On April 6, 2016, the Company entered into a definitive merger agreement with SL Industries, Inc. ("SLI"), pursuant to which it commenced a cash tender offer to purchase all of the outstanding shares of SLI's common stock, at a purchase price of $40.00 per share in cash ("SLI Offer"). SLI designs, manufactures and markets power electronics, motion control, power protection, power quality electromagnetic equipment, and custom gears and gearboxes that are used in a variety of medical, commercial and military aerospace, computer, datacom, industrial, architectural and entertainment lighting, and telecom applications. Consummation of the SLI Offer was subject to certain conditions, including the tender of a number of shares that constituted at least (1) a majority of SLI's outstanding shares and (2) 60% of SLI's outstanding shares not owned by HNH or any of its affiliates, as well as other customary conditions. SPLP beneficially owned approximately 25.1% of SLI's outstanding shares.shares at the time of the SLI Offer.

The following table summarizes the amounts of the assets acquired and liabilities assumed at the acquisition date on a preliminary basis (in thousands):

The preliminary purchase price allocation is subject to finalization of valuations of certain acquired assets and liabilities. The goodwill of $56.9$54.2 million arising from the acquisition consists largely of the synergies expected from combining the operations of HNH and SLI. All of theThe goodwill is assigned to the Company's Electrical Products segment and is not expected to be deductible for income tax purposes. Other intangibles consist primarily of acquired trade names of $13.3$14.7 million, customer relationships of $58.7$59.9 million, developed technology and patents of $10.7 million, and patented and unpatented technologycustomer order backlog of $9.2$6.9 million. TheseThe customer order backlog was amortized based on the expected period over which the orders were fulfilled, ranging from two to eight months. The remaining intangible assets have been assigned useful lives ranging from 10 to 15 years based on the long operating history, broad market recognition and continued demand for the associated brands, and the limited turnover and long-standing relationships SLI has with its existing customer base. The valuations of acquired trade names, developed technology and patented and unpatented technologypatents were performed utilizing a relief from royalty method, and significant assumptions used in the valuation included the royalty rate assumed and the expected level of future sales, as well as the rate of technical obsolescence for the patenteddeveloped technology and unpatented technology.patents. The acquired customer relationships were valued using an excess earnings approach, and significant assumptions used in the valuation included the customer attrition rate assumed and the expected level of future sales. Included in accrued liabilities and other non-current liabilities above was a total of $10.9 million for existing and contingent liabilities relating to SLI's environmental matters, which are further discussed in Note 17 - "Commitments and Contingencies."

The amount of net sales and operating income of the acquired business included in the consolidated statement of operations for the three months ended June 30, 2017 were approximately $50.5 million and $5.4 million, respectively. The amount of net sales and operating income of the acquired business included in the consolidated statement of operations for the six months ended June 30, 2017 were approximately $95.4 million and $7.8 million, respectively. The amount of net sales and operating loss of the acquired business included in the consolidated statements of operations for both the three and six months ended June 30, 2016 were approximately $11.8 million and $3.3$(3.3) million. The operating loss includesin 2016 included $1.9 million of expenses associated with the acceleration of SLI's previously outstanding stock-based compensation awards, which became fully vested on the date of acquisition pursuant to the terms of the merger agreement, and which are included in selling, general and administrative expenses in the 2016 consolidated statements of operations. TheSLI's results of operations of the acquired business are reported within the Company's Electrical Products segment, which is currently comprised solelysegment.

On September 30, 2016, SL Montevideo Technology, Inc. ("SMTI"), a subsidiary of SLI, entered into an asset purchase agreement ("Purchase Agreement") with Hamilton Sundstrand Corporation ("Hamilton"). Pursuant to the Purchase Agreement, SMTI acquired from Hamilton certain assets of its Electromagnetic Enterprise division ("EME") used or useful in the design, development, manufacture, marketing, service, distribution, repair and sale of electric motors, starters and generators for certain commercial applications, including for use in commercial hybrid electric vehicles and refrigeration and in the aerospace and defense sectors. The acquisition of EME expands SLI's product portfolio and diversifies its customer base. SMTI purchased the acquired net assets for $60.3 million in cash and assumption of certain ordinary course business liabilities, subject to adjustments related to working capital at closing and quality of earnings of the acquired business for the period of January 1, 2016 to June 30, 2016, each as provided in the Purchase Agreement, including a reduction of $2.2 million received during the six months ended June 30, 2017. The Purchase Agreement includes a guarantee by Hamilton of a minimum level of product purchases from SMTI by an affiliate of Hamilton for calendar years 2017, 2018 and 2019, in exchange for compliance by SMTI with certain operating covenants. The transaction was financed with additional borrowings under the Company's senior secured revolving credit facility.

The goodwill of $31.0 million arising from the acquisition consists largely of the synergies expected from combining the operations of SLI.SLI and EME. The goodwill is assigned to the Company's Electrical Products segment and is expected to be deductible for income tax purposes. Other intangibles consist of customer relationships of $27.2 million and customer order backlog of $1.2 million. The customer order backlog was amortized based on the expected period over which the orders were fulfilled of four months. The customer relationships have been assigned a useful life of 15 years based on the limited turnover and long-standing relationships EME has with its existing customer base. The acquired customer relationships were valued using an excess earnings approach, and significant assumptions used in the valuation included the customer attrition rate assumed and the expected level of future sales.

Unaudited pro forma net sales and income from continuing operations, net of tax,income of the combined entities is presented below as if SLI and EME had the acquisition dates for the JPS and SLI acquisitionsboth been acquired January 1, 2014 and January 1, 2015, respectively, are as follows:

This unaudited pro forma data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the JPSSLI and SLIEME acquisitions taken place on January 1, 2014 and January 1, 2015, respectively.2015. The information for the six months ended June 30, 2016 and 2015 is based on historical financial information with respect to the acquisitionacquisitions and does not include operational or other changes which might have been effected by the Company. The supplemental unaudited pro forma earnings were adjusted to reflect incremental depreciation and amortization expense based on the fair value adjustments for the acquired property, plant and equipment and intangible assets, as well aswhich are amortized using the double-declining balance method for customer relationships and the straight line method for other intangibles, over periods principally ranging from 10 to 15 years. The unaudited pro forma earnings were also adjusted to reflect incremental interest expense on the borrowings made to finance the acquisitions, and to exclude a total of $4.1 million and $5.2 million of acquisition-related costs incurred by both the Company and JPS and SLIthe acquired entities during the six months ended June 30, 2016 and 2015, respectively. The 2016 supplemental unaudited pro forma earnings reflect adjustments to exclude $1.0 million of nonrecurring expense related to the amortization of the fair value adjustment to acquisition-date inventories, as well as $1.9 million in expense associated with the acceleration of SLI's previously outstanding stock-based compensation awards. The 2015 supplemental unaudited pro forma earnings were adjusted to include both the fair value adjustment to acquisition-date inventories and the expense associated with the acceleration of SLI's previously outstanding stock-based compensation awards.period presented.

On December 18, 2014, H&H GroupIn January 2017, the Company sold its Micro-Tube Fabricators, Inc. business ("MTF") for approximately $2.5 million and Bairnco entered intorecorded a stock purchase agreement to sell allloss on sale of $0.4 million, which is included in other expense in the issuedconsolidated statements of operations. MTF specialized in the production of precision fabricated tubular components produced for medical device, aerospace, aircraft, automotive and outstanding equity interests of Arlon, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Bairnco, and its subsidiaries (other than Arlon India (Pvt) Limited) for $157.0electronic applications. The price was payable $2.0 million in cash less transaction fees, subjectat closing and a $0.5 million subordinated promissory note to a final working capital adjustmentthe Company bearing 5% interest annually. Half the note will be paid to the Company 6-months after closing and the remainder paid 1-year after closing. In addition, the Company may receive up to $1.0 million of additional contingent consideration if certain potential reductions as provided in the stock purchase agreement. The closing ofsales volume milestones are met between the sale occurred in January 2015.date and December 31, 2019. The operations of Arlon, LLC comprised substantially allMTF were not significant to the consolidated financial statements of the Company's former Arlon Electronic Materials segment, which manufactured high performance materials for the printed circuit board industry and silicone rubber-based materials.

