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Note 2 - Disposition of OCTG Business

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

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.

6

The table below presents the operating results for the Company’s discontinued operations (in thousands). The operating results for the three and six months 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				Six Months Ended
		June 30, 2014				June 30, 2014
Net sales		$	-			$	22,225
Cost of sales			(15	)			24,377
Gross profit (loss)			15				(2,152	)
Selling, general and administrative expense			-				396
Operating income (loss)			15				(2,548	)
Interest expense			-				(99	)
Loss on sale of business			-				(12,083	)
Income (loss) before income taxes			15				(14,730	)
Income tax expense (benefit)			5				(3,847	)
Income (loss) on discontinued operations		$	10			$	(10,883	)

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- 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.

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