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Business Combinations
3 Months Ended
Mar. 31, 2017
Business Combinations [Abstract]  
Business Combinations
Business Combinations
Hetsco, Inc. Acquisition
On January 13, 2017, the Company acquired 100% of the equity interests in Hetsco, Inc. from Global Power Equipment Group, Inc. for an estimated purchase price of $23,162, which was paid upon closing. The cash purchase price is subject to post-closing adjustments. The acquisition was accounted for in accordance with ASC Topic 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The estimated fair value of the net assets acquired and goodwill at the date of acquisition was $13,042 and $10,120 respectively. The net assets include an estimate of $8,400 in intangible assets, which consists of customer relationships, certifications and licenses, trade names, backlog, and a non-compete agreement. The purchase price allocation is preliminary and is based on provisional fair values and subject to revision as the Company finalizes third-party valuations and other analyses. Final determination of the fair values may result in further adjustments to the value of net assets acquired.
Hetsco, Inc. is headquartered in Franklin, Indiana and provides emergency, specialty welding and construction services to natural gas processing, petrochemical, and air gas separation industries. Hetsco’s results are included in the Company’s Energy & Chemicals (“E&C”) business segment from the date of acquisition.
Contingent Consideration
The estimated fair value of contingent consideration relating to the 2015 Distribution & Storage (“D&S”) Thermax acquisition was $1,800 at the date of acquisition and was valued according to a discounted cash flow approach, which includes assumptions regarding the probability of achieving certain earnings targets and a discount rate applied to the potential payments. Potential payments may be paid between July 1, 2017 and July 1, 2019 based on the attainment of certain earnings targets. The potential payments related to Thermax contingent consideration are between $0 and $11,288.
Valuations are performed using Level 3 inputs as defined in the Fair Value Measurements note and are evaluated on a quarterly basis based on forecasted sales and earnings targets. Contingent consideration liabilities are classified as other current liabilities and other long-term liabilities in the condensed consolidated balance sheets. Changes in fair value of contingent consideration, including accretion, are recorded as selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income.
The following table represents the changes in contingent consideration liabilities:
Balance at December 31, 2016
$
1,923

Increase in fair value of contingent consideration liabilities
1

Balance at March 31, 2017
$
1,924