In connection with our continuedthe integration of JPS Industries, Inc. ("JPS") after its acquisition in July 2015, the Company approved the closure of JPS' Slater, South Carolina operating facility during the second quarter of 2016. The Company notified employees of such closure in July 2016 and currently expects that closure of the facility will be completed by December 31, 2016. For the three months ended June 30, 2016, the

Inventories, net at June 30, 20162017 and December 31, 20152016 were comprised of:

In order to produce certain of its products, H&HHNH purchases, maintains and utilizes precious metal inventory. H&HHNH records certain of its precious metal inventory at the lower of LIFO cost or market, with any adjustments recorded through cost of goods sold. Remaining precious metal inventory is accounted for primarily at fair value.

Certain customers and suppliers of H&HHNH choose to do business on a "pool" basis and furnish precious metal to H&HHNH for return in fabricated form or for purchase from or return to the supplier. When the customercustomer's precious metal is returned in fabricated form, the customer is charged a fabrication charge. The value of this customer metal is not included on the Company's consolidated balance sheet.sheets. To the extent H&HHNH is able to utilize customer precious metal in its production processes, such customer metal replaces the need for H&HHNH to purchase its own inventory. As of June 30, 2016,2017, customer metal in H&H'sHNH's custody consisted of 135,796139,747 ounces of silver, 531513 ounces of gold and 1,391 ounces of palladium.

The changes in the net carrying amount of goodwill by reportable segment for the six months ended June 30, 20162017 were as follows (in thousands):

Other intangible assets, net at June 30, 20162017 and December 31, 20152016 consisted of:

Amortization expense totaled $1.6$4.4 million and $0.9$1.6 million for the three months ended June 30, 20162017 and 2015,2016, respectively, and $2.8$9.4 million and $1.7$2.8 million for the six months ended June 30, 20162017 and 2015,2016, respectively. The increase in amortization expense during 20162017 was principally due to the Company's JPSSLI and SLIEME acquisitions. Future amortization expense of the intangible assets acquired in the SLI acquisition is expected to total $5.2 million for the remainder of 2016, $9.1 million, $8.0 million, $7.2 million, $6.5 million, and $44.7 million in 2017, 2018, 2019, 2020, and thereafter, respectively.

Debt at June 30, 20162017 and December 31, 20152016 was as follows:

The Company's amended and restated senior credit agreement ("Senior Credit Facility") providedprovides for an up to $365.0$400.0 million senior secured revolving credit facility, including a $20.0 million sublimit for the issuance of letters of credit and a $20.0 million sublimit for the issuance of swing loans. On March 23, 2016, the Company entered into an amendment to its Senior Credit Facility to increase the size of the credit facility by $35.0 million to an aggregate amount of $400.0 million. Borrowings under the Senior Credit Facility bear interest, at H&H Group's option, at either LIBOR or the Base Rate, as defined, plus an applicable margin as set forth in the loan agreement (1.75%(2.25% and 0.75%1.25%, respectively, for LIBOR and Base Rate borrowings at June 30, 2016)2017), and the revolving facility provides for a commitment fee to be paid on unused borrowings. The weighted-average interest rate on the revolving facility was 2.24%3.49% at June 30, 2016.2017. H&H Group's availability under the Senior Credit Facility was $92.5$66.1 million as of June 30, 2016.2017.

The Senior Credit Facility will expire, with all amounts outstanding due and payable, on August 29, 2019. The Senior Credit Facility is guaranteed by substantially all existing and thereafter acquired or created domestic wholly-owned subsidiaries and certain foreign wholly-owned subsidiaries of H&H Group, and obligations under the Senior Credit Facility are collateralized by first priority security interests in and liens upon all present and future assets of H&H Group and these subsidiaries. The Senior Credit Facility restricts H&H Group's ability to transfer cash or other assets to HNH, subject to certain exceptions, including required pension payments to the WHX Corporation Pension Plan ("WHX Pension Plan"). and the WHX Pension Plan II. The Senior Credit Facility is subject to certain mandatory prepayment provisions and restrictive and financial covenants, which include a maximum ratio limit on Total

