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Acquisitions | 12 Months Ended
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Dec. 31, 2015
Acquisitions [Abstract] |
Acquisitions | Note 3. Acquisitions TEW Plus, LTD On November 23, 2015, the Company acquired the 75% balance of the remaining shares of TEW Plus, LTD (“Tew Plus”) for $2,130, net of cash acquired. Headquartered in Nottingham, UK, Tew Plus provides telecommunications and security systems to the railway and commercial markets. Their offerings include full installation services including: design, project management, survey, and commissioning along with future maintenance. The results of Tew Plus’ operations are included within the Rail Products and Services segment from the date of acquisition. Inspection Oilfield Services On March 13, 2015, the Company acquired IOS Holdings, Inc. (“IOS”) for $167,404, net of cash acquired and a net working capital receivable adjustment of $2,363. The purchase agreement includes an earn-out provision for the seller to generate an additional $60,000 of proceeds upon achieving certain levels of EBITDA during the three year period beginning on January 1, 2015. The Company has not accrued an estimated earn-out obligation based upon a probability weighted valuation model of the projected EBITDA results, which indicates that the minimum target will not be achieved. Approximately $7,600 of the purchase price relates to amounts held in escrow to satisfy potential indemnity claims made under the purchase agreement. Headquartered in Houston, TX, IOS is a leading independent provider of tubular management services with operations in every significant oil and gas producing region in the continental United States. The acquisition is included within our Tubular and Energy Services segment from the date of acquisition. See Note 4 with respect to an impairment of the goodwill related to this acquisition. TEW Holdings, LTD On January 13, 2015, the Company acquired TEW Holdings, LTD (“Tew”) for $26,467, net of cash acquired, working capital, and net debt adjustments totaling $4,200. The purchase price includes approximately $600 which is held in escrow to satisfy potential indemnity claims made under the purchase agreement. Headquartered in Nottingham, UK, Tew provides application engineering solutions primarily to the rail market and other major industries. The results of Tew’s operations are included within the Rail Products and Services segment from the date of acquisition. Chemtec Energy Services, L.L.C. On December 30, 2014, the Company acquired Chemtec Energy Services, L.L.C. (“Chemtec”) for $66,719, net of cash received, which is inclusive of $1,867 related to working capital adjustments. The cash payment included $5,000 which is held in escrow to satisfy potential indemnity claims made under the purchase agreement. Headquartered in Willis, TX, Chemtec is a domestic manufacturer and turnkey provider of blending, injection, and metering equipment for the oil and gas industry. The acquired business is included within our Tubular and Energy Services segment. See Note 4 with respect to an impairment of the goodwill related to this acquisition. FWO On October 29, 2014, the Company acquired FWO, a business of Balfour Beatty Rail GmbH for $1,103, inclusive of a $161 post-closing working capital receivable adjustment. Headquartered in Germany, FWO is engaged in the electronic track lubrication and maintenance business and has been included in our Rail Products and Services segment. Carr Concrete On July 7, 2014, the Company acquired Carr Concrete Corporation (“Carr”) for $12,480, inclusive of a $189 post-closing purchase price adjustment. Carr is a provider of pre-stressed and precast specialty concrete products located in Waverly, WV. Included within the purchase price is $1,000 which is held in escrow to satisfy potential indemnity claims made under the purchase agreement. The results of Carr’s operations are included in our Construction Products segment. Acquisition Summary Each transaction was accounted for under the acquisition method of accounting under U.S. generally accepted accounting principles which requires an acquiring entity to recognize, with limited exceptions, all of the assets acquired and liabilities assumed in a transaction at fair value as of the acquisition date. Goodwill primarily represents the value paid for each acquisition’s enhancement to the Company’s product and service offerings and capabilities, as well as a premium payment related to the ability to control the acquired assets. The Company has concluded that intangible assets and goodwill values resulting from the Chemtec, FWO, and Carr transactions will be deductible for tax purposes. The Company incurred $760 and $2,240 of acquisition-related costs which are included in the results of operations within selling and administrative costs for the years ended December 31, 2015 and 2014. The following unaudited pro forma consolidated income statement presents the Company’s results as if the acquisitions of IOS, Tew, and Chemtec had occurred on January 1, 2014. The 2015 pro forma results include the impact of the current year impairment of goodwill as further described in Note 4.
|  | Twelve months ended
|  | December, 31
|  | 2015 |  | 2014
Net sales | $ | 640,596 | $ | 806,384
Gross profit |  | 138,123 |  | 183,163
Net (loss) income |  | (44,399) |  | 41,745
Diluted (loss) earnings per share |  |  |  |
As Reported | $ | (4.33) | $ | 2.48
Pro forma | $ | (4.32) | $ | 4.04
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition:
Allocation of Purchase Price |  | November 23, 2015 - Tew Plus |  | March 13, 2015 - IOS |  | January 13, 2015 - Tew |  | December 30, 2014 - Chemtec |  | October 29, 2014 - FWO |  | July 7, 2014 - Carr
Current assets | $ | 4,420 | $ | 19,877 | $ | 12,125 | $ | 15,528 | $ | 131 | $ | 3,180
Other assets |  | - |  | 708 |  | - |  | - |  | - |  | 45
Property, plant, and equipment |  | 47 |  | 51,453 |  | 2,398 |  | 4,705 |  | - |  | 7,648
Goodwill |  | 822 |  | 69,908 | * | 8,772 |  | 22,302 | * | 971 |  | 1,936
Other intangibles |  | 1,074 |  | 50,354 |  | 14,048 |  | 33,130 |  | 419 |  | 1,348
Liabilities assumed |  | (3,597) |  | (23,596) |  | (6,465) |  | (6,756) |  | (418) |  | (1,677)
Total | $ | 2,766 | $ | 168,704 | $ | 30,878 | $ | 68,909 | $ | 1,103 | $ | 12,480
* | - See Note 4 with respect to an impairment of the goodwill related to this acquisition.
The following table summarizes the estimates of the fair values and amortizable lives of the identifiable intangible assets acquired:
Intangible Asset |  | November 23, 2015 - Tew Plus |  | March 13, 2015 - IOS |  | January 13, 2015 - Tew |  | December 30, 2014 - Chemtec |  | October 29, 2014 - FWO |  | July 7, 2014 - Carr
Trade name | $ | - | $ | 2,641 | $ | 870 | $ | 3,149 | $ | - | $ | 613
Customer relationships |  | 817 |  | 41,171 |  | 10,035 |  | 23,934 |  | 34 |  | 524
Technology |  | 203 |  | 4,364 |  | 2,480 |  | 4,930 |  | 341 |  | 87
Non-competition agreements |  | 54 |  | 2,178 |  | 663 |  | 1,117 |  | 44 |  | 124
Total identified intangible assets | $ | 1,074 | $ | 50,354 | $ | 14,048 | $ | 33,130 | $ | 419 | $ | 1,348
The purchase price allocation for Tew Plus is based on a preliminary valuation. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement recognized for assets or liabilities assumed, the Company will recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.

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