XML 30 R8.htm IDEA: XBRL DOCUMENT
v2.4.0.8

Acquisitions and Disposals | 6 Months Ended
--- | ---
Jun. 30, 2014
Business Combinations [Abstract] |
Acquisitions and Disposals |
2. | Acquisitions and Disposals
Disposal of OCTG Business On March 30, 2014 the Company completed the sale of substantially all of the assets and liabilities associated with the OCTG business conducted by the Company at its manufacturing facilities in Bossier City, Louisiana and Houston, Texas, excluding the real property located in Houston, Texas. These facilities were previously included within the Company’s Tubular Products Group. Total consideration of $42.7 million was paid by the buyer, resulting in a loss on sale of $12.1 million. The calculation of the loss on sale included a writedown of $4.4 million of goodwill. Of the proceeds received, $4.3 million was placed in escrow to secure the Company’s indemnification obligations under the purchase agreement, $5.0 million was used to repay capital leases related to and secured by certain assets at the Bossier City, Louisiana manufacturing facility, and $1.8 million was used to pay for transaction costs, resulting in net proceeds paid to the Company at closing of $31.6 million. A purchase price adjustment related to working capital is expected to occur by September 30, 2014. In connection with the sale, the Company and the purchaser entered into a six month lease of the real property located in Houston, Texas and the Company granted the purchaser an option to purchase the property under certain circumstances. The table below presents the components of the balance sheet accounts associated with the OCTG business as of December 31, 2013 (in thousands). All sold assets and liabilities were transferred to the buyer as of March 30, 2014.
|  | December 31, 2013 |
Assets: |  |  |  |
Trade and other receivables, net |  | $ | 11,673 |
Inventories |  |  | 44,668 |
Prepaid expenses and other |  |  | 206 |
Total current assets |  |  | 56,547 |
Property and equipment, net |  |  | 11,509 |
Total assets |  |  | 68,056 |
Liabilities: |  |  |  |
Current portion of capital lease obligations |  |  | 1,289 |
Accounts payable |  |  | 3,013 |
Accrued liabilities |  |  | 1,466 |
Deferred revenue |  |  | 4,505 |
Total current liabilities |  |  | 10,273 |
Capital lease obligations, less current portion |  |  | 4,075 |
Total liabilities |  | $ | 14,348 |
The table below presents the operating results for the Company’s discontinued operations (in thousands). These operating results for the three month and six month periods ended June 30, 2014 do not necessarily reflect what they would have been had the OCTG business not been classified as a discontinued operation.
|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2014 |  |  | 2013 |  |  | 2014 |  |  | 2013 |
Net sales |  | $ | — |  |  | $ | 28,796 |  |  | $ | 22,225 |  |  | $ | 62,058 |
Cost of sales |  |  | (15 | ) |  |  | 28,338 |  |  |  | 24,377 |  |  |  | 63,315 |
Gross Profit (loss) |  |  | 15 |  |  |  | 458 |  |  |  | (2,152 | ) |  |  | (1,257 | )
Selling, general and administrative expense |  |  | — |  |  |  | 347 |  |  |  | 396 |  |  |  | 701 |
Operating income (loss) |  |  | 15 |  |  |  | 111 |  |  |  | (2,548 | ) |  |  | (1,958 | )
Interest expense |  |  | — |  |  |  | (89 | ) |  |  | (99 | ) |  |  | (181 | )
Loss on sale of business |  |  | — |  |  |  | — |  |  |  | (12,083 | ) |  |  | — |
Income (loss) before income taxes |  |  | 15 |  |  |  | 22 |  |  |  | (14,730 | ) |  |  | (2,139 | )
Income tax expense (benefit) |  |  | 5 |  |  |  | 8 |  |  |  | (3,847 | ) |  |  | (683 | )
Income (loss) on discontinued operations |  | $ | 10 |  |  | $ | 14 |  |  | $ | (10,883 | ) |  | $ | (1,456 | )
Acquisition of Permalok Corporation On December 30, 2013 the Company acquired 100% of the outstanding shares of capital stock of Permalok Corporation (“Permalok”), a fabricator of steel piping utilizing the Permalok interlocking pipe joining system. Total consideration (net of cash received) of $15.7 million was paid to the owners of the business, resulting in the recording of $5.3 million of goodwill, none of which is expected to be deductible for tax purposes. Contingent consideration of $0.5 million and $3.0 million is recorded in accrued liabilities and other long-term liabilities as of June 30, 2014, respectively. Contingent consideration was initially recorded based on the estimated present value of the probability weighted revenue projections for the three fiscal years following the acquisition date. In the second quarter of 2014, an adjustment to contingent consideration was recorded based on revised estimates, which resulted in a $0.9 million reduction in Cost of sales during the three months ended June 30, 2014.

X
- Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration