		Amount

Non-compete agreements	5	$	4,219	$	(2,217)	$	2,002
Patents	10		373		(143)		230
Customer relationships	18		36,843		(6,582)		30,261
Trademarks and trade names	14		10,018		(3,238)		6,780
Technology	14		35,550		(11,304)		24,246
		$	87,003	$	(23,484)	$	63,519



	December 31, 2015
	Weighted Average		Gross				Net
	Amortization Period		Carrying		Accumulated		Carrying
	In Years		Value		Amortization		Amount

Non-compete agreements	4	$	6,984	$	(2,495)	$	4,489
Patents	10		378		(124)		254
Customer relationships	16		94,338		(8,441)		85,897
Supplier relationships	5		350		(335)		15
Trademarks and trade names	13		14,252		(3,025)		11,227
Technology	13		42,438		(9,393)		33,045
		$	158,740	$	(23,813)	$	134,927

Intangible assets are amortized over their useful lives ranging from 5 to 25 years, with a total weighted average amortization period of approximately 15 years. Amortization expense for the years ended December 31, 2016, 2015, and 2014 was $9,575, $12,245, and $4,695, respectively.

Estimated amortization expense for the years 2017 and thereafter is as follows:



		Amortization Expense
2017	$	7,042
2018		6,937
2019		6,203
2020		5,845
2021		5,771
2022 and thereafter		31,721
	$	63,519