Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 29, 2014 | 1-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 29-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'PMFG | ' |
Entity Registrant Name | 'PMFG, INC. | ' |
Entity Central Index Key | '0001422862 | ' |
Current Fiscal Year End Date | '--06-29 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 21,094,530 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $42,573 | $53,020 |
Restricted cash | 4,919 | 5,029 |
Accounts receivable - trade, net of allowance for doubtful accounts of $310 at March 29, 2014 and $300 at June 29, 2013 | 29,473 | 22,509 |
Inventories, net | 10,994 | 6,488 |
Costs and earnings in excess of billings on uncompleted contracts | 19,119 | 16,544 |
Income taxes receivable | 1,450 | 1,152 |
Deferred income taxes | 304 | 304 |
Other current assets | 4,949 | 3,427 |
Total current assets | 113,781 | 108,473 |
Property, plant and equipment, net | 31,348 | 24,031 |
Intangible assets, net | 18,444 | 16,180 |
Goodwill | 35,919 | 30,429 |
Other assets | 838 | 998 |
Total assets | 200,330 | 180,111 |
Current liabilities: | ' | ' |
Accounts payable | 21,736 | 14,899 |
Current maturities of long-term debt | 2,210 | ' |
Billings in excess of costs and earnings on uncompleted contracts | 12,019 | 6,277 |
Commissions payable | 1,575 | 1,763 |
Income taxes payable | 1,089 | 339 |
Accrued product warranties | 2,462 | 2,241 |
Customer deposits | 2,946 | 2,566 |
Accrued liabilities and other | 7,957 | 5,386 |
Total current liabilities | 51,994 | 33,471 |
Long-term debt | 15,160 | 8,719 |
Deferred income taxes | 4,136 | 4,135 |
Other long-term liabilities | 1,835 | 1,900 |
Commitments and contingencies | ' | ' |
Preferred stock - authorized, 5,000,000 shares of $0.01 par value; no shares outstanding at March 29, 2014 or June 29, 2013 | ' | ' |
Stockholders' equity: | ' | ' |
Common stock - authorized, 50,000,000 shares of $0.01 par value; issued and outstanding, 21,094,530 and 20,966,426 shares at March 29, 2014 and June 29, 2013, respectively | 211 | 210 |
Additional paid-in capital | 97,388 | 96,634 |
Accumulated other comprehensive loss | -761 | -2,004 |
Retained earnings | 24,738 | 33,114 |
Total PMFG, Inc. stockholders' equity | 121,576 | 127,954 |
Noncontrolling interest | 5,629 | 3,932 |
Total equity | 127,205 | 131,886 |
Total liabilities and equity | $200,330 | $180,111 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $310 | $300 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares issued | 21,094,530 | 20,966,426 |
Common stock, shares outstanding | 21,094,530 | 20,966,426 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $32,273 | $34,970 | $90,958 | $99,399 |
Cost of goods sold | 24,231 | 24,223 | 65,080 | 65,731 |
Gross profit | 8,042 | 10,747 | 25,878 | 33,668 |
Operating expenses: | ' | ' | ' | ' |
Sales and marketing | 3,489 | 3,278 | 10,127 | 10,282 |
Engineering and project management | 2,726 | 2,335 | 7,624 | 7,036 |
General and administrative | 5,444 | 4,112 | 14,979 | 14,008 |
Operating expenses, Total | 11,659 | 9,725 | 32,730 | 31,326 |
Operating income (loss) | -3,617 | 1,022 | -6,852 | 2,342 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 31 | 12 | 63 | 29 |
Interest expense | -436 | -148 | -1,142 | -463 |
Loss on extinguishment of debt | ' | ' | ' | -291 |
Foreign exchange gain (loss) | -194 | -32 | -666 | 3 |
Other income (loss) | 13 | -1 | 84 | 33 |
Nonoperating income (expense), Total | -586 | -169 | -1,661 | -689 |
Income (loss) before income taxes | -4,203 | 853 | -8,513 | 1,653 |
Income tax expense (benefit) | 439 | -156 | 254 | -367 |
Net income (loss) | -3,764 | 697 | -8,259 | 1,286 |
Net income attributable to noncontrolling interest | 17 | 152 | 117 | 584 |
Net income (loss) attributable to PMFG, Inc. | ($3,781) | $545 | ($8,376) | $702 |
Weighted-average common shares outstanding: | ' | ' | ' | ' |
Basic | 21,097 | 20,920 | 21,092 | 20,919 |
Diluted | 21,097 | 20,936 | 21,092 | 20,935 |
Basic income (loss) per common share | ($0.18) | $0.03 | ($0.40) | $0.03 |
Diluted income (loss) per common share | ($0.18) | $0.03 | ($0.40) | $0.03 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | ($3,764) | $697 | ($8,259) | $1,286 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustment | -99 | -749 | 1,216 | -97 |
Other comprehensive income (loss) | -99 | -749 | 1,216 | -97 |
Comprehensive income (loss) | -3,863 | -52 | -7,043 | 1,189 |
Net income attributable to noncontrolling interest | 17 | 152 | 117 | 584 |
Other comprehensive loss: | ' | ' | ' | ' |
Foreign currency translation adjustment | -67 | -2 | -27 | ' |
Comprehensive income (loss) attributable to noncontrolling interest | -50 | 150 | 90 | 584 |
Comprehensive income (loss) attributable to PMFG, Inc. | ($3,813) | ($202) | ($7,133) | $605 |
Consolidated_Statement_of_Equi
Consolidated Statement of Equity (Unaudited) (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | Non Controlling Interest |
In Thousands | |||||||
Beginning Balance at Jun. 29, 2013 | $131,886 | $210 | $96,634 | $33,114 | ($2,004) | $127,954 | $3,932 |
Beginning Balance, shares at Jun. 29, 2013 | ' | 20,966 | ' | ' | ' | ' | ' |
Net (loss) | -8,259 | ' | ' | -8,376 | ' | -8,376 | 117 |
Foreign currency translation adjustment | 1,216 | ' | ' | ' | 1,243 | 1,243 | -27 |
Stock grants, net of forfeitures (in shares) | ' | 128 | ' | ' | ' | ' | ' |
Stock grants, net of forfeitures | 755 | 1 | 754 | ' | ' | 755 | ' |
Equity contribution from noncontrolling interest in subsidiary | 1,607 | ' | ' | ' | ' | ' | 1,607 |
Ending Balance at Mar. 29, 2014 | $127,205 | $211 | $97,388 | $24,738 | ($761) | $121,576 | $5,629 |
Ending Balance, shares at Mar. 29, 2014 | ' | 21,094 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($8,259) | $1,286 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities, net of business acquisition: | ' | ' |
Depreciation and amortization | 1,851 | 1,926 |
Amortization of deferred finance charges | 184 | 132 |
Stock-based compensation | 755 | 460 |
Bad debt expense | 64 | 1,008 |
Inventory valuation reserve | -65 | 19 |
Provision for warranty expense | 726 | 1,666 |
Loss on extinguishment of debt | ' | 291 |
Gain on disposal of property | -325 | -74 |
Foreign currency exchange gain (loss) | 666 | -3 |
Change in fair value of interest rate swap | 99 | ' |
Changes in operating assets and liabilities, net of business acquisition: | ' | ' |
Accounts receivable | -5,024 | 9,894 |
Inventories | -4,353 | -693 |
Costs and earnings in excess of billings on uncompleted contracts | -2,193 | -3,243 |
Other current assets | -1,617 | -44 |
Accounts payable | 6,438 | 459 |
Billings in excess of costs and earnings on uncompleted contracts | 4,958 | -2,330 |
Commissions payable | -188 | 341 |
Income taxes | 452 | 1,775 |
Product warranties | -705 | -1,466 |
Accrued liabilities and other | 1,012 | -1,644 |
Net cash provided by (used in) operating activities: | -5,524 | 9,760 |
Cash flows from investing activities: | ' | ' |
Increase in restricted cash | -6 | -422 |
Purchases of property and equipment | -9,172 | -9,912 |
Net proceeds from sale of property | 521 | 135 |
Business acquisition, net of cash received | -8,891 | -1,363 |
Payments of deferred consideration | -37 | ' |
Net cash used in investing activities | -17,585 | -11,562 |
Cash flows from financing activities: | ' | ' |
Payment of long-term debt | -533 | ' |
Payment of debt issuance costs | ' | -963 |
Proceeds from short-term debt | 1,634 | ' |
Proceeds from long-term debt | 9,311 | 5,129 |
Equity contribution from noncontrolling interest | 1,607 | 2,000 |
Net cash provided by financing activities | 12,019 | 6,166 |
Effect of exchange rate changes on cash and cash equivalents | 643 | 85 |
Net (decrease) increase in cash and cash equivalents | -10,447 | 4,449 |
Cash and cash equivalents at beginning of period | 53,020 | 52,286 |
Cash and cash equivalents at end of period | 42,573 | 56,735 |
Supplemental information on cash flow: | ' | ' |
Income tax refunds received | 399 | 2,475 |
Interest paid | $908 | $442 |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||
1. SIGNIFICANT ACCOUNTING POLICIES | |||||||||
Basis of Presentation | |||||||||
The accompanying unaudited consolidated financial statements of PMFG, Inc. and subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. References to “Company,” “we,” “us” and “our” refer to PMFG, Inc. and its subsidiaries. The consolidated financial statements of the Company as of March 29, 2014 and for the three and nine months ended March 29, 2014 and March 30, 2013 are unaudited and, in the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of the Company for the interim periods have been included and are of a normal recurring nature. The results of operations for such interim periods are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the fiscal year ended June 29, 2013. | |||||||||
Each of the Company’s interim reporting periods ends on the Saturday closest to the last day of the corresponding quarterly calendar period. References to “fiscal 2014” and “fiscal 2013” refer to fiscal years ended June 28, 2014 and June 29, 2013, respectively. The third quarters of fiscal 2014 and fiscal 2013 ended on March 29, 2014 and March 30, 2013, respectively. | |||||||||
Basis of Consolidation | |||||||||
The Company’s financial statements for all periods presented are consolidated to include the accounts of all wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The Company is the majority owner of Peerless Propulsys China Holdings LLC (“Peerless Propulsys”). The Company’s 60% equity investment in Peerless Propulsys entitles it to 80% of the earnings of Peerless Propulsys. Peerless Propulsys is the sole owner of Peerless China Manufacturing Co. Ltd. (“PCMC”), formerly known as Peerless Manufacturing (Zhenjiang) Co. Ltd. The non-controlling interest of Peerless Propulsys is reported as a separate component on the Consolidated Balance Sheets and Consolidated Statements of Operations. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash balances, including restricted cash, held within and outside the United States are as follows (in thousands): | |||||||||
March 29, | |||||||||
2014 | |||||||||
Domestic | $ | 23,090 | |||||||
International | 24,402 | ||||||||
$ | 47,492 | ||||||||
The Company maintains cash balances in bank accounts that normally exceed Federal Deposit Insurance Corporation insured limits. As of March 29, 2014, cash held in banks in the United States exceeded federally insured limits by $21.2 million. The Company has not experienced any losses related to this cash concentration. | |||||||||
The Company had restricted cash balances of $4.9 million and $5.0 million as of March 29, 2014 and June 29, 2013, respectively. Foreign restricted cash balances were $4.9 million and $4.7 million as of March 29, 2014 and June 29, 2013, respectively. Cash balances were restricted to collateralize letters of credit and financial institution guarantees issued in the ordinary course of business. | |||||||||
Accounts Receivable | |||||||||
The Company’s accounts receivable are due from companies in various industries. Credit is extended based on an evaluation of the customer’s financial condition. Generally, collateral is not required. Accounts receivable are generally due within 30 days and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts outstanding longer than contractual payment terms are considered past due. | |||||||||
The Company records an allowance for doubtful accounts based on a specific identification, taking into consideration a number of factors, including the length of time the accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company and the condition of the industry and the economy as a whole. The Company writes off accounts receivable when they are deemed to be uncollectible. Payments subsequently received on such receivables are credited to the allowance for doubtful accounts in the period the payment is received. | |||||||||
Changes in the Company’s allowance for doubtful accounts are as follows (in thousands): | |||||||||
Nine months ended | |||||||||
March 29, | March 30, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | 300 | $ | 650 | |||||
Bad debt expense | 64 | 1,008 | |||||||
Acquired - CCA | 26 | — | |||||||
Accounts written off | (80 | ) | (1,358 | ) | |||||
Balance at end of period | $ | 310 | $ | 300 | |||||
Inventories | |||||||||
The Company values its inventories using the lower of weighted average cost or market. The Company regularly reviews the value of inventories on hand, using specific aging categories, and records a provision for obsolete and slow-moving inventory based on historical and estimated future usage. In assessing the ultimate realization of its inventory, the Company is required to make judgments as to future demand requirements. As actual future demand or market conditions may vary from those projected by the Company, adjustments to inventory valuations may be required. | |||||||||
Property, Plant and Equipment | |||||||||
Depreciation of property, plant and equipment is calculated using the straight-line method over a period considered adequate to depreciate the total cost over the useful lives of the assets, as follows: | |||||||||
Buildings and improvements | 5 - 40 years | ||||||||
Equipment | 3 - 10 years | ||||||||
Furniture and fixtures | 3 - 15 years | ||||||||
Routine maintenance costs are expensed as incurred. Major improvements that extend the life, increase the capacity or improve the safety or the efficiency of property owned are capitalized. Major improvements to leased buildings are capitalized as leasehold improvements and amortized over the shorter of the estimated life or the remaining lease term. | |||||||||
Long-Lived Assets | |||||||||
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and exceeds its fair value. If conditions indicate an asset might be impaired, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. The impairment would be measured by the amount by which the asset exceeds its fair value, typically represented by the discounted cash flows associated with the asset. | |||||||||
Goodwill and Other Intangible Assets | |||||||||
Goodwill represents the difference between the purchase price and the fair value of the net assets acquired upon acquisition. Goodwill is not amortized, however, it is measured at the reporting unit level to test for impairment annually, in the fourth quarter, or more frequently if conditions indicate an earlier review is necessary. A discounted future cash flow analysis is primarily used to determine whether impairment exists. If the fair value of a reporting unit is less than the carrying amount, then the Company writes down goodwill to its estimated fair value. | |||||||||
Intangible assets subject to amortization include licensing agreements, customer relationships and acquired sales order backlog. These intangible assets are amortized over their estimated useful lives based on a pattern in which the economic benefit of the respective intangible asset is realized. Intangible assets considered to have indefinite lives include trade names and design guidelines. | |||||||||
Fair Value of Financial Instruments | |||||||||
The carrying amounts of cash and cash equivalents, trade receivables, other current assets, accounts payable and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying amount of the Company’s debt approximates fair value as the debt bears interest at floating market rates. | |||||||||
Revenue Recognition | |||||||||
The Company recognizes revenue, net of sales taxes, from product sales or services provided when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured. | |||||||||
The Company provides certain products under long-term, generally fixed-priced, contracts that may extend over multiple financial periods, where revenue and cost of sales are recognized in accordance with accounting rules relating to construction-type and production-type contracts. Amounts recognized in revenue are calculated using the percentage of cost completed (i.e., cumulative cost incurred to date in comparison to the estimated total cost at completion). This method requires the Company to make estimates regarding the total costs of the project at completion, which impacts the amount of gross margin the Company recognizes in each reporting period. Changes in estimated total costs are reflected in the computation of percentage-of-completion when such changes are identified and can be reasonably estimated. Change orders affecting the contract amount are considered only after receipt of a legally binding agreement. Incremental costs related to change orders are included in the estimate of total costs upon the earlier of receipt of the change order or the Company’s committed purchase obligation. The percentage-of-completion method generally results in the recognition of reasonably consistent profit margins over the life of a contract. | |||||||||
Many of our customer contracts define events of default related to product performance and/or timing of delivery, as well as remedies for such events of default. Anticipated events of default and estimated remedies, such as those provided under liquidated damages clauses, are accounted for as reductions in revenue in the period in which the potential default is first identified and the damages can be reasonably estimated. Historically, the impact of liquidated damages has not been material to the Company’s consolidated financial position, results of operations, or cash flows. Anticipated losses on percentage-of-completion contracts are recorded in full in the period in which they become evident. | |||||||||
Cumulative revenue recognized may be less or greater than cumulative costs and profits billed at any point during a contract’s term. The resulting difference is recognized as “costs and earnings in excess of billings on uncompleted contracts” or “billings in excess of costs and earnings on uncompleted contracts” on the Consolidated Balance Sheets. | |||||||||
Contracts that are considered short-term in nature and require less product customization are accounted for under the completed contract method. Revenue under the completed contract method is recognized upon shipment of the product. | |||||||||
Pre-contract, Start-up and Commissioning Costs | |||||||||
The Company does not consider the realization of any individual sales order as probable prior to order acceptance. Therefore, pre-contract costs incurred prior to sales order acceptance are included as a component of operating expenses when incurred. Some of the Company’s contracts require the installation and placing in service of the product after it is distributed to the end user. The costs of start-up and commissioning and the related revenue associated with the relevant percentage of completion of these projects are recognized in the period incurred. | |||||||||
Warranty Costs | |||||||||
The Company provides warranties for specific products during a defined period of time, generally less than 18 months after shipment of the product. Warranties cover the failure of a product to perform after it has been placed in service. The Company reserves for estimated future warranty costs in the period in which the revenue is recognized based on historical experience, expectation of future conditions, and the extent of concurrent supplier warranties in place. Warranty costs are included in “cost of goods sold” in the Consolidated Statements of Operations. | |||||||||
Income Taxes | |||||||||
The Company utilizes the asset and liability approach in its reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax related interest and penalties are included in income tax expense. The Company recognizes in its financial statements the impact of a tax position taken or expected to be taken in a tax return, if that position is “more likely than not” of being sustained upon examination by the relevant taxing authority, based on the technical merits of the position. | |||||||||
The Company is required to estimate income taxes in each jurisdiction in which it operates. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In the event that actual results differ from these estimates, the Company’s provision for income taxes could be materially impacted. | |||||||||
For the nine months ended March 29, 2014, income tax expense was 3.0% of the loss before income taxes. The rate varies from the statutory rate because of the blend of taxable income in some state and foreign taxing jurisdictions and permanent differences and taxable losses in the United States for which no tax benefit has been recognized. At March 29, 2014, the Company had $5.1 million of operating loss carry forwards primarily in the United States available for carryover to future periods, subject to certain limitations and expiring beginning in fiscal 2032. A valuation allowance of $1.3 million has been established to reduce the computed benefits to the estimated future realization of the tax related benefit. | |||||||||
Earnings (Loss) Per Common Share | |||||||||
The Company calculates earnings (loss) per common share by dividing the earnings (loss) applicable to PMFG, Inc. stockholders by the weighted average number of common shares outstanding. Diluted earnings per common share include the dilutive effect of stock options, restricted stock units and warrants granted using the treasury stock method. For the three and nine months ended March 29, 2014, 72,339 restricted stock units with performance and service based restrictions were omitted from the calculation of dilutive securities because they were anti-dilutive. Options to acquire 37,200 shares of common stock were omitted from the calculation of dilutive securities for the three and nine months ended March 29, 2014 because they were anti-dilutive. Warrants to acquire 839,063 shares of common stock were omitted from the calculation of dilutive securities for the three and nine months ended March 29, 2014 and the three and nine months ended March 30, 2013 because they were anti-dilutive. The warrants entitle the holders to purchase common stock for $10.56 per share, through a cashless exercise. The warrants expire on September 4, 2014. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
ACQUISITIONS | ' | ||||||||||||||||
2. ACQUISITIONS | |||||||||||||||||
On March 28, 2014, the Company acquired substantially all of the assets of Combustion Components Associates, Inc. (“CCA”), a leading provider of in-furnace and post-combustion control technologies. CCA technology is used to improve efficiency and reduce emissions at utility power plants, pulp and paper mills, chemical plants, oil refineries and other industrial facilities. The purchase price was approximately $8.9 million in cash plus performance-based contingent payments. Additional cash consideration will be paid if the Company recognizes revenue from certain customer projects specified in the purchase agreement. The contingent payment is 5% of the aggregate revenue recognized by the Company in connection with the specified projects. The preliminary allocation of consideration paid for the acquisition includes $0.6 million of contingent liabilities reported in current liabilities. | |||||||||||||||||
The Company funded the purchase of CCA with cash on hand. The assets acquired and liabilities assumed, including a preliminary allocation of purchase price, have been included in the Consolidated Balance Sheet as of March 29, 2014. The financial results of the acquisition will be included in the Environmental Systems segment in future periods. | |||||||||||||||||
The following table summarizes the consideration paid for the CCA acquisition and presents the preliminary allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates. This allocation requires the significant use of estimates and is based on the information that was available to management at the time these condensed consolidated financial statements were prepared. | |||||||||||||||||
Current assets | $ | 2,444 | |||||||||||||||
Property, plant and equipment | 325 | ||||||||||||||||
Identifiable intangible assets | 2,760 | ||||||||||||||||
Goodwill | 5,490 | ||||||||||||||||
Total assets acquired | $ | 11,019 | |||||||||||||||
Current liabilities | $ | (2,128 | ) | ||||||||||||||
Net assets acquired | $ | 8,891 | |||||||||||||||
The Company determined the purchase price allocation for the acquisition based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed. The fair value of the assets acquired and liabilities assumed in the acquisition remain subject to adjustment. | |||||||||||||||||
Acquired intangible assets of $2.8 million consisted of customer projects currently in backlog, customer relationships, and trade names and design guidelines. The amortization period for these intangible assets ranges from 6 months to 10 years. As the acquisition was completed on March 28, 2014, no amortization expense related to these intangible assets was recognized during the three months ended March 29, 2014. | |||||||||||||||||
The acquisition of CCA extends the Company’s ability to deliver a broader portfolio of combustion and air pollution products and services to commercial, industrial and utility power-generation customers both domestically and internationally. The goodwill associated with the acquisition will be deductible for tax purposes. | |||||||||||||||||
The following unaudited pro forma information has been provided for illustrative purposes only and is not necessarily indicative of results that would have occurred had the acquisition been in effect for the periods presented, nor are they necessarily indicative of future results. | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
March 29, | March 30, | March 29, | March 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue | $ | 34,973 | $ | 38,270 | $ | 100,557 | $ | 108,099 | |||||||||
Net income (loss) | (2,968 | ) | 789 | (7,162 | ) | 1,588 | |||||||||||
Net income (loss) attributable to PMFG, Inc | (2,985 | ) | 637 | (7,279 | ) | 1,004 | |||||||||||
Basic earnings per common share | $ | (0.14 | ) | $ | 0.03 | $ | (0.35 | ) | $ | 0.05 | |||||||
Diluted earnings per common share | $ | (0.14 | ) | $ | 0.03 | $ | (0.35 | ) | $ | 0.05 | |||||||
The pro forma combined results for the three and nine months ended March 29, 2014 and March 30, 2013 have been prepared by adjusting the Company’s historical results to include the acquisition as if it occurred on July 1, 2012. These pro forma combined historical results were then adjusted for an increase in amortization expense due to the incremental intangible assets recorded related to the acquisition. The pro forma results of operations also include adjustments to reflect the impact of $0.7 million of acquisition related costs as of July 1, 2012. The pro forma results do not include any adjustments to eliminate the impact of cost savings or other synergies that may result from the acquisition. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. | |||||||||||||||||
The Company recognized approximately $576,000 of acquisition-related costs that were expensed during the three months ended March 29, 2014. These acquisition costs are included in general and administrative expenses in the condensed Consolidated Statements of Operations for the three months ended March 29, 2014. |
INVENTORIES
INVENTORIES | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
3. INVENTORIES | |||||||||
Principal components of inventories are as follows (in thousands): | |||||||||
March 29, | June 29, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 6,676 | 3,729 | ||||||
Work in progress | 4,009 | 2,516 | |||||||
Finished goods | 406 | 493 | |||||||
Acquired - CCA | 88 | — | |||||||
11,179 | 6,738 | ||||||||
Reserve for obsolete and slow-moving inventory | (185 | ) | (250 | ) | |||||
$ | 10,994 | $ | 6,488 |
COSTS_AND_ESTIMATED_EARNINGS_O
COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Contractors [Abstract] | ' | ||||||||
COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS | ' | ||||||||
4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS | |||||||||
The components of uncompleted contracts are as follows (in thousands): | |||||||||
March 29, | June 29, | ||||||||
2014 | 2013 | ||||||||
Costs incurred on uncompleted contracts and estimated earnings | $ | 100,599 | $ | 70,389 | |||||
Less billings to date | (93,499 | ) | (60,122 | ) | |||||
$ | 7,100 | $ | 10,267 | ||||||
The components of uncompleted contracts are reflected in the Consolidated Balance Sheets as follows (in thousands): | |||||||||
March 29, | June 29, | ||||||||
2014 | 2013 | ||||||||
Costs and earnings in excess of billings on uncompleted contracts | $ | 19,119 | $ | 16,544 | |||||
Billings in excess of costs and earnings on uncompleted contracts | (12,019 | ) | (6,277 | ) | |||||
$ | 7,100 | $ | 10,267 |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | ||||||||||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | ||||||||||||||||||||||||||
5. GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||||||||||||||||||||
The reporting units used in assessing goodwill are the same as the Company’s reportable segments, Process Products and Environmental Systems. The goodwill acquired with the purchase of CCA is allocated and assessed at the Environmental Systems segment, and the remaining goodwill is assessed at the Process Products segment. | |||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||
The following table shows the activity and balances related to goodwill from June 30, 2013 through March 29, 2014 (in thousands): | |||||||||||||||||||||||||||
Balance as of June 29, 2013 | $ | 30,429 | |||||||||||||||||||||||||
Goodwill acquired: | |||||||||||||||||||||||||||
Preliminary allocation of purchase price related to CCA | 5,490 | ||||||||||||||||||||||||||
Balance as of March 29, 2014 | $ | 35,919 | |||||||||||||||||||||||||
Acquisition-Related Intangibles | |||||||||||||||||||||||||||
Acquisition-related intangible assets are as follows (in thousands): | |||||||||||||||||||||||||||
Weighted | Gross Value | Accumulated | Net Book | Gross Value | Accumulated | Net Book | |||||||||||||||||||||
Average | March 29, 2014 | Amortization | Value | June 29, 2013 | Amortization | Value | |||||||||||||||||||||
Estimated | March 29, 2014 | June 29, 2013 | |||||||||||||||||||||||||
Useful Life | |||||||||||||||||||||||||||
(Years) | |||||||||||||||||||||||||||
Design guidelines | Indefinite | $ | 8,290 | $ | — | $ | 8,290 | $ | 6,940 | $ | — | $ | 6,940 | ||||||||||||||
Customer relationships | 8 | 8,840 | (3,925 | ) | $ | 4,915 | 7,940 | (3,429 | ) | 4,511 | |||||||||||||||||
Trade names | Indefinite | 5,179 | — | $ | 5,179 | 4,729 | — | 4,729 | |||||||||||||||||||
Backlog | 0.5 | 60 | — | $ | 60 | — | — | — | |||||||||||||||||||
$ | 22,369 | $ | (3,925 | ) | $ | 18,444 | $ | 19,609 | $ | (3,429 | ) | $ | 16,180 | ||||||||||||||
Amortization expense on finite-lived intangible assets was $0.2 million and $0.3 million for the three months ended March 29, 2014 and March 30, 2013, respectively. Amortization expense on finite-lived intangible assets for the nine months ended March 29, 2014 and March 30, 2013 was $0.5 million and $0.8 million, respectively. Estimated aggregate finite-lived intangible asset amortization expense for the next five years is as follows (in thousands): | |||||||||||||||||||||||||||
Fiscal Year | |||||||||||||||||||||||||||
2014 | $ | 713 | |||||||||||||||||||||||||
2015 | 705 | ||||||||||||||||||||||||||
2016 | 600 | ||||||||||||||||||||||||||
2017 | 599 | ||||||||||||||||||||||||||
2018 | 594 | ||||||||||||||||||||||||||
The Company evaluates the recoverability of indefinite lived intangible assets annually, in the fourth quarter, or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. In determining whether the events or changes in circumstances in the third quarter of the fiscal year provided an indication that certain long-lived assets may not be recoverable and therefore warrant the acceleration of the annual evaluation to be completed in the fourth quarter of the fiscal year, the Company took into consideration both short- and long-term indicators. Such consideration included the year-to-date trend in customer bookings, relative quote activity, short- and long-term industry and market segment indicators and longer-term financial forecasts in addition to the consideration of the year to date operating losses against year to date. Management concluded that acceleration of the impairment evaluation was not required and will be completed in the fourth quarter. |
ACCRUED_PRODUCT_WARRANTIES
ACCRUED PRODUCT WARRANTIES | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Guarantees [Abstract] | ' | ||||||||
ACCRUED PRODUCT WARRANTIES | ' | ||||||||
6. ACCRUED PRODUCT WARRANTIES | |||||||||
Accrued product warranty activity is as follows (in thousands): | |||||||||
Nine months ended | |||||||||
March 29, | March 30, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | 2,241 | $ | 2,615 | |||||
Provision for warranty expenses | 726 | 1,666 | |||||||
Acquired - CCA | 200 | — | |||||||
Warranty charges | (705 | ) | (1,466 | ) | |||||
Balance at end of period | $ | 2,462 | $ | 2,815 |
ACCRUED_LIABILITIES_AND_OTHER
ACCRUED LIABILITIES AND OTHER | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
ACCRUED LIABILITIES AND OTHER | ' | ||||||||
7. ACCRUED LIABILITIES AND OTHER | |||||||||
The components of accrued liabilities and other are as follows (in thousands): | |||||||||
March 29, | June 29, | ||||||||
2014 | 2013 | ||||||||
Accrued start-up and commissioning expense | $ | 230 | $ | 230 | |||||
Accrued compensation | 2,574 | 2,393 | |||||||
Accrued professional expenses | 3,144 | 1,819 | |||||||
Subsidiary short-term debt | 1,610 | — | |||||||
Other | 399 | 944 | |||||||
$ | 7,957 | $ | 5,386 | ||||||
In July 2013, the Company obtained short-term financing from Bank of China Limited. The financing provides for borrowings up to ¥10 million ($1.6 million) at an interest rate of 6.6%. Interest is payable quarterly. All amounts outstanding are due July 2014 and are expected to be repaid with cash on hand. |
DEBT
DEBT | 9 Months Ended | ||||||||||||
Mar. 29, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
DEBT | ' | ||||||||||||
8. DEBT | |||||||||||||
Outstanding long-term debt obligations are as follows (in thousands): | |||||||||||||
March 29, | June 29, | ||||||||||||
Maturities | 2014 | 2013 | |||||||||||
Term loan A | 2019 | $ | 981 | $ | 604 | ||||||||
Term loan B | 2022 | 9,466 | 8,115 | ||||||||||
Subsidiary loan | 2017 | 6,923 | — | ||||||||||
Total long-term debt | 17,370 | 8,719 | |||||||||||
Less current maturites | (2,210 | ) | — | ||||||||||
Total long-term debt, net of current portion | $ | 15,160 | $ | 8,719 | |||||||||
In September 2012, the Company entered into a Credit Agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and other financial institutions party thereto. The Credit Agreement provides for, among other things, revolving credit commitments of $30.0 million to be used for working capital and general corporate purposes, term loan commitments of $2.0 million used for the purchase of equipment for a manufacturing facility in Denton, Texas (“Term Loan A”) and term loan commitments of $10.0 million used to fund the construction of the Denton facility (“Term Loan B”). All borrowings and other obligations of the Company are guaranteed by substantially all of its domestic subsidiaries and are secured by substantially all of the assets of the Company. | |||||||||||||
The revolving credit facility under the Credit Agreement will terminate on September 30, 2015, and all revolving credit loans mature on that date. Under the revolving credit facility, the Company has a maximum borrowing availability equal to the lesser of (a) $30.0 million or (b) the sum of 80% of eligible accounts receivable plus 50% of eligible inventory plus 100% of the cash amount held in a special collateral account less a foreign currency letter of credit reserve. At March 29, 2014, there were no outstanding borrowings and approximately $6.4 million of outstanding letters of credit under the Credit Agreement. | |||||||||||||
Beginning June 30, 2014, the Company is required to make quarterly principal payments on the term loans. The Credit Agreement also requires the Company to maintain an interest rate protection agreement with respect to at least 50% of the aggregate outstanding principal amount of the term loans. | |||||||||||||
Interest on all loans must generally be paid quarterly. Interest rates on term loans use floating rates plus 1/2 of 1% up to 2%, plus a margin of between 0 to 75 basis points based upon the Company’s consolidated funded debt to consolidated EBITDA for the trailing four consecutive fiscal quarters. | |||||||||||||
At March 29, 2014, the Company was required to maintain a Consolidated Total Leverage Ratio (“CTL”) not to exceed 1.75 to 1.00 and a Debt Service Coverage Ratio (“DSC”) of not less than 1.50 to 1.00. The CTL ratio is calculated as the ratio of the Company’s aggregate total liabilities to the sum of the excess of the Company’s total assets over its total liabilities as each is determined on a consolidated basis in accordance with generally accepted accounting principles. The DSC ratio is calculated as the ratio of the Company’s consolidated EBITDA, as defined in the Credit Agreement, less certain restricted cash payments, capitalized expenditures and taxes to the Company’s consolidated fixed charges, which is the sum of the Company’s current maturities of long-term debt and the amount of cash paid for interest on a trailing 12 month basis. | |||||||||||||
Under the Credit Agreement, as amended, capital expenditures are limited to (a) those made in connection with the new manufacturing facility in Denton, Texas; (b) those made in connection with the new manufacturing facility in China, not to exceed $12.5 million; and (c) $3.0 million of other capital expenditures in any fiscal year plus any amounts below $3.0 million of expenditures from the immediately preceding fiscal year. The Credit Agreement also contains other covenants, including restrictions on additional debt, dividends, capital expenditures, acquisitions and dispositions. | |||||||||||||
At March 29, 2014, the Company was not in compliance with the minimum DSC covenant in the Credit Agreement primarily as a result of the operating loss reported in the nine-month period ended March 29, 2014. Subsequent to March 29, 2014, the Company obtained an amendment to the Credit Agreement that brought the Company into compliance as of March 29, 2014. Pursuant to the amendment, if the DSC is less than 1.50 to 1.00 as of the end of any fiscal quarter, the Company must deposit and maintain cash in a blocked collateral account (to which only the administrative agent under the Credit Agreement has access) in an aggregate amount equal to the greater of (a) $10.0 million or (b) the sum of (i) the aggregate principal amount of all revolving credit and swing line loans outstanding under the Credit Agreement, plus (ii) 100% of the undrawn face amount of all performance-related letters of credit outstanding under the Credit Agreement, plus (iii) 30% (subject to upward adjustment) of the undrawn face amount of all warranty-related letters of credit outstanding under the Credit Agreement, plus (iv) $3.0 million, less (v) all term loan principal payments made on or after March 29, 2014. The Company may withdraw the cash in the collateral account when it achieves a DSC of at least 1.50 to 1.00 as of the end of a subsequent fiscal quarter, so long as no default or borrowing base deficiency then exists. | |||||||||||||
In July 2013, the Company’s subsidiary in China entered into a loan agreement with Bank of China Limited. The loan agreement provides for a loan commitment of ¥45.0 million ($7.2 million) to fund the construction of a manufacturing facility in Zhenjiang, China. The loan is guaranteed by PCMC’s property, plant and equipment. The loan matures on September 30, 2018. At March 29, 2014, there was an outstanding borrowing of ¥43.0 million ($6.9 million). Beginning June 20, 2014, the Company is required to make semi-annual principal payments on the loan which will be paid using cash on hand in China. Interest rates use floating rates as established by The People’s Bank of China. The rate at March 29, 2014 was 7.2%. The loan agreement also contains covenants, including restrictions on additional debt, dividends, acquisitions and dispositions. At March 29, 2014, the Company’s subsidiary was in compliance with all of its debt covenants. The Company’s subsidiary in China had bank guarantees of $0.8 million and $0.6 million at March 29, 2014 and June 29, 2013, respectively, secured by $0.8 million and $0.6 million of restricted cash balances. | |||||||||||||
The Company’s U.K. subsidiary has a debenture agreement used to facilitate issuances of letters of credit and bank guarantees of £6.0 million ($10.0 million) at March 29, 2014 and £6.0 million ($9.1 million) at June 29, 2013. This facility was secured by substantially all of the assets of the Company’s U.K. subsidiary, a protective letter of credit issued by the Company to HSBC Bank and a cash deposit of £1.8 million ($3.0 million) at March 29, 2014 and £2.1 million ($3.2 million) at June 29, 2013, which is recorded as restricted cash on the Consolidated Balance Sheets. At March 29, 2014, there was £4.7 million ($7.8 million) of outstanding stand-by letters of credit and bank guarantees under this debenture agreement. At June 29, 2013, there was £4.4 million ($6.8 million) of outstanding stand-by letters of credit and bank guarantees under this debenture agreement. | |||||||||||||
The Company’s German subsidiary has a debenture agreement used to facilitate issuances of letters of credit and bank guarantees of €4.8 million ($6.6 million) at March 29, 2014 and €4.8 million ($6.2 million) at June 29, 2013. This facility is secured by substantially all of the assets of the Company’s German subsidiary and by a cash deposit of €0.8 million ($1.1 million) at March 29, 2014 and €0.7 million ($0.9 million) at June 29, 2013, which is recorded as restricted cash on the Consolidated Balance Sheets. At March 29, 2014, there was €3.2 million ($4.4 million) of outstanding stand-by letters of credit and bank guarantees under this debenture agreement. At June 29, 2013, there was €2.7 million ($3.5 million) of outstanding stand-by letters of credit and bank guarantees under this debenture agreement. | |||||||||||||
The Company’s subsidiary in Singapore had bank guarantees of $0.7 million and $0.6 million at March 29, 2014 and June 29, 2013, respectively. These guarantees are secured with a protective letter of credit issued by the Company to Citibank. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 29, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
9. COMMITMENTS AND CONTINGENCIES | |
Litigation | |
Under the contract for the Nitram acquisition, the Company has certain rights to indemnification from the selling stockholders for claims relating to breach of representations and certain other claims, including litigation costs and damages. Prior to the final escrow payment in October 2009, the Company made claims relating to environmental matters and indemnification for breach of representations and warranties in the Nitram purchase agreement, totaling approximately $2.0 million. Of this amount, $1.4 million was not released from escrow. This amount represents the Company’s claims, less the deductible of $0.6 million. The sellers have objected to the claims made by the Company and the parties are currently negotiating the claims. The Company does not currently believe it will have additional losses or claims against the former Nitram stockholders that are in excess of the amounts already claimed or accrued. | |
From time to time the Company is involved in various litigation matters arising in the ordinary course of its business. The Company accrues for its litigation contingencies when losses are both probable and reasonably estimable. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
STOCK-BASED COMPENSATION | ' | ||||||||||||||||
10. STOCK-BASED COMPENSATION | |||||||||||||||||
The following information represents the Company’s grants of stock-based compensation to employees and directors during the nine months ended March 29, 2014 and March 30, 2013 (in thousands, except share amounts): | |||||||||||||||||
Nine months ended | |||||||||||||||||
March 29, | March 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Grant Type | Number | Fair Value | Number | Fair Value | |||||||||||||
of Shares | of Grant | of Shares | of Grant | ||||||||||||||
Granted | Granted | ||||||||||||||||
Stock to directors | 40,430 | $ | 300 | 36,000 | $ | 291 | |||||||||||
Restricted stock awards | 101,410 | 752 | 110,377 | 894 | |||||||||||||
Restricted stock units | 77,460 | 575 | — | — | |||||||||||||
The stock granted to the members of the Board of Directors vested upon grant, therefore the fair value amount was recognized as expense at the time of grant. The compensation expense for the restricted stock awards granted to officers and other employees in fiscal year 2014 is recognized over a three-year vesting period whereas the awards granted to such persons in fiscal year 2013 are recognized over a four-year vesting period. The compensation expense is based on the fair value of the awards on the grant date, net of forfeitures. | |||||||||||||||||
In July 2013, the Company also awarded restricted stock units (“RSUs”), which are subject to both service and performance conditions, to some of the officers of the Company. The fair value of the RSUs is based on the probability of the performance condition being achieved on the date of grant. The actual number of shares that are eligible to vest is determined based on the Company’s performance during the performance period, which is a year from the date of grant, against established metrics and could range from 0% to 200% of the number of units originally granted. The RSUs that are issuable based on the one year performance period cliff vest on the third anniversary of the grant date subject to the continued employment of the grantee. The Company recognizes compensation expense for the RSUs based upon management’s determination of the potential likelihood of achievement of the performance conditions at each reporting date in fiscal 2014, net of estimated forfeitures. | |||||||||||||||||
The Company recognized $0.8 million and $0.5 million of stock-based compensation expense in the nine months ended March 29, 2014 and March 30, 2013, respectively. For the three months ended March 29, 2014 and March 30, 2013, the Company recognized $0.2 million and $0.1 million, respectively, of stock-based compensation expense. |
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||
11. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||
The Company has entered into interest rate swap agreements that effectively convert the interest rates on the long-term debt issued under the Senior Credit facility from floating to fixed rates. The following table summarizes the interest rate agreements in effect as of March 29, 2014 (in thousands): | |||||||||||||||||
Fixed Interest Rate | Expiration Date | Notional Amounts | |||||||||||||||
1.95% | September 30, 2022 | $ | 9,000 | ||||||||||||||
1.50% | September 30, 2019 | 1,000 | |||||||||||||||
The swap agreements are recorded as an asset or liability in the Consolidated Balance Sheets at fair value, with the change in fair value recorded as interest expense within the Consolidated Statements of Operations. | |||||||||||||||||
The Company is exposed to market risk under these arrangements due to the possibility of interest rates on the term loans under the Credit Agreement declining below the rates in the interest rate swap agreements. Credit risk under these arrangements is believed to be remote as the counterparty to the interest rate swap agreements is a major financial institution. However, if the counterparty becomes unable to fulfill its obligations to the Company, the financial benefits of the arrangements may not be realized. | |||||||||||||||||
The derivatives recorded at fair value in the Company’s Consolidated Balance Sheets were (in thousands): | |||||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||||
March 29, | June 29, | March 30, | June 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest rate swap contracts | $ | 61 | $ | 160 | $ | — | $ | — | |||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. | |||||||||||||||||
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. | ||||||||||||||||
• | Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. | ||||||||||||||||
• | Level 3 — Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. | ||||||||||||||||
A summary of derivative assets and liabilities measured at fair value on a recurring basis is as follows (in thousands): | |||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
as of | |||||||||||||||||
March 29, 2014 | |||||||||||||||||
Asset - Interest rate swap contracts | $ | 61 | $ | — | $ | 61 | $ | — | |||||||||
The fair value of the interest rate swaps is determined based on the notional amounts of the swaps and the forward LIBOR curve relative to the fixed interest rates under the swap agreements. The Company classifies these instruments in Level 2 because quoted market prices can be corroborated utilizing observable benchmark market rates at commonly quoted intervals, observable current and forward commodity market prices on active exchanges, and observable market transactions of spot currency rates and forward currency prices. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
SEGMENT INFORMATION | ' | ||||||||||||||||
12. SEGMENT INFORMATION | |||||||||||||||||
The Company has two reportable segments: Process Products and Environmental Systems. The Process Products segment produces various types of separation and filtration equipment used for removing liquids and solids from gases and air. The segment also includes industrial silencing equipment to control noise pollution on a wide range of industrial processes and heat transfer equipment to conserve energy in many industrial processes and in petrochemical processing. The Environmental Systems segment designs, engineers and installs highly efficient systems for combustion modification, fuel conversions and post-combustion nitrogen oxide (NOx) control for both new and existing sources. These environmental control systems are used for air pollution abatement and converting burners to accommodate alternative sources of fuel. System applications include Selective Catalytic Reduction (“SCR”) systems and Selective Non-Catalytic Reduction (“SNCR”) systems. The financial results of the CCA acquisition will be included in the Environmental Systems segment in future periods (see Note 2). | |||||||||||||||||
The Company allocates all costs associated with the manufacture, sale and design of its products to the appropriate segment. Segment profit and loss is based on revenue less direct expenses of the segment before general and administrative expenses. The Company does not allocate general and administrative expenses, assets, or expenditures for assets on a segment basis for internal management reporting, therefore, this information is not presented. Segment information and reconciliation to operating income (loss) for the three and nine months ended March 29, 2014 and March 30, 2013 are presented below (in thousands). | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
March 29, | March 30, | March 29, | March 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue: | |||||||||||||||||
Process Products | $ | 24,170 | $ | 27,397 | $ | 72,937 | $ | 84,592 | |||||||||
Environmental Systems | 8,103 | 7,573 | 18,021 | 14,807 | |||||||||||||
$ | 32,273 | $ | 34,970 | $ | 90,958 | $ | 99,399 | ||||||||||
Operating income (loss): | |||||||||||||||||
Process Products | $ | 24 | $ | 3,593 | $ | 4,063 | $ | 13,679 | |||||||||
Environmental Systems | 1,803 | 1,541 | 4,064 | 2,671 | |||||||||||||
Corporate and other unallocated expenses | (5,444 | ) | (4,112 | ) | (14,979 | ) | (14,008 | ) | |||||||||
$ | (3,617 | ) | $ | 1,022 | $ | (6,852 | ) | $ | 2,342 | ||||||||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation | |||||||||
The accompanying unaudited consolidated financial statements of PMFG, Inc. and subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. References to “Company,” “we,” “us” and “our” refer to PMFG, Inc. and its subsidiaries. The consolidated financial statements of the Company as of March 29, 2014 and for the three and nine months ended March 29, 2014 and March 30, 2013 are unaudited and, in the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of the Company for the interim periods have been included and are of a normal recurring nature. The results of operations for such interim periods are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the fiscal year ended June 29, 2013. | |||||||||
Each of the Company’s interim reporting periods ends on the Saturday closest to the last day of the corresponding quarterly calendar period. References to “fiscal 2014” and “fiscal 2013” refer to fiscal years ended June 28, 2014 and June 29, 2013, respectively. The third quarters of fiscal 2014 and fiscal 2013 ended on March 29, 2014 and March 30, 2013, respectively | |||||||||
Basis of Consolidation | ' | ||||||||
Basis of Consolidation | |||||||||
The Company’s financial statements for all periods presented are consolidated to include the accounts of all wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The Company is the majority owner of Peerless Propulsys China Holdings LLC (“Peerless Propulsys”). The Company’s 60% equity investment in Peerless Propulsys entitles it to 80% of the earnings of Peerless Propulsys. Peerless Propulsys is the sole owner of Peerless China Manufacturing Co. Ltd. (“PCMC”), formerly known as Peerless Manufacturing (Zhenjiang) Co. Ltd. The non-controlling interest of Peerless Propulsys is reported as a separate component on the Consolidated Balance Sheets and Consolidated Statements of Operations. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash balances, including restricted cash, held within and outside the United States are as follows (in thousands): | |||||||||
March 29, | |||||||||
2014 | |||||||||
Domestic | $ | 23,090 | |||||||
International | 24,402 | ||||||||
$ | 47,492 | ||||||||
The Company maintains cash balances in bank accounts that normally exceed Federal Deposit Insurance Corporation insured limits. As of March 29, 2014, cash held in banks in the United States exceeded federally insured limits by $21.2 million. The Company has not experienced any losses related to this cash concentration. | |||||||||
The Company had restricted cash balances of $4.9 million and $5.0 million as of March 29, 2014 and June 29, 2013, respectively. Foreign restricted cash balances were $4.9 million and $4.7 million as of March 29, 2014 and June 29, 2013, respectively. Cash balances were restricted to collateralize letters of credit and financial institution guarantees issued in the ordinary course of business. | |||||||||
Accounts Receivable | ' | ||||||||
Accounts Receivable | |||||||||
The Company’s accounts receivable are due from companies in various industries. Credit is extended based on an evaluation of the customer’s financial condition. Generally, collateral is not required. Accounts receivable are generally due within 30 days and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts outstanding longer than contractual payment terms are considered past due. | |||||||||
The Company records an allowance for doubtful accounts based on a specific identification, taking into consideration a number of factors, including the length of time the accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company and the condition of the industry and the economy as a whole. The Company writes off accounts receivable when they are deemed to be uncollectible. Payments subsequently received on such receivables are credited to the allowance for doubtful accounts in the period the payment is received. | |||||||||
Changes in the Company’s allowance for doubtful accounts are as follows (in thousands): | |||||||||
Nine months ended | |||||||||
March 29, | March 30, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | 300 | $ | 650 | |||||
Bad debt expense | 64 | 1,008 | |||||||
Acquired - CCA | 26 | — | |||||||
Accounts written off | (80 | ) | (1,358 | ) | |||||
Balance at end of period | $ | 310 | $ | 300 | |||||
Inventories | ' | ||||||||
Inventories | |||||||||
The Company values its inventories using the lower of weighted average cost or market. The Company regularly reviews the value of inventories on hand, using specific aging categories, and records a provision for obsolete and slow-moving inventory based on historical and estimated future usage. In assessing the ultimate realization of its inventory, the Company is required to make judgments as to future demand requirements. As actual future demand or market conditions may vary from those projected by the Company, adjustments to inventory valuations may be required. | |||||||||
Property, Plant and Equipment | ' | ||||||||
Property, Plant and Equipment | |||||||||
Depreciation of property, plant and equipment is calculated using the straight-line method over a period considered adequate to depreciate the total cost over the useful lives of the assets, as follows: | |||||||||
Buildings and improvements | 5 - 40 years | ||||||||
Equipment | 3 - 10 years | ||||||||
Furniture and fixtures | 3 - 15 years | ||||||||
Routine maintenance costs are expensed as incurred. Major improvements that extend the life, increase the capacity or improve the safety or the efficiency of property owned are capitalized. Major improvements to leased buildings are capitalized as leasehold improvements and amortized over the shorter of the estimated life or the remaining lease term. | |||||||||
Long-Lived Assets | ' | ||||||||
Long-Lived Assets | |||||||||
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and exceeds its fair value. If conditions indicate an asset might be impaired, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. The impairment would be measured by the amount by which the asset exceeds its fair value, typically represented by the discounted cash flows associated with the asset. | |||||||||
Goodwill and Other Intangible Assets | ' | ||||||||
Goodwill and Other Intangible Assets | |||||||||
Goodwill represents the difference between the purchase price and the fair value of the net assets acquired upon acquisition. Goodwill is not amortized, however, it is measured at the reporting unit level to test for impairment annually, in the fourth quarter, or more frequently if conditions indicate an earlier review is necessary. A discounted future cash flow analysis is primarily used to determine whether impairment exists. If the fair value of a reporting unit is less than the carrying amount, then the Company writes down goodwill to its estimated fair value. | |||||||||
Intangible assets subject to amortization include licensing agreements, customer relationships and acquired sales order backlog. These intangible assets are amortized over their estimated useful lives based on a pattern in which the economic benefit of the respective intangible asset is realized. Intangible assets considered to have indefinite lives include trade names and design guidelines. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
Fair Value of Financial Instruments | |||||||||
The carrying amounts of cash and cash equivalents, trade receivables, other current assets, accounts payable and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying amount of the Company’s debt approximates fair value as the debt bears interest at floating market rates. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
The Company recognizes revenue, net of sales taxes, from product sales or services provided when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured. | |||||||||
The Company provides certain products under long-term, generally fixed-priced, contracts that may extend over multiple financial periods, where revenue and cost of sales are recognized in accordance with accounting rules relating to construction-type and production-type contracts. Amounts recognized in revenue are calculated using the percentage of cost completed (i.e., cumulative cost incurred to date in comparison to the estimated total cost at completion). This method requires the Company to make estimates regarding the total costs of the project at completion, which impacts the amount of gross margin the Company recognizes in each reporting period. Changes in estimated total costs are reflected in the computation of percentage-of-completion when such changes are identified and can be reasonably estimated. Change orders affecting the contract amount are considered only after receipt of a legally binding agreement. Incremental costs related to change orders are included in the estimate of total costs upon the earlier of receipt of the change order or the Company’s committed purchase obligation. The percentage-of-completion method generally results in the recognition of reasonably consistent profit margins over the life of a contract. | |||||||||
Many of our customer contracts define events of default related to product performance and/or timing of delivery, as well as remedies for such events of default. Anticipated events of default and estimated remedies, such as those provided under liquidated damages clauses, are accounted for as reductions in revenue in the period in which the potential default is first identified and the damages can be reasonably estimated. Historically, the impact of liquidated damages has not been material to the Company’s consolidated financial position, results of operations, or cash flows. Anticipated losses on percentage-of-completion contracts are recorded in full in the period in which they become evident. | |||||||||
Cumulative revenue recognized may be less or greater than cumulative costs and profits billed at any point during a contract’s term. The resulting difference is recognized as “costs and earnings in excess of billings on uncompleted contracts” or “billings in excess of costs and earnings on uncompleted contracts” on the Consolidated Balance Sheets. | |||||||||
Contracts that are considered short-term in nature and require less product customization are accounted for under the completed contract method. Revenue under the completed contract method is recognized upon shipment of the product. | |||||||||
Pre-contract, Start-up and Commissioning Costs | ' | ||||||||
Pre-contract, Start-up and Commissioning Costs | |||||||||
The Company does not consider the realization of any individual sales order as probable prior to order acceptance. Therefore, pre-contract costs incurred prior to sales order acceptance are included as a component of operating expenses when incurred. Some of the Company’s contracts require the installation and placing in service of the product after it is distributed to the end user. The costs of start-up and commissioning and the related revenue associated with the relevant percentage of completion of these projects are recognized in the period incurred. | |||||||||
Warranty Costs | ' | ||||||||
Warranty Costs | |||||||||
The Company provides warranties for specific products during a defined period of time, generally less than 18 months after shipment of the product. Warranties cover the failure of a product to perform after it has been placed in service. The Company reserves for estimated future warranty costs in the period in which the revenue is recognized based on historical experience, expectation of future conditions, and the extent of concurrent supplier warranties in place. Warranty costs are included in “cost of goods sold” in the Consolidated Statements of Operations. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
The Company utilizes the asset and liability approach in its reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax related interest and penalties are included in income tax expense. The Company recognizes in its financial statements the impact of a tax position taken or expected to be taken in a tax return, if that position is “more likely than not” of being sustained upon examination by the relevant taxing authority, based on the technical merits of the position. | |||||||||
The Company is required to estimate income taxes in each jurisdiction in which it operates. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In the event that actual results differ from these estimates, the Company’s provision for income taxes could be materially impacted. | |||||||||
For the nine months ended March 29, 2014, income tax expense was 3.0% of the loss before income taxes. The rate varies from the statutory rate because of the blend of taxable income in some state and foreign taxing jurisdictions and permanent differences and taxable losses in the United States for which no tax benefit has been recognized. At March 29, 2014, the Company had $5.1 million of operating loss carry forwards primarily in the United States available for carryover to future periods, subject to certain limitations and expiring beginning in fiscal 2032. A valuation allowance of $1.3 million has been established to reduce the computed benefits to the estimated future realization of the tax related benefit. | |||||||||
Earnings (Loss) Per Common Share | ' | ||||||||
Earnings (Loss) Per Common Share | |||||||||
The Company calculates earnings (loss) per common share by dividing the earnings (loss) applicable to PMFG, Inc. stockholders by the weighted average number of common shares outstanding. Diluted earnings per common share include the dilutive effect of stock options, restricted stock units and warrants granted using the treasury stock method. For the three and nine months ended March 29, 2014, 72,339 restricted stock units with performance and service based restrictions were omitted from the calculation of dilutive securities because they were anti-dilutive. Options to acquire 37,200 shares of common stock were omitted from the calculation of dilutive securities for the three and nine months ended March 29, 2014 because they were anti-dilutive. Warrants to acquire 839,063 shares of common stock were omitted from the calculation of dilutive securities for the three and nine months ended March 29, 2014 and the three and nine months ended March 30, 2013 because they were anti-dilutive. The warrants entitle the holders to purchase common stock for $10.56 per share, through a cashless exercise. The warrants expire on September 4, 2014. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Cash Balances Including Restricted Cash | ' | ||||||||
Cash balances, including restricted cash, held within and outside the United States are as follows (in thousands): | |||||||||
March 29, | |||||||||
2014 | |||||||||
Domestic | $ | 23,090 | |||||||
International | 24,402 | ||||||||
$ | 47,492 | ||||||||
Allowance for Doubtful Accounts | ' | ||||||||
Changes in the Company’s allowance for doubtful accounts are as follows (in thousands): | |||||||||
Nine months ended | |||||||||
March 29, | March 30, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | 300 | $ | 650 | |||||
Bad debt expense | 64 | 1,008 | |||||||
Acquired - CCA | 26 | — | |||||||
Accounts written off | (80 | ) | (1,358 | ) | |||||
Balance at end of period | $ | 310 | $ | 300 | |||||
Depreciation of Property, Plant and Equipment | ' | ||||||||
Depreciation of property, plant and equipment is calculated using the straight-line method over a period considered adequate to depreciate the total cost over the useful lives of the assets, as follows: | |||||||||
Buildings and improvements | 5 - 40 years | ||||||||
Equipment | 3 - 10 years | ||||||||
Furniture and fixtures | 3 - 15 years |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Summary of Consideration Paid for Acquisition | ' | ||||||||||||||||
The following table summarizes the consideration paid for the acquisition and presents the preliminary allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the respective acquisition dates. This allocation requires the significant use of estimates and is based on the information that was available to management at the time these condensed consolidated financial statements were prepared. | |||||||||||||||||
Current assets | $ | 2,444 | |||||||||||||||
Property, plant and equipment | 325 | ||||||||||||||||
Identifiable intangible assets | 2,760 | ||||||||||||||||
Goodwill | 5,490 | ||||||||||||||||
Total assets acquired | $ | 11,019 | |||||||||||||||
Current liabilities | $ | (2,128 | ) | ||||||||||||||
Net assets acquired | $ | 8,891 | |||||||||||||||
Summary of Unaudited Proforma Information | ' | ||||||||||||||||
The following unaudited pro forma information has been provided for illustrative purposes only and is not necessarily indicative of results that would have occurred had the acquisition been in effect for the periods presented, nor are they necessarily indicative of future results. | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
March 29, | March 30, | March 29, | March 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue | $ | 34,973 | $ | 38,270 | $ | 100,557 | $ | 108,099 | |||||||||
Net income (loss) | (2,968 | ) | 789 | (7,162 | ) | 1,588 | |||||||||||
Net income (loss) attributable to PMFG, Inc | (2,985 | ) | 637 | (7,279 | ) | 1,004 | |||||||||||
Basic earnings per common share | $ | (0.14 | ) | $ | 0.03 | $ | (0.35 | ) | $ | 0.05 | |||||||
Diluted earnings per common share | $ | (0.14 | ) | $ | 0.03 | $ | (0.35 | ) | $ | 0.05 |
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Principal Components of Inventories | ' | ||||||||
Principal components of inventories are as follows (in thousands): | |||||||||
March 29, | June 29, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 6,676 | 3,729 | ||||||
Work in progress | 4,009 | 2,516 | |||||||
Finished goods | 406 | 493 | |||||||
Acquired - CCA | 88 | — | |||||||
11,179 | 6,738 | ||||||||
Reserve for obsolete and slow-moving inventory | (185 | ) | (250 | ) | |||||
$ | 10,994 | $ | 6,488 |
COSTS_AND_ESTIMATED_EARNINGS_O1
COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS (Tables) | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Contractors [Abstract] | ' | ||||||||
Components of Uncompleted Contracts | ' | ||||||||
The components of uncompleted contracts are as follows (in thousands): | |||||||||
March 29, | June 29, | ||||||||
2014 | 2013 | ||||||||
Costs incurred on uncompleted contracts and estimated earnings | $ | 100,599 | $ | 70,389 | |||||
Less billings to date | (93,499 | ) | (60,122 | ) | |||||
$ | 7,100 | $ | 10,267 | ||||||
Components of Uncompleted Contracts Reflected in Consolidated Balance Sheets | ' | ||||||||
The components of uncompleted contracts are reflected in the Consolidated Balance Sheets as follows (in thousands): | |||||||||
March 29, | June 29, | ||||||||
2014 | 2013 | ||||||||
Costs and earnings in excess of billings on uncompleted contracts | $ | 19,119 | $ | 16,544 | |||||
Billings in excess of costs and earnings on uncompleted contracts | (12,019 | ) | (6,277 | ) | |||||
$ | 7,100 | $ | 10,267 |
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||
Summary of Activity and Balances Related to Goodwill | ' | ||||||||||||||||||||||||||
The following table shows the activity and balances related to goodwill from June 30, 2013 through March 29, 2014 (in thousands): | |||||||||||||||||||||||||||
Balance as of June 29, 2013 | $ | 30,429 | |||||||||||||||||||||||||
Goodwill acquired: | |||||||||||||||||||||||||||
Preliminary allocation of purchase price related to CCA | 5,490 | ||||||||||||||||||||||||||
Balance as of March 29, 2014 | $ | 35,919 | |||||||||||||||||||||||||
Acquisition-Related Intangible Assets | ' | ||||||||||||||||||||||||||
Acquisition-related intangible assets are as follows (in thousands): | |||||||||||||||||||||||||||
Weighted | Gross Value | Accumulated | Net Book | Gross Value | Accumulated | Net Book | |||||||||||||||||||||
Average | March 29, 2014 | Amortization | Value | June 29, 2013 | Amortization | Value | |||||||||||||||||||||
Estimated | March 29, 2014 | June 29, 2013 | |||||||||||||||||||||||||
Useful Life | |||||||||||||||||||||||||||
(Years) | |||||||||||||||||||||||||||
Design guidelines | Indefinite | $ | 8,290 | $ | — | $ | 8,290 | $ | 6,940 | $ | — | $ | 6,940 | ||||||||||||||
Customer relationships | 8 | 8,840 | (3,925 | ) | $ | 4,915 | 7,940 | (3,429 | ) | 4,511 | |||||||||||||||||
Trade names | Indefinite | 5,179 | — | $ | 5,179 | 4,729 | — | 4,729 | |||||||||||||||||||
Backlog | 0.5 | 60 | — | $ | 60 | — | — | — | |||||||||||||||||||
$ | 22,369 | $ | (3,925 | ) | $ | 18,444 | $ | 19,609 | $ | (3,429 | ) | $ | 16,180 | ||||||||||||||
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense | ' | ||||||||||||||||||||||||||
Estimated aggregate finite-lived intangible asset amortization expense for the next five years is as follows (in thousands): | |||||||||||||||||||||||||||
Fiscal Year | |||||||||||||||||||||||||||
2014 | $ | 713 | |||||||||||||||||||||||||
2015 | 705 | ||||||||||||||||||||||||||
2016 | 600 | ||||||||||||||||||||||||||
2017 | 599 | ||||||||||||||||||||||||||
2018 | 594 |
ACCRUED_PRODUCT_WARRANTIES_Tab
ACCRUED PRODUCT WARRANTIES (Tables) | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Guarantees [Abstract] | ' | ||||||||
Accrued Product Warranty Activity | ' | ||||||||
Accrued product warranty activity is as follows (in thousands): | |||||||||
Nine months ended | |||||||||
March 29, | March 30, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | 2,241 | $ | 2,615 | |||||
Provision for warranty expenses | 726 | 1,666 | |||||||
Acquired - CCA | 200 | — | |||||||
Warranty charges | (705 | ) | (1,466 | ) | |||||
Balance at end of period | $ | 2,462 | $ | 2,815 |
ACCRUED_LIABILITIES_AND_OTHER_
ACCRUED LIABILITIES AND OTHER (Tables) | 9 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Components of Accrued Liabilities and Other | ' | ||||||||
The components of accrued liabilities and other are as follows (in thousands): | |||||||||
March 29, | June 29, | ||||||||
2014 | 2013 | ||||||||
Accrued start-up and commissioning expense | $ | 230 | $ | 230 | |||||
Accrued compensation | 2,574 | 2,393 | |||||||
Accrued professional expenses | 3,144 | 1,819 | |||||||
Subsidiary short-term debt | 1,610 | — | |||||||
Other | 399 | 944 | |||||||
$ | 7,957 | $ | 5,386 |
DEBT_Tables
DEBT (Tables) | 9 Months Ended | ||||||||||||
Mar. 29, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Outstanding Long-Term Debt Obligations | ' | ||||||||||||
Outstanding long-term debt obligations are as follows (in thousands): | |||||||||||||
March 29, | June 29, | ||||||||||||
Maturities | 2014 | 2013 | |||||||||||
Term loan A | 2019 | $ | 981 | $ | 604 | ||||||||
Term loan B | 2022 | 9,466 | 8,115 | ||||||||||
Subsidiary loan | 2017 | 6,923 | — | ||||||||||
Total long-term debt | 17,370 | 8,719 | |||||||||||
Less current maturites | (2,210 | ) | — | ||||||||||
Total long-term debt, net of current portion | $ | 15,160 | $ | 8,719 |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Grants of Stock-Based Compensation to Employees and Directors | ' | ||||||||||||||||
The following information represents the Company’s grants of stock-based compensation to employees and directors during the nine months ended March 29, 2014 and March 30, 2013 (in thousands, except share amounts): | |||||||||||||||||
Nine months ended | |||||||||||||||||
March 29, | March 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Grant Type | Number | Fair Value | Number | Fair Value | |||||||||||||
of Shares | of Grant | of Shares | of Grant | ||||||||||||||
Granted | Granted | ||||||||||||||||
Stock to directors | 40,430 | $ | 300 | 36,000 | $ | 291 | |||||||||||
Restricted stock awards | 101,410 | 752 | 110,377 | 894 | |||||||||||||
Restricted stock units | 77,460 | 575 | — | — |
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of Various Interest Rate Agreements | ' | ||||||||||||||||
The following table summarizes the interest rate agreements in effect as of March 29, 2014 (in thousands): | |||||||||||||||||
Fixed Interest Rate | Expiration Date | Notional Amounts | |||||||||||||||
1.95% | September 30, 2022 | $ | 9,000 | ||||||||||||||
1.50% | September 30, 2019 | 1,000 | |||||||||||||||
Derivatives Recorded at Fair Value in Consolidated Balance Sheets | ' | ||||||||||||||||
The derivatives recorded at fair value in the Company’s Consolidated Balance Sheets were (in thousands): | |||||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||||
March 29, | June 29, | March 30, | June 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest rate swap contracts | $ | 61 | $ | 160 | $ | — | $ | — | |||||||||
Summary of Derivative Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
A summary of derivative assets and liabilities measured at fair value on a recurring basis is as follows (in thousands): | |||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
as of | |||||||||||||||||
March 29, 2014 | |||||||||||||||||
Asset - Interest rate swap contracts | $ | 61 | $ | — | $ | 61 | $ | — |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Information and Reconciliation to Operating Income (Loss) | ' | ||||||||||||||||
Segment information and reconciliation to operating income (loss) for the three and nine months ended March 29, 2014 and March 30, 2013 are presented below (in thousands). | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
March 29, | March 30, | March 29, | March 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue: | |||||||||||||||||
Process Products | $ | 24,170 | $ | 27,397 | $ | 72,937 | $ | 84,592 | |||||||||
Environmental Systems | 8,103 | 7,573 | 18,021 | 14,807 | |||||||||||||
$ | 32,273 | $ | 34,970 | $ | 90,958 | $ | 99,399 | ||||||||||
Operating income (loss): | |||||||||||||||||
Process Products | $ | 24 | $ | 3,593 | $ | 4,063 | $ | 13,679 | |||||||||
Environmental Systems | 1,803 | 1,541 | 4,064 | 2,671 | |||||||||||||
Corporate and other unallocated expenses | (5,444 | ) | (4,112 | ) | (14,979 | ) | (14,008 | ) | |||||||||
$ | (3,617 | ) | $ | 1,022 | $ | (6,852 | ) | $ | 2,342 | ||||||||
Recovered_Sheet1
Significant Accounting Policies - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 29, 2014 | Jun. 29, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | |
Restricted stock units [Member] | Restricted stock units [Member] | Stock Options [Member] | Stock Options [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Maximum [Member] | Peerless Propulsys [Member] | |||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity method investment, ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% |
Equity investment entitles to earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% |
Maturity of liquid investments purchased | 'Three months or less | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash held in banks in the United States exceeding federally insured limits | $21,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash balances | 4,919,000 | 5,029,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign restricted cash balances | 4,900,000 | 4,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivables due date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' |
Period of product warranty | 'Less than 18 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of income tax expense on loss before income tax | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating loss carry forwards | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating loss carry forwards, Expiration date | 1-Jul-32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating loss carry forwards, Valuation allowance | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unremitted foreign earnings considered indefinitely reinvested | ' | $10,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive securities omitted from computation of earnings per common share calculation | ' | ' | 72,339 | 72,339 | 37,200 | 37,200 | 839,063 | 839,063 | 839,063 | 839,063 | ' | ' |
Common stock per share value | $0.01 | $0.01 | ' | ' | ' | ' | $10.56 | ' | $10.56 | ' | ' | ' |
Warrants expiration date | 4-Sep-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash_Balances_Including_Restri
Cash Balances Including Restricted Cash (Detail) (USD $) | Mar. 29, 2014 |
In Thousands, unless otherwise specified | |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
Cash balances, including restricted cash | $47,492 |
Domestic [Member] | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
Cash balances, including restricted cash | 23,090 |
International [Member] | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
Cash balances, including restricted cash | $24,402 |
Allowance_for_Doubtful_Account
Allowance for Doubtful Accounts (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Allowance For Doubtful Accounts Receivable Rollforward | ' | ' |
Balance at beginning of period | $300 | $650 |
Bad debt expense | 64 | 1,008 |
Acquired - CCA | 26 | ' |
Accounts written off | -80 | -1,358 |
Balance at end of period | $310 | $300 |
Depreciation_of_Property_Plant
Depreciation of Property, Plant and Equipment (Detail) | 9 Months Ended |
Mar. 29, 2014 | |
Buildings and improvements [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful lives | '40 years |
Buildings and improvements [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful lives | '5 years |
Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful lives | '10 years |
Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful lives | '3 years |
Furniture and fixtures [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful lives | '15 years |
Furniture and fixtures [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful lives | '3 years |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | |||||
Mar. 28, 2014 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Jul. 01, 2012 | |
Minimum [Member] | Maximum [Member] | Combustion Components Associates, Inc [Member] | Pro Forma [Member] | ||||||
Acquisitions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Price | $8,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Additional cash consideration percentage on value of binding purchase orders | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired intangible assets | ' | 2,800,000 | ' | 2,800,000 | ' | ' | ' | ' | ' |
Amortization Period Of Intangible Assets | ' | ' | ' | ' | ' | '6 months | '10 years | ' | ' |
Amortization expense related to intangible assets | ' | 0 | 300,000 | 500,000 | 800,000 | ' | ' | 0 | ' |
Pro forma acquisition related cost | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 |
Acquisition related cost | ' | $576,000 | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Consideration_Paid_
Summary of Consideration Paid for the Acquisition (Detail) (USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, unless otherwise specified | ||
Intangible Assets And Goodwill [Line Items] | ' | ' |
Goodwill | $35,919 | $30,429 |
Combustion Components Associates, Inc [Member] | ' | ' |
Intangible Assets And Goodwill [Line Items] | ' | ' |
Current assets | 2,444 | ' |
Property, plant and equipment | 325 | ' |
Identifiable intangible assets | 2,760 | ' |
Goodwill | 5,490 | ' |
Total assets acquired | 11,019 | ' |
Current liabilities | -2,128 | ' |
Net assets acquired | $8,891 | ' |
Summary_of_Unaudited_Proforma_
Summary of Unaudited Proforma Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Revenue | $34,973 | $38,270 | $100,557 | $108,099 |
Net income (loss) | -2,968 | 789 | -7,162 | 1,588 |
Net income (loss) attributable to PMFG, Inc | ($2,985) | $637 | ($7,279) | $1,004 |
Basic earnings per common share | ($0.14) | $0.03 | ($0.35) | $0.05 |
Diluted earnings per common share | ($0.14) | $0.03 | ($0.35) | $0.05 |
Principal_Components_of_Invent
Principal Components of Inventories (Detail) (USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $6,676 | $3,729 |
Work in progress | 4,009 | 2,516 |
Finished goods | 406 | 493 |
Acquired - CCA | 88 | ' |
Inventory, Gross, Total | 11,179 | 6,738 |
Reserve for obsolete and slow-moving inventory | -185 | -250 |
Inventories, net | $10,994 | $6,488 |
Components_of_Uncompleted_Cont
Components of Uncompleted Contracts (Detail) (USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, unless otherwise specified | ||
Contractors [Abstract] | ' | ' |
Costs incurred on uncompleted contracts and estimated earnings | $100,599 | $70,389 |
Less billings to date | -93,499 | -60,122 |
Total uncompleted contracts | $7,100 | $10,267 |
Components_of_Uncompleted_Cont1
Components of Uncompleted Contracts Reflected in Consolidated Balance Sheets (Detail) (USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, unless otherwise specified | ||
Contractors [Abstract] | ' | ' |
Costs and earnings in excess of billings on uncompleted contracts | $19,119 | $16,544 |
Billings in excess of costs and earnings on uncompleted contracts | -12,019 | -6,277 |
Total uncompleted contracts | $7,100 | $10,267 |
Summary_of_Activity_and_Balanc
Summary of Activity and Balances Related to Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 29, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Goodwill beginning balance | $30,429 |
Preliminary allocation of purchase price related to CCA | 5,490 |
Goodwill ending balance | $35,919 |
AcquisitionRelated_Intangible_
Acquisition-Related Intangible Assets (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Jun. 29, 2013 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total Gross Value | $22,369 | $19,609 |
Accumulated Amortization | -3,925 | -3,429 |
Total Net Book Value | 18,444 | 16,180 |
Customer relationships [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Estimated Useful Life | '8 years | ' |
Finite Gross Value | 8,840 | 7,940 |
Accumulated Amortization | -3,925 | -3,429 |
Finite Net Book Value | 4,915 | 4,511 |
Backlog [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Estimated Useful Life | '6 months | ' |
Finite Gross Value | 60 | ' |
Finite Net Book Value | 60 | ' |
Design guidelines [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Indefinite Gross Value | 8,290 | 6,940 |
Indefinite Net Book Value | 8,290 | 6,940 |
Trade names [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Indefinite Gross Value | 5,179 | 4,729 |
Indefinite Net Book Value | $5,179 | $4,729 |
Recovered_Sheet2
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense | $0 | $0.30 | $0.50 | $0.80 |
Estimated_Aggregate_FiniteLive
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense (Detail) (USD $) | Mar. 29, 2014 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2014 | $713 |
2015 | 705 |
2016 | 600 |
2017 | 599 |
2018 | $594 |
Accrued_Product_Warranty_Activ
Accrued Product Warranty Activity (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Guarantees [Abstract] | ' | ' |
Balance at beginning of period | $2,241 | $2,615 |
Provision for warranty expenses | 726 | 1,666 |
Acquired - CCA | 200 | ' |
Warranty charges | -705 | -1,466 |
Balance at end of period | $2,462 | $2,815 |
Components_of_Accrued_Liabilit
Components of Accrued Liabilities and Other (Detail) (USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Accrued start-up and commissioning expense | $230 | $230 |
Accrued compensation | 2,574 | 2,393 |
Accrued professional expenses | 3,144 | 1,819 |
Subsidiary short-term debt | 1,610 | ' |
Other | 399 | 944 |
Accrued liabilities and other | $7,957 | $5,386 |
Recovered_Sheet3
Accrued Liabilities and Other - Additional Information (Detail) | 9 Months Ended | |
In Millions, unless otherwise specified | Mar. 29, 2014 | Mar. 29, 2014 |
USD ($) | JPY (¥) | |
Payables And Accruals [Abstract] | ' | ' |
Short-term borrowings | $1.60 | ¥ 10 |
Interest rate on borrowings | 6.60% | 6.60% |
Maturity date of borrowing | '2014-07 | '2014-07 |
Outstanding_LongTerm_Debt_Obli
Outstanding Long-Term Debt Obligations (Detail) (USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | $17,370 | $8,719 |
Less current maturities | 2,210 | ' |
Total long-term debt, net of current portion | 15,160 | 8,719 |
Term loan A [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, maturity year | '2019 | ' |
Total long-term debt | 981 | 604 |
Term loan B [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, maturity year | '2022 | ' |
Total long-term debt | 9,466 | 8,115 |
Subsidiary loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, maturity year | '2017 | ' |
Total long-term debt | $6,923 | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | |||||||||||||||||||||||||
Mar. 29, 2014 | Jun. 29, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Jul. 31, 2013 | Jul. 31, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Jun. 29, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Jun. 29, 2013 | Jun. 29, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Jun. 29, 2013 | Jun. 29, 2013 | Mar. 29, 2014 | Jun. 29, 2013 | Mar. 29, 2014 | Sep. 28, 2012 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Jun. 29, 2013 | Sep. 28, 2012 | Mar. 29, 2014 | Jun. 29, 2013 | Sep. 28, 2012 | |
USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Libor Plus [Member] | Federal Reserve System Plus [Member] | China Subsidiary [Member] | China Subsidiary [Member] | China Subsidiary [Member] | China Subsidiary [Member] | China Subsidiary [Member] | German Subsidiary Debenture [Member] | German Subsidiary Debenture [Member] | German Subsidiary Debenture [Member] | German Subsidiary Debenture [Member] | U.K. Subsidiary Debenture [Member] | U.K. Subsidiary Debenture [Member] | U.K. Subsidiary Debenture [Member] | U.K. Subsidiary Debenture [Member] | Singapore Subsidiary Debenture [Member] | Singapore Subsidiary Debenture [Member] | Senior Secured Credit Agreement [Member] | Senior Secured Credit Agreement [Member] | Letter of Credit [Member] | Warranty Related Letter Of Credit [Member] | Term loan A [Member] | Term loan A [Member] | Term loan A [Member] | Term loan B [Member] | Term loan B [Member] | Term loan B [Member] | |
USD ($) | JPY (¥) | USD ($) | JPY (¥) | USD ($) | USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | GBP (£) | USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
New credit facility borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,000,000 | ' | ' | ' | ' | $2,000,000 | ' | ' | $10,000,000 |
Maturity period of revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Sep-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of eligible accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of eligible inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cash in special collateral account | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% | 30.00% | ' | ' | ' | ' | ' | ' |
Outstanding borrowings under revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | 3,200,000 | 3,500,000 | 2,700,000 | 7,800,000 | 4,700,000 | 6,800,000 | 4,400,000 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing availability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum interest rate protection | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis point based on CFD ratio | ' | ' | 0.00% | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective reserve rate | ' | ' | ' | ' | 2.00% | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, interest rate description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Interest on all loans must generally be paid quarterly. Interest rates on term loans use floating rates plus 1/2 of 1% up to 2%, plus a margin of between 0 to 75 basis points based upon the Company's consolidated funded debt to consolidated EBITDA for the trailing four consecutive fiscal quarters. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated total leverage ratio | ' | ' | ' | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt service coverage ratio | ' | ' | 1.00% | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditure limit for new manufacturing facility in China | 12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other capital expenditure | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenditure limit under credit agreement | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash in special collateral account | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding under the credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' |
Loan commitment amount | ' | ' | ' | ' | ' | ' | 7,200,000 | 45,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing amount outstanding | 17,370,000 | 8,719,000 | ' | ' | ' | ' | ' | ' | 6,900,000 | 43,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 981,000 | 604,000 | ' | 9,466,000 | 8,115,000 | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 7.20% | 7.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of letters of credit and bank guarantees | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | 600,000 | 6,600,000 | 4,800,000 | 6,200,000 | 4,800,000 | 10,000,000 | 6,000,000 | 9,100,000 | 6,000,000 | 700,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash balances | 4,919,000 | 5,029,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 800,000 | 900,000 | 700,000 | 3,000,000 | 1,800,000 | 3,200,000 | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured restricted cash balances | ' | ' | ' | ' | ' | ' | ' | ' | $800,000 | ' | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Mar. 29, 2014 |
Commitments And Contingencies Disclosure [Abstract] | ' |
Claims against escrow | $2 |
Claims withheld from escrow releases | 1.4 |
Estimated claims deductible | $0.60 |
Grants_of_StockBased_Compensat
Grants of Stock-Based Compensation to Employees and Directors (Detail) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Stock to directors [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares granted | 40,430 | 36,000 |
Fair value of grant | $300 | $291 |
Restricted stock awards [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares granted | 101,410 | 110,377 |
Fair value of grant | 752 | 894 |
Restricted stock units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares granted | 77,460 | ' |
Fair value of grant | $575 | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Mar. 29, 2014 | Mar. 29, 2014 |
Restricted stock units [Member] | Restricted stock units [Member] | Restricted stock units [Member] | Restricted stock awards [Member] | Restricted stock awards [Member] | |||||
Minimum [Member] | Maximum [Member] | Fiscal year 2014 [Member] | Fiscal year 2013 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation vesting period | ' | ' | ' | ' | ' | ' | ' | '3 years | '4 years |
Change in range on the number of units granted | ' | ' | ' | ' | ' | 0.00% | 200.00% | ' | ' |
Share-based compensation performance period | ' | ' | ' | ' | '1 year | ' | ' | ' | ' |
Stock-based compensation | $200 | $100 | $755 | $460 | ' | ' | ' | ' | ' |
Summary_of_Various_Interest_Ra
Summary of Various Interest Rate Agreements (Detail) (Interest Rate Swap [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 29, 2014 |
1.95 % Fixed Interest Rate Due In September 30, 2022 [Member] | ' |
Derivative [Line Items] | ' |
Fixed Interest Rate | 1.95% |
Expiration Date | 30-Sep-22 |
Notional Amounts | $9,000 |
1.50 % Fixed Interest Rate Due In September 30, 2019 [Member] | ' |
Derivative [Line Items] | ' |
Fixed Interest Rate | 1.50% |
Expiration Date | 30-Sep-19 |
Notional Amounts | $1,000 |
Derivatives_Recorded_at_Fair_V
Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Detail) (Interest Rate Swap [Member], USD $) | Mar. 29, 2014 | Jun. 29, 2013 |
In Thousands, unless otherwise specified | ||
Interest Rate Swap [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative Assets | $61 | $160 |
Derivative Liabilities | ' | ' |
Summary_of_Derivative_Assets_a
Summary of Derivative Assets and Liabilities Measured at Fair Value (Detail) (Interest Rate Swap [Member], USD $) | Mar. 29, 2014 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Asset-Interest rate swap contracts | $61 |
Fair Value, Inputs, Level 1 [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Asset-Interest rate swap contracts | ' |
Fair Value, Inputs, Level 2 [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Asset-Interest rate swap contracts | 61 |
Fair Value, Inputs, Level 3 [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Asset-Interest rate swap contracts | ' |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 9 Months Ended |
Mar. 29, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 2 |
Segment_Information_and_Reconc
Segment Information and Reconciliation to Operating Income (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' |
Revenue | $32,273 | $34,970 | $90,958 | $99,399 |
Operating income (loss) | -3,617 | 1,022 | -6,852 | 2,342 |
Operating Segments [Member] | Process Products [Member] | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' |
Revenue | 24,170 | 27,397 | 72,937 | 84,592 |
Operating income (loss) | 24 | 3,593 | 4,063 | 13,679 |
Operating Segments [Member] | Environmental Systems [Member] | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' |
Revenue | 8,103 | 7,573 | 18,021 | 14,807 |
Operating income (loss) | 1,803 | 1,541 | 4,064 | 2,671 |
Corporate and other unallocated expenses [Member] | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' |
Operating income (loss) | ($5,444) | ($4,112) | ($14,979) | ($14,008) |