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Disposition of OCTG Business
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]  
Disposition of OCTG Business
2. Disposition of OCTG Business

On March 30, 2014 the Company completed the sale of substantially all of the assets and liabilities associated with its OCTG business, which was 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 $13.5 million ($12.1 million of which was recorded in the first quarter of 2014 and $1.4 million of which was recorded in the third quarter of 2014). The calculation of the loss on sale included a write down 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, $1.8 million was used to pay for transaction costs and $1.8 million was used to pay a net working capital adjustment made in September 2014, resulting in net proceeds of $29.8 million. In April 2015, the $4.3 million escrow was released to the Company.

The table below presents the operating results for the Company’s discontinued operations (in thousands). The operating results for the three months ended March 31, 2014 do not necessarily reflect what they would have been had the OCTG business not been classified as a discontinued operation.

 

     Three Months Ended March 31,  
     2015      2014  

Net sales

   $ —         $ 22,225   

Cost of sales

     —           24,392   
  

 

 

    

 

 

 

Gross loss

  —        (2,167

Selling, general and administrative expense

  —        396   
  

 

 

    

 

 

 

Operating loss

  —        (2,563

Interest expense

  —        (99

Loss on sale of business

  —        (12,083
  

 

 

    

 

 

 

Loss before income taxes

  —        (14,745

Income tax benefit

  —        (3,852
  

 

 

    

 

 

 

Loss on discontinued operations

$ —      $ (10,893