In 2016, the interest rate swap, the Company received one-month LIBOR in exchange for a fixed interest rate of 0.569% over the life of the agreement on an initial $56.4 million notional amount of debt, with the notional amount decreasing by $1.1 million, $1.8 million and $2.2 million per quarter in 2013, 2014 and 2015, respectively. The agreement expired in February 2016. H&H Group entered into a second interest rate swapmaster lease agreement in June 2013, also to reduce its exposure to interest rate fluctuations. Underwith TD Equipment Finance, Inc. ("TD Equipment"), which establishes the interest rate swap,general terms and conditions for a $10.0 million credit facility under which the Company received one-month LIBOR in exchange for a fixed interest ratemay lease equipment and other property from TD Equipment pursuant to the terms of 0.598% overindividual lease schedules. As of June 30, 2017, $5.4 million was outstanding under the lifemaster lease agreement. No leases had been entered into as of December 31, 2016 under the agreement on an initial $5.0 million notional amount of debt, with the notional amount decreasing by $0.1 million, $0.2 million and $0.2 million per quarter in 2013, 2014 and 2015, respectively. The agreement expired in February 2016.agreement.

H&H'sHNH's precious metal and commodity inventories are subject to market price fluctuations. H&HHNH enters into commodity futures and forward contracts to mitigate the impact of price fluctuations on its precious and certain non-precious metal inventories that are not subject to fixed price contracts. The Company's hedging strategy is designed to protect it against normal volatility; therefore, abnormal price changes in these commodities or markets could negatively impact HNH's earnings. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes.

As of June 30, 2016,2017, the Company had the following outstanding forward contracts with settlement dates through July 2016.2017. There were no futures contracts outstanding at June 30, 2016.2017.

The forward contracts were made with a counter partycounterparty rated A+ by Standard & Poors. Accordingly, the Company has determined that there is minimal credit risk of default. The Company estimates the fair value of its derivative contracts through the use of market quotes or with the assistance of brokers when market information is not available. The Company maintains collateral on account with the third-party broker. Such collateral consists of both cash that varies in amount depending on the value of open contracts, as well as ounces of precious metal held on account by the broker.

HNH sponsors atwo defined benefit pension plan,plans, the WHX Pension Plan and the WHX Pension Plan II, covering many of H&H'sHNH's employees and certain employees of H&H'sHNH's former subsidiary, Wheeling-Pittsburgh Corporation. In addition, JPS sponsors a defined benefit pension plan, which was assumed in connection with the acquisition of JPS on July 2, 2015.plan. The following table presents the components of net periodic pension expense for the Company's pension plans for the three and six months ended June 30, 20162017 and 2015:2016:

The Company expects to have required minimum pension contributions of $10.2$24.7 million for the remainder of 2016,2017, and $34.8$29.6 million, $41.6$39.9 million, $38.9$36.0 million, $35.4$32.7 million and $96.3$80.6 million in 2017, 2018, 2019, 2020, 2021 and for the five years thereafter, respectively. Required future pension contributions are estimated based upon assumptions such as discount rates on future obligations, assumed rates of return on plan assets and legislative changes. Actual future pension costs and required funding obligations will be affected by changes in the factors and assumptions described in the previous sentence, as well as other changes such as any plan termination or other acceleration events.

In addition to its pension plans included in the table above, the Company also maintains several other post-retirement benefit plans covering certain of its employees and retirees. The approximate aggregate expense for these plans was $0.5$0.7 million and $0.4$0.5 million for the three months ended June 30, 20162017 and 2015,2016, respectively, and $1.0$1.5 million and $0.9$1.0 million for the six months ended June 30, 20162017 and 2015,2016, respectively.

On April 28, 2016, the Company's Board of Directors approved the repurchase of up to an aggregate of 500,000 shares of the Company's common stock. Any such repurchases will be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market, in compliance with applicable laws and regulations. The repurchase program is expected to continue unless and until revoked by the Board of Directors. As of June 30, 2016,2017, the Company has repurchased 4,08615,019 shares for a total purchase price of approximately $0.1$0.4 million under the 2016 repurchase program.

Changes, net of tax, in accumulated other comprehensive loss and its components follow: