Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 27, 2015 | Aug. 20, 2015 | Dec. 27, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 27, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PMFG | ||
Entity Registrant Name | PMFG, INC. | ||
Entity Central Index Key | 1,422,862 | ||
Current Fiscal Year End Date | --06-27 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 21,281,290 | ||
Entity Public Float | $ 115.9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 17,549 | $ 27,274 |
Restricted cash | 17,252 | 15,570 |
Accounts receivable - trade, net of allowance for doubtful accounts of $477 and $216, at June 27, 2015 and June 28, 2014, respectively | 32,723 | 26,256 |
Inventories, net | 7,990 | 10,833 |
Costs and earnings in excess of billings on uncompleted contracts | 23,871 | 19,854 |
Income taxes receivable | 13 | |
Deferred income taxes | 359 | 477 |
Other current assets | 3,129 | 4,557 |
Total current assets | 102,873 | 104,834 |
Property, plant and equipment, net | 31,158 | 31,633 |
Intangible assets, net | 10,441 | 11,870 |
Goodwill | 15,799 | 16,076 |
Deferred income taxes | 1,699 | 2,097 |
Other assets | 523 | 713 |
Total assets | 162,493 | 167,223 |
Current liabilities: | ||
Accounts payable | 31,077 | 19,914 |
Current maturities of long-term debt | 11,258 | 2,408 |
Billings in excess of costs and earnings on uncompleted contracts | 8,507 | 8,848 |
Commissions payable | 2,172 | 2,422 |
Income taxes payable | 88 | 463 |
Deferred income taxes | 145 | 304 |
Accrued product warranties | 2,220 | 2,527 |
Customer deposits | 2,358 | 3,129 |
Accrued liabilities and other | 8,981 | 9,710 |
Total current liabilities | 66,806 | 49,725 |
Long-term debt, net of current portion | 2,900 | 14,149 |
Deferred income taxes | 3,426 | 4,157 |
Other non-current liabilities | $ 1,749 | $ 1,720 |
Commitments and contingencies | ||
Preferred stock – authorized, 5,000,000 shares of $0.01 par value; no shares issued and outstanding at June 27, 2015 and June 28, 2014 | ||
Stockholders' equity: | ||
Common stock - authorized, 50,000,000 shares of $0.01 par value; issued and outstanding, 21,281,290 and 21,062,721 shares at June 27, 2015 and June 28, 2014, respectively | $ 213 | $ 211 |
Additional paid-in capital | 98,892 | 97,545 |
Accumulated other comprehensive loss | (3,506) | (587) |
Retained earnings (accumulated deficit) | (13,742) | (5,270) |
Total PFMG, Inc.'s stockholders' equity | 81,857 | 91,899 |
Noncontrolling interest | 5,755 | 5,573 |
Total equity | 87,612 | 97,472 |
Total liabilities and equity | $ 162,493 | $ 167,223 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 477 | $ 216 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
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 | 21,281,290 | 21,062,721 |
Common stock, shares outstanding | 21,281,290 | 21,062,721 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 158,643 | $ 130,650 | $ 133,892 |
Cost of goods sold | 113,046 | 94,754 | 87,092 |
Gross profit | 45,597 | 35,896 | 46,800 |
Operating expenses: | |||
Sales and marketing | 14,719 | 14,610 | 14,353 |
Engineering and project management | 13,094 | 11,181 | 9,406 |
General and administrative | 24,189 | 20,714 | 18,698 |
Loss on impairment of intangibles | 406 | 6,327 | 3,525 |
Loss on impairment of goodwill | 20,304 | ||
Operating expenses, Total | 52,408 | 73,136 | 45,982 |
Operating income (loss) | (6,811) | (37,240) | 818 |
Other income (expense): | |||
Interest income | 80 | 23 | 50 |
Interest expense | (1,748) | (1,668) | (492) |
Loss on extinguishment of debt | (291) | ||
Foreign exchange loss | (905) | (799) | (135) |
Other income (expense), net | 1,682 | 89 | 33 |
Non operating income (expense), Total | (891) | (2,355) | (835) |
Loss before income taxes | (7,702) | (39,595) | (17) |
Income tax benefit (expense) | (520) | 1,277 | (1,471) |
Net loss | (8,222) | (38,318) | (1,488) |
Less net earnings (loss) attributable to noncontrolling interest | 250 | 66 | 592 |
Net loss attributable to PMFG, Inc. | $ (8,472) | $ (38,384) | $ (2,080) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.40) | $ (1.82) | $ (0.10) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss, net of tax | $ (8,222) | $ (38,318) | $ (1,488) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (2,987) | 1,385 | (76) |
Comprehensive loss | (11,209) | (36,933) | (1,564) |
Net income (loss) attributable to noncontrolling interest, net of tax | 250 | 66 | 592 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (68) | (32) | 15 |
Comprehensive income (loss) attributable to noncontrolling interests | 182 | 34 | 607 |
Comprehensive loss attributable to PMFG, Inc. | $ (11,391) | $ (36,967) | $ (2,171) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total PMFG, Inc.'s Stockholders' Equity | Non Controlling Interest |
Beginning Balance at Jun. 30, 2012 | $ 130,886 | $ 208 | $ 96,072 | $ 35,194 | $ (1,913) | $ 129,561 | $ 1,325 |
Beginning Balance, shares at Jun. 30, 2012 | 20,774 | ||||||
Net earnings (loss) | (1,488) | (2,080) | (2,080) | 592 | |||
Foreign currency translation adjustment | (76) | (91) | (91) | 15 | |||
Restricted stock grants | 511 | $ 1 | 510 | 511 | |||
Restricted stock grants (shares) | 143 | ||||||
Stock options exercised | $ 19 | 19 | 19 | ||||
Stock options exercised (shares) | 6,000 | 6 | |||||
Income tax benefit related to stock options exercised | $ 34 | 34 | 34 | ||||
Equity contribution from noncontrolling interest in subsidiary | 2,000 | 2,000 | |||||
Other | $ 1 | (1) | |||||
Other (shares) | 43 | ||||||
Ending Balance at Jun. 29, 2013 | 131,886 | $ 210 | 96,634 | 33,114 | (2,004) | 127,954 | 3,932 |
Ending Balance, shares at Jun. 29, 2013 | 20,966 | ||||||
Net earnings (loss) | (38,318) | (38,384) | (38,384) | 66 | |||
Foreign currency translation adjustment | 1,385 | 1,417 | 1,417 | (32) | |||
Restricted stock grants | 900 | $ 1 | 899 | 900 | |||
Restricted stock grants (shares) | 134 | ||||||
Stock options exercised | $ 12 | 12 | 12 | ||||
Stock options exercised (shares) | 3,000 | 3 | |||||
Equity contribution from noncontrolling interest in subsidiary | $ 1,607 | 1,607 | |||||
Other (shares) | (40) | ||||||
Ending Balance at Jun. 28, 2014 | 97,472 | $ 211 | 97,545 | (5,270) | (587) | 91,899 | 5,573 |
Ending Balance, shares at Jun. 28, 2014 | 21,063 | ||||||
Net earnings (loss) | (8,222) | (8,472) | (8,472) | 250 | |||
Foreign currency translation adjustment | (2,987) | (2,919) | (2,919) | (68) | |||
Restricted stock grants | 1,266 | $ 2 | 1,264 | 1,266 | |||
Restricted stock grants (shares) | 228 | ||||||
Stock options exercised | $ 83 | 83 | 83 | ||||
Stock options exercised (shares) | 20,600 | 21 | |||||
Other (shares) | (31) | ||||||
Ending Balance at Jun. 27, 2015 | $ 87,612 | $ 213 | $ 98,892 | $ (13,742) | $ (3,506) | $ 81,857 | $ 5,755 |
Ending Balance, shares at Jun. 27, 2015 | 21,281 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (8,222) | $ (38,318) | $ (1,488) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,028 | 2,582 | 2,682 |
Loss on impairment of intangibles | 406 | 26,631 | 3,525 |
Stock-based compensation | 1,266 | 900 | 511 |
Excess tax benefit of stock-based compensation | (34) | ||
Bad debt expense | 334 | 57 | 1,184 |
Inventory valuation reserve | (171) | 675 | 66 |
Provision for warranty expense | 1,134 | 1,157 | 1,864 |
Change in fair value of interest rate swap | 11 | 228 | (160) |
Loss on extinguishment of debt | 291 | ||
Loss (gain) on sale of property | (325) | (74) | |
Foreign exchange loss (gain) | 905 | 799 | (135) |
Gain on sale of heat exchanger product line | (1,238) | ||
Deferred tax benefit | (375) | (1,944) | (1,158) |
Changes in operating assets and liabilities net of acquisitions: | |||
Accounts receivable | (7,432) | (1,800) | 8,750 |
Inventories | 2,768 | (4,916) | (71) |
Costs and earnings in excess of billings on uncompleted contracts | (4,277) | (2,912) | (1,886) |
Other assets | 1,362 | (1,600) | |
Accounts payable | 11,048 | 4,622 | (3,629) |
Billings in excess of costs and earnings on uncompleted contracts | (431) | 1,293 | (5,497) |
Commissions payable | (250) | 659 | 326 |
Income taxes | (226) | 1,263 | 2,727 |
Product warranties | (1,441) | (1,071) | (2,238) |
Accrued liabilities and other | (1,526) | 2,397 | (121) |
Net cash provided by (used in) operating activities | (3,327) | (9,623) | 5,435 |
Cash flow from investing activities: | |||
Decrease (increase) in restricted cash | (2,081) | (9,563) | 2,821 |
Business acquisitions, net of cash acquired | (8,891) | (1,296) | |
Purchases of property and equipment | (1,790) | (9,997) | (16,127) |
Sale of heat exchanger product line | 2,059 | ||
Net proceeds from sale of property | 3 | 521 | 135 |
Net cash used in investing activities | (1,809) | (27,930) | (14,467) |
Cash flows from financing activities: | |||
Net proceeds from short-term debt | 1,606 | 1,608 | |
Net proceeds from long-term debt | 9,175 | 8,719 | |
Payment of debt | (4,028) | (1,337) | |
Payment of debt issuance costs | (963) | ||
Payments of deferred consideration | (312) | (37) | |
Equity contribution from noncontrolling interest | 1,607 | 2,000 | |
Proceeds from exercise of stock options | 83 | 12 | 19 |
Excess tax benefits from stock-based payment arrangements | 34 | ||
Net cash (used in) provided by financing activities | (2,651) | 11,028 | 9,809 |
Effect of exchange rate changes on cash and cash equivalents | (1,938) | 779 | (43) |
Net increase (decrease) in cash and cash equivalents | (9,725) | (25,746) | 734 |
Cash and cash equivalents at beginning of year | 27,274 | 53,020 | 52,286 |
Cash and cash equivalents at end of year | 17,549 | 27,274 | 53,020 |
Supplemental information on cash flow: | |||
Income taxes paid (received) | 666 | (174) | (1,263) |
Interest paid, net of capitalized interest of $0.0 million, $0.3 million and $0.2 million at June 27, 2015, June 28, 2014 and June 29, 2013, respectively | $ 1,924 | $ 836 | $ 459 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2011 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Statement Of Cash Flows [Abstract] | ||||
Capitalized interest | $ 0 | $ 0.3 | $ 0.2 | |
Purchase consideration paid during the year | $ 1.5 | |||
Purchase consideration for CCA | $ 8.9 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 27, 2015 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE A. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations PMFG, Inc. (the “Company” or “PMFG”) is a leading provider of custom-engineered systems and products designed to help ensure that the delivery of energy is safe, efficient and clean. The Company primarily serves the markets for natural gas infrastructure, power generation and refining and petrochemical processing. With the recent acquisition of substantially all of the assets of Combustion Components Associates, Inc. (“CCA”), the Company expanded the markets it serves to include industrial and utility industries. The Company offers a broad range of separation and filtration products, selective catalytic reduction (“SCR”) systems, selective non-Catalytic reduction (“SNCR”) systems, low emissions burner and related combustion systems and other complementary products including heat transfer equipment, pulsation dampeners and silencers. The Company’s separation and filtration products remove contaminants from gases and liquids, resulting in improved efficiency, reduced maintenance and extended life of energy infrastructure. The Company’s SCR systems convert nitrogen oxide, or NO X Basis of Consolidation The Company was incorporated as a Delaware corporation on August 15, 2008 as part of a holding company reorganization. In the reorganization, Peerless Mfg. Co. (“Peerless”), a Texas corporation, became a wholly owned subsidiary of PMFG. The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of all wholly-owned and majority-owned subsidiaries for all periods presented. 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. Peerless Propulsys is the sole owner of Peerless China Manufacturing Co. Ltd. (“PCMC”). The noncontrolling interest of Peerless Propulsys is reported as a separate component on the Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income. The Company’s fiscal year end is the Saturday closest to June 30; therefore, the fiscal year end date will vary slightly each year. In a 52-week fiscal year, each of the Company’s quarterly periods will be comprised of 13 weeks, consisting of two four week periods and one five week period. In a 53-week fiscal year, three of the Company’s quarterly periods will be comprised of 13 weeks and one quarter will be comprised of 14 weeks. References to “fiscal 2015”, “fiscal 2014” and “fiscal 2013” refer to the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013, respectively. Cash and Cash Equivalents For purposes of the statement of cash flows, 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): June 27, June 28, 2015 2014 Domestic $ 20,482 $ 19,351 International 14,319 23,493 Total $ 34,801 $ 42,844 The Company maintains cash balances in bank accounts that exceed Federal Deposit Insurance Corporation insured limits. As of June 27, 2015, cash held in the United States exceeded federally insured limits by $5.9 million. As of June 27, 2015 and June 28, 2014, the Company had $14.3 million and $23.5 million, respectively, in financial institutions outside the United Sates. The Company has not experienced any losses related to these cash concentrations. The Company had restricted cash balances of $17.3 million and $15.6 million as of June 27, 2015 and June 28, 2014, respectively. Foreign restricted cash balances were $5.2 million and $5.6 million as of June 27, 2015 and June 28, 2014, respectively. Cash balances were restricted to collateralize letters of credit and financial institution guarantees issued in the ordinary course of business and to secure the term loans and letters of credit as a result of the amendment to the Credit Agreement. Accounts Receivable The Company’s accounts receivable are due from customers in various industries. Credit is extended based on an evaluation of the customer’s financial condition. Generally, collateral is not required except on credit extended to international customers. 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 on a specific basis by considering 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 customer’s industry and the economy as a whole. The Company writes off accounts receivable when they become 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 in the last two fiscal years are as follows (in thousands): Fiscal Fiscal Fiscal 2015 2014 2013 Balance at beginning of year $ 216 $ 300 $ 650 Bad debt expense 334 57 1,184 Accounts written off (73 ) (167 ) (1,534 ) Provision for bad debt assumed with acquisition - 26 - Balance at end of year $ 477 $ 216 $ 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, and records a provision for obsolete and slow-moving inventories based on historical usage and estimated future usage. In assessing the ultimate realization of its inventories, 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 lease term. Goodwill and Other Intangible Assets Goodwill relates primarily to acquisitions and represents the difference between the purchase price and the fair value of the net assets acquired. Goodwill is not amortized; however, it is measured at the reporting unit level 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 estimated fair value of goodwill is less than the carrying value, goodwill is impaired and is written down 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. 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. The Company uses the market and income approach methods to determine whether impairment exists. 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. Accumulated Other Comprehensive Income (Loss) The Company presents adjustments resulting from the foreign currency translation of its operations in China, the United Kingdom and Germany as other comprehensive income (loss). Derivative instruments The Company uses derivative financial instruments to manage exposures to interest rate fluctuations on floating rate debt agreements. The Company recognizes derivatives as assets or liabilities on the Consolidated Balance Sheets, measures those financial instruments at fair value, and recognizes changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. 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 Company estimates the carrying amount of its debt at June 27, 2015 approximates fair value, as the Company’s debt bears interest at floating 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. Approximately 80% of the Company’s revenue is accounted for using the percentage-of-completion accounting method. 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. We typically bill our customers upon the occurrence of project milestones. 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 call for the installation and placing in service of the product after it is distributed to the end user. The costs associated with the start-up and commissioning of these projects are estimated and recorded in cost of goods sold in the period in which the revenue is recognized. Estimates are based on historical experience and expectation of future conditions. Warranty Costs The Company provides to its customers product 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 backup concurrent supplier warranties in place. Warranty costs are included in costs of goods sold. Debt Issuance Costs Certain costs associated with the issuance of debt instruments are capitalized and included in other non-current assets on the Consolidated Balance Sheets. These costs are amortized to interest expense over the terms of the related debt agreements on a straight-line basis which approximates the effective interest method. Amortization of debt issuance costs included in interest expense was $0.2 million, $0.3 million and $0.2 million in fiscal 2015, 2014 and 2013, respectively. In addition, a loss on early extinguishment of debt of $0.3 million was recognized in fiscal 2013. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes that cost ratably over the vesting period. Shipping and Handling Costs Shipping and handling fees billed to customers are reported as revenue. Shipping and handling costs incurred are reported as cost of goods sold. Shipping and handling costs included in cost of goods sold were $2.1 million, $1.7 million and $1.4 million in fiscal 2015, 2014 and 2013 respectively. Advertising Costs Advertising costs are charged to operating expenses under the sales and marketing category in the periods incurred. Advertising costs were approximately $0.1 million, $0.1 million and $0.2 million in fiscal 2015, 2014 and 2013 respectively. Design, Research and Development Design, research and development costs are charged to operating expenses under the engineering and project management category in the period incurred. Design, research and development costs were approximately $1.0 million, $1.1 million and $0.7 million in fiscal 2015, 2014 and 2013, respectively. 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 financial statement purposes. These differences result in deferred tax assets and liabilities and are included in the Company’s Consolidated Balance Sheets. 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. Earnings (Loss) Per Common Share The Company calculates earnings (loss) per common share by dividing the earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per common share include the dilutive effect of stock options and warrants granted using the treasury stock method. Foreign Currency All balance sheet accounts of foreign operations are translated into U.S. dollars at the fiscal year-end rate of exchange. Consolidated Statements of Operations items are translated at the weighted average exchange rates for the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013. The resulting translation adjustments are recorded directly to accumulated other comprehensive income, a separate component of stockholders’ equity. Gains and losses from foreign currency transactions, such as those resulting from the settlement of foreign receivables or payables, are included in the Consolidated Statements of Operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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, under different assumptions or conditions. Considerable management judgment and experience is necessary to estimate the aggregate amount of costs that will ultimately be incurred related to a project. Such cost estimates include material, subcontractor, labor, delivery and start-up costs. Considerable management judgment is also necessary to assess the inherent uncertainties related to the interpretations of complex tax laws, regulation, and taxing authority rulings, as well as to the expiration of statutes of limitations in the jurisdiction in which the Company operates. A valuation allowance is recorded against a deferred tax asset if it is more likely than not that the asset will not be realized. New Accounting Pronouncements In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This new guidance will be effective for the Company beginning in fiscal 2017. We are currently evaluating the impact of this standard on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements- Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This update provides guidance on management’s responsibility to evaluate whether there is substantial doubt about the ability to continue as a going concern and to provide related interim and annual footnote disclosures. The amendments in this ASU are effective for reporting periods ending after December 15, 2016. We do not believe the adoption of this update will have a material impact on our financial statements. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a comprehensive new revenue recognition model that requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance will replace most existing revenue recognition guidance in U.S. GAAP. On July 9, 2015, the FASB deferred the effective date of the new revenue recognition standard by one year. Based on the FASB’s revised effective date, the new revenue standard will be effective beginning in our fiscal year 2019. Early adoption in our fiscal year 2018 is permitted. We are evaluating the effect the new revenue standard will have on our consolidated financial statements and related disclosures. |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
Jun. 27, 2015 | |
Risks And Uncertainties [Abstract] | |
CONCENTRATIONS OF CREDIT RISK | NOTE B. CONCENTRATIONS OF CREDIT RISK The Company monitors the creditworthiness of its customers. Significant portions of the Company’s sales are to customers who place large orders for custom systems and customers whose activities are related to the electrical generation and oil and gas industries. Some customers are located outside the United States. The Company generally requires progress payments, but may extend credit to some customers. The Company’s exposure to credit risk is affected to some degree by conditions within the electrical generation and oil and gas industries. When sales are made to smaller international businesses, the Company generally requires progress payments or an appropriate guarantee of payment, such as a letter of credit from a financial institution. The Company is not dependent upon any single customer or group of customers in either of its two primary business segments. The custom-designed and project-specific nature of its business can result in significant fluctuations in revenue attributed to specific customers, industries, and reporting segments from period to period. |
CCA ACQUISITIONS
CCA ACQUISITIONS | 12 Months Ended |
Jun. 27, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE C. CCA ACQUISITION 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 $9.2 million, including $0.3 million performance-based contingent payments. The Company funded the purchase of CCA with cash on hand. The following table summarizes the consideration paid for the CCA acquisition and presents the final allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the acquisition date. This allocation requires the significant use of estimates and is based on the information that was available to management at the time these consolidated financial statements were prepared (in thousands). Current assets $ 2,444 Property, plant and equipment 325 Identifiable intangible assets 2,760 Goodwill 5,951 Total assets acquired 11,480 Current liabilities (2,277 ) Net assets acquired $ 9,203 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 receivables acquired was $2.0 million. Acquired intangible assets of $2.8 million consisted of customer projects currently in backlog, customer relationships, trade names and design guidelines. The amortization period for these intangible assets ranges from 6 months to 10 years. Amortization expense related to these intangible assets was $0.1 million for each of fiscal 2015 and fiscal 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. (Unaudited) (in thousands, except per share amounts) Fiscal 2014 Fiscal 2013 Revenue $ 140,250 $ 145,992 Net loss (37,180 ) (1,037 ) Net loss attributable to PMFG, Inc. (37,248 ) (1,629 ) Basic loss per common share (1.77 ) (0.08 ) Diluted loss per common share (1.77 ) (0.08 ) The pro forma combined results for fiscal 2014 and 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 in fiscal 2014. These acquisition costs are included in general and administrative expenses in the Consolidated Statements of Operations for fiscal 2014. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jun. 27, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE D. INVENTORIES Principal components of inventories are as follows (in thousands): June 27, June 28, 2015 2014 Raw materials $ 4,931 $ 6,250 Work in progress 3,386 4,840 Finished goods 527 580 8,844 11,670 Reserve for obsolete and slow-moving inventories (854 ) (837 ) $ 7,990 $ 10,833 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Jun. 27, 2015 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE E. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized as follows (in thousands): Fiscal 2015 Fiscal 2014 Buildings and improvements $ 27,809 $ 26,206 Equipment 11,917 12,035 Furniture and fixtures 5,451 5,772 45,177 44,013 Less accumulated depreciation (18,919 ) (17,581 ) 26,258 26,432 Construction in progress 400 582 Land 4,500 4,619 $ 31,158 $ 31,633 Depreciation expense for property, plant and equipment for the fiscal 2015, 2014 and 2013 totaled $1.9 million, $1.8 million and $1.7 million, respectively. The amount of depreciation allocated to cost of goods sold was $0.8 million, $0.8 million and $0.7 million in fiscal 2015, 2014 and 2013 respectively. In the first quarter of fiscal 2014, the Company sold the property, plant and equipment at a former production facility in Denton, Texas. The facility had a carrying value of $0.2 million and the disposal resulted in proceeds of $0.5 million. The Company recorded a gain on disposal of $0.3 million which is included in cost of goods sold in the Consolidated Statement of Operations for fiscal 2014. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Jun. 27, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE F. 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 29, 2013 through June 27, 2015 (in thousands): Environmental Process Systems Products Total Balance as of June 29, 2013 $ - $ 30,429 $ 30,429 Goodwill acquired 5,951 - 5,951 Goodwill impaired - (20,304 ) (20,304 ) Balance as of June 28, 2014 5,951 10,125 16,076 Allocation from sale of heat exchanger product line - (277 ) (277 ) Goodwill impaired - - - Balance as of June 27, 2015 $ 5,951 $ 9,848 $ 15,799 In March 2015, the Company sold its heat exchanger product line including the Alco, Alco-Twin and Bos Hatten brands for $2.3 million. The sale resulted in a gain of $1.2 million included with Other income on the Consolidated Statements of Operations. The goodwill associated with the sale of the heat exchanger product line was previously included in the Process Products segment. In fiscal 2014, the financial performance of the Process Products reporting segment did not meet Management’s expectations and anticipated future cash flows had greater risks and uncertainties with regard to the timing and trajectory, resulting in an impairment charge of $20.3 million to goodwill and $6.3 million in intangible assets with indefinite lives in fiscal 2014. The impairment charge is included in the Consolidated Statement of Operations as a loss on impairment of goodwill and loss on impairment of intangibles. Acquisition-Related Intangibles Acquisition-related intangible assets are as follows (in thousands): Weighted Average Remaining Useful Life (Years) Gross Value at of Year Adjustments Gross Value at End of Year Accumulated Amortization at Beginning of Year Adjustments Amortization expense Accumulated Amortization at End of Year Net Book Value Fiscal 2015 Design guidelines Indefinite $ 4,060 $ (350 ) $ 3,710 $ - $ - $ - $ - $ 3,710 Customer relationships 7 8,840 (325 ) 8,515 (4,112 ) 186 (668 ) (4,594 ) 3,921 Trade names Indefinite 3,082 (272 ) 2,810 - - - 2,810 Licensing agreements 0 2,199 - 2,199 (2,199 ) - - (2,199 ) - Acquired backlog 0 6,861 - 6,861 (6,861 ) - (6,861 ) - $ 25,042 $ (947 ) $ 24,095 $ (13,172 ) $ 186 $ (668 ) $ (13,654 ) $ 10,441 Fiscal 2014 Design guidelines Indefinite $ 6,940 $ (2,880 ) $ 4,060 $ - $ - $ - $ - $ 4,060 Customer relationships 7 7,940 900 8,840 (3,429 ) - (683 ) (4,112 ) 4,728 Trade names Indefinite 4,729 (1,647 ) 3,082 - - - 3,082 Licensing agreements 0 2,199 - 2,199 (2,199 ) - - (2,199 ) - Acquired backlog 0 6,801 60 6,861 (6,801 ) - (60 ) (6,861 ) - $ 28,609 $ (3,567 ) $ 25,042 $ (12,429 ) $ - $ (743 ) $ (13,172 ) $ 11,870 Fiscal 2015 adjustments to the gross value include a reduction of $0.5 from the sale of the heat exchanger product line plus $0.4 million of intangibles impaired. Fiscal 2015 adjustments to accumulated amortization include a reduction of $0.2 million from the sale of the heat exchanger product line. Fiscal 2014 adjustments include additional intangibles of $2.8 million from the CCA acquisition, less $6.3 million of intangibles impaired. Amortization expense of $0.7 million, $0.7 million, and $1.0 million was recorded to the Consolidated Statements of Operations for fiscal 2015, 2014 and 2013, respectively, presented in general and administrative expenses. The estimated amortization expense for each of the next five fiscal years is as follows (in thousands): Fiscal Year 2016 $ 579 2017 578 2018 573 2019 573 2020 573 |
ACCRUED LIABILITIES AND OTHER
ACCRUED LIABILITIES AND OTHER | 12 Months Ended |
Jun. 27, 2015 | |
Payables And Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER | NOTE G. ACCRUED LIABILITIES AND OTHER The components of accrued liabilities and other are as follows (in thousands): June 27, 2015 June 28, 2014 Accrued compensation $ 3,137 $ 2,735 Accrued services 3,285 3,839 Subsidiary short-term debt 1,611 1,608 Deferred consideration - 567 Other 948 961 $ 8,981 $ 9,710 In July 2013, the Company obtained short-term financing from Bank of China Limited. The financing provided for borrowings up to ¥10 million ($1.6 million) at an interest rate of 6.6%, with interest payable quarterly. In Q1 of fiscal 2015, this short term financing was repaid with cash on hand. In December 2014, the Company entered into a new short-term financing from Bank of China Limited. The financing provides for borrowing up to ¥10 million ($1.6 million) at an interest rate of 6.5%, with interest payable monthly. The short-term financing is due in December 2015. |
COSTS AND ESTIMATED EARNINGS ON
COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS | 12 Months Ended |
Jun. 27, 2015 | |
Contractors [Abstract] | |
COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS | NOTE H. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS The components of uncompleted contracts are as follows (in thousands): June 27, 2015 June 28, 2014 Costs incurred on uncompleted contracts and estimated earnings $ 82,379 $ 97,551 Less billings to date (67,015 ) (86,545 ) $ 15,364 $ 11,006 The components of uncompleted contracts are reflected in the Consolidated Balance Sheets as follows (in thousands): June 27, June 28, 2015 2014 Costs and earnings in excess of billings on uncompleted contracts $ 23,871 $ 19,854 Billings in excess of costs and earnings on uncompleted contracts (8,507 ) (8,848 ) $ 15,364 $ 11,006 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jun. 27, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE I. LONG-TERM DEBT Outstanding long-term obligations are as follows (in thousands): June 27, June 28, Maturities 2015 2014 Term loan A 2019 $ 617 $ 981 Term loan B 2022 9,030 9,466 Subsidiary loan 2017 4,511 6,110 Total long-term debt 14,158 16,557 Less current maturities (11,258 ) (2,408 ) Total long-term debt, net of current portion $ 2,900 $ 14,149 The maturities on long-term debt are as follows (in thousands): Fiscal Year 2016 $ 11,258 2017 1,850 2018 1,050 2019 - 2020 - Thereafter - $ 14,158 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, the proceeds of which have already been 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 June 27, 2015, there were no outstanding borrowings and approximately $6.3 million of outstanding letters of credit under the Credit Agreement, leaving the Company with approximately $4.2 million of available capacity for additional borrowings and letters of credit under the Credit Agreement. Interest on all loans must generally be paid quarterly. Interest rates on term loans use floating rates plus ½ 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. The rate at June 27, 2015 was 2.9%. Borrowings under the Credit Agreement are secured by essentially all domestic tangible and intangible assets of the Company, including $12.0 million maintained in a blocked collateral account. The Credit Agreement, as amended, includes financial covenants as follows: · Maximum consolidated leverage ratio (“CLR”) not to exceed 1.75 to 1:00. The CLR 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. · Minimum debt service coverage ratio (“DSCR”) not less than 1:50 to 1:00. The DSCR ratio is calculated as the ratio of the sum of the Company’s consolidated EBITDA, as defined, for the four fiscal quarter period ended on the determination date less cash restricted payments constituting dividends and distributions to third parties, maintenance, capital expenditures made during the four fiscal quarter period, and cash taxes for the four fiscal quarter period, all as defined, to the consolidated fixed charges, as defined. · Minimum consolidated tangible net worth not less than $65.0 million plus 50% of the consolidated net income reported subsequent to the fiscal year ended on June 30, 2013. 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. In fiscal 2014, the Company obtained an amendment to the Credit Agreement. Pursuant to the amendment, if the DSCR 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. In March 2015, the Company amended the Credit Agreement to increase the minimum amount which must be maintained in a blocked collateral account from $10.0 million to $12.0 million. In connection with the sale of the heat exchanger product line, the Company obtained a limited one-time waiver for the $500,000 aggregate limitation on dispositions included in the Credit Agreement. The waiver included a provision that the Company deposit $2.0 million in the blocked collateral account concurrent with the receipt of proceeds from the sale of the heat exchanger product line. On March 27, 2015, the Company received proceeds of $2.3 million from the sale of the heat exchanger product line and deposited $2.0 million into the blocked collateral account in accordance with the amended Credit Agreement and the limited one-time waiver. At June 27, 2015, the Company’s DSCR was less than 1.50 to 1.00 and the Company maintained $12.0 million in a blocked collateral account. At June 27, 2015, the Company’s consolidated tangible net worth was less than the minimum required under the Credit Agreement. The Company obtained a waiver of the covenant violation from its lenders. Accordingly, amounts outstanding under the Credit Agreement are presented as current liabilities in the consolidated balance sheet. 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. See Note S for a full description of the Mergers. The Company understands that, upon consummation of the Mergers, all outstanding loans and other obligations under the Credit Agreement will be paid in full, all outstanding letters of credit will be cash collateralized (or backed by new letters of credit issued under the CECO credit agreement) and the Credit Agreement will be terminated. If that doesn't occur, an event of default will result under the Credit Agreement. Should the Mergers be delayed or terminated, the Company intends and believes it has the ability to refinance the Credit Agreement with repayment and collateral terms similar to those in place at June 27, 2015. 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 ¥43.0 million ($6.9 million) to fund the construction of a manufacturing facility in Zhenjiang, China. The loan is secured by PCMC’s property, plant and equipment. The loan matures on December 20, 2017. At June 27, 2015, there was an outstanding borrowing of ¥28.0 million ($4.5 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 June 27, 2015 was 7.0%. The loan agreement also contains covenants, including restrictions on additional debt, dividends, acquisitions and dispositions. At June 27, 2015, PCMC was in compliance with all of its debt covenants. PCMC had bank guarantees of $0.6 million and $0.8 million at June 27, 2015 and June 28, 2014, respectively, secured by $0.6 million and $0.8 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 ($9.4 million) at June 27, 2015 and £6.0 million ($10.2 million) at June 28, 2014. 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 ($2.9 million) at June 27, 2015 and £1.8 million ($3.0 million) at June 28, 2014, which is recorded as restricted cash on the Consolidated Balance Sheets. At June 27, 2015, there was £3.6 million ($5.7 million) of outstanding stand-by letters of credit and bank guarantees under this debenture agreement. At June 28, 2014, there was £4.6 million ($7.9 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 ($5.4 million) at June 27, 2015 and €4.8 million ($6.6 million) at June 28, 2014. This facility is secured by substantially all of the assets of the Company’s German subsidiary and by a cash deposit of €0.7 million ($0.8 million) at June 27, 2015 and €0.9 million ($1.2 million) at June 28, 2014, which is recorded as restricted cash on the Consolidated Balance Sheets. At June 27, 2015, there was €2.2 million ($2.5 million) of outstanding stand-by letters of credit and bank guarantees under this debenture agreement. At June 28, 2014, there was €2.8 million ($3.8 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 $2.0 million and $1.5 million at June 27, 2015 and June 28, 2014, respectively. At June 27, 2015 and June 28, 2014, these guarantees are secured with a cash deposit of $1.0 million and $0.6 million, respectively, and a protective letter of credit issued by the Company to Citibank. |
PRODUCT WARRANTIES
PRODUCT WARRANTIES | 12 Months Ended |
Jun. 27, 2015 | |
Guarantees [Abstract] | |
PRODUCT WARRANTIES | NOTE J. PRODUCT WARRANTIES The Company warrants that its products will be free from defects in materials and workmanship and will conform to agreed-upon specifications at the time of delivery and typically for a period of 12 to 18 months from the date of customer acceptance, depending upon the specific product and terms of the customer agreement. Typical warranties require the Company to repair or replace defective products during the warranty period at no cost to the customer. The Company attempts to obtain back-up concurrent warranties for major component parts from its suppliers. The Company provides for the estimated cost of product warranties based on historical experience by product type, expectation of future conditions and the extent of back-up concurrent supplier warranties in place, at the time the product revenue is recognized. Revision to the estimated product warranties is made when necessary, based on changes in these factors. A rollforward of the product warranty is as follows (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Balance at beginning of period $ 2,527 $ 2,241 $ 2,615 Provision for warranty expense 1,134 1,157 1,864 Warranty charges (1,441 ) (1,071 ) (2,238 ) Provision for warranty expense assumed with acquisition - 200 - Balance at end of period $ 2,220 $ 2,527 $ 2,241 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 27, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE K. COMMITMENTS AND CONTINGENCIES The Company leases office space, office equipment and other personal property under operating leases expiring at various dates. Management expects that, in the ordinary course of business, leases that expire will be renewed or replaced by other leases. The Company recognizes escalating lease payments on a straight-line basis, with the difference between lease expense and actual payments made recorded as deferred rent. Total rent expense incurred under operating leases was $1.2 million, $1.2 million and $1.3 million for fiscal 2015, 2014 and 2013, respectively. At June 27, 2015, future minimum rental payments under all operating leases are as follows (in thousands): Total Fiscal Year Amount 2016 $ 1,737 2017 966 2018 356 2019 337 2020 124 Thereafter - $ 3,520 Litigation Since the public announcement of the proposed Mergers on May 4, 2015, CECO, Merger Sub I, Merger Sub II, PMFG and the members of the PMFG Board have been named as defendants in three lawsuits related to the Mergers, which were filed by alleged stockholders of PMFG on May 17, 2015, June 29, 2015 and July 17, 2015. The first filed lawsuit, which is a derivative action that also purports to assert class claims, was filed in the District Court of Dallas County, Texas (the “Texas Lawsuit”). The second and third filed lawsuits, which are class actions, were filed in the Court of Chancery of the State of Delaware and have now been consolidated into a single action (the “Delaware Lawsuit,” and collectively with the Texas Lawsuit, the “Lawsuits”). In the Lawsuits, the plaintiffs generally allege that the Mergers fail to properly value PMFG, that the individual defendants breached their fiduciary duties in approving the Merger Agreement, and that those breaches were aided and abetted by CECO, Merger Sub I and Merger Sub II. In the Lawsuits, the plaintiffs allege, among other things, (a) that the PMFG Board breached its fiduciary duties by agreeing to the Mergers for inadequate consideration and pursuant to a tainted process by (1) agreeing to lock up the Mergers with deal protection devices that, notwithstanding the ability of PMFG to solicit actively alternative transactions, prevent other bidders from making a successful competing offer for PMFG, (2) participating in a transaction where the loyalties of the PMFG Board and management are divided, and (3) relying on financial and legal advisors who plaintiffs allege were conflicted; (b) that those breaches of fiduciary duties were aided and abetted by CECO, Merger Sub I, Merger Sub II and PMFG, and (c) that the disclosure provided in the registration statement filed by CECO on June 9, 2015 was inadequate in a number of respects. In the Lawsuits, the plaintiffs seek, among other things, (a) to enjoin the defendants from completing the Mergers on the agreed-upon terms, (b) rescission, to the extent already implemented, of the Merger Agreement or any of the terms therein, and (c) costs and disbursements and attorneys’ and experts’ fees, as well as other equitable relief as the courts deem proper. Effective as of August 23, 2015, PMFG and the other defendants entered a memorandum of understanding with the plaintiffs in the Delaware Lawsuit regarding the settlement of the Delaware Lawsuit. In connection with this memorandum of understanding, PMFG agreed to make certain additional disclosures to PMFG’s stockholders in order to supplement those contained in the Joint Proxy Statement/Prospectus. After PMFG enters into a definitive agreement with the plaintiffs in the Delaware Lawsuit, the proposed settlement will be subject to notice to the class, Court approval, and, if the Court approves the settlement, the settlement, as outlined in the memorandum of understanding, will resolve all of the claims that were or could have been brought in the Delaware Lawsuit, including all claims relating to the Mergers, the Merger Agreement and any disclosure made in connection therewith including any such claims against CECO, Merger Sub I or Merger Sub II, but will not affect any shareholder’s rights to pursue appraisal rights. On August 24, 2015, PMFG made a filing with the SEC on Form 8-K satisfying its obligations under the memorandum of understanding to make additional disclosures to supplement the joint proxy statement/prospectus relating to the Mergers, dated as of July 31, 2015. The memorandum of understanding was not, and should not be construed as, an admission of wrongdoing or liability by any defendant. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jun. 27, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE L. STOCK-BASED COMPENSATION In January 2002, the Company adopted a stock option and restricted stock plan (the “2001 Plan”), which provided for a maximum of 1,000,000 shares of common stock to be issued. In November 2007, the Company adopted a stock option and restricted stock plan (the “2007 Plan”), which provides for a maximum of 1,800,000 shares of common stock to be issued. Shares are available for grant only under the 2007 Plan. Restricted Stock Under the 2007 Plan, restricted stock awards are subject to a risk of forfeiture until the awards vest. The stock granted to the members of the Board vested upon grant, therefore the fair value amount is recognized as expense at the time of grant. The compensation expense for the restricted stock awards granted to officers and other employees in fiscal 2015 and 2014 is recognized over a three-year vesting period, whereas the awards granted to such persons in fiscal 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 2014 and 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. A summary of the restricted stock award activity under the plans for fiscal 2015, 2014 and 2013 is as follows: Fiscal 2015 Fiscal 2014 Fiscal 2013 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Balance at beginning of period 173,866 $ 7.54 80,345 $ 8.10 - $ - New Grants 228,251 5.62 162,392 7.26 146,377 8.10 Vested (108,849 ) 6.59 (40,434 ) 7.69 (62,782 ) 8.10 Forfeited (33,335 ) 6.41 (28,437 ) 7.73 (3,250 ) 8.10 Balance at end of period 259,933 $ 6.38 173,866 $ 7.54 80,345 $ 8.10 Stock compensation expense recognized in fiscal 2015, 2014 and 2013 was $1.3 million, $0.9 million and $0.5 million, respectively. As of June 27, 2015, unvested restricted stocks had a weighted average remaining term of 0.9 years and the unrecognized compensation costs totaled $1.5 million. Stock Options The Company previously utilized stock options as compensation for employees and directors. No stock options were granted in fiscal 2015, 2014 or 2013. A summary of the option activity under the Company’s stock-based compensation plans for fiscal 2015, 2014 and 2013 is as follows (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Balance at beginning of year 34,200 $ 4.58 37,200 $ 4.73 43,200 $ 4.32 Exercised (20,600 ) 4.38 (3,000 ) 3.63 (6,000 ) 3.16 Forfeited after vesting (1,600 ) 3.63 - - - - Balance at end of year 12,000 $ 5.05 34,200 $ 4.58 37,200 $ 4.73 Exercisable at end of year 12,000 $ 5.05 34,200 $ 4.58 37,200 $ 4.73 Options outstanding and exercisable at June 27, 2015 had a weighted average remaining term of 0.71 years and an aggregate intrinsic value of $20,420 based upon the closing price of the Company’s common stock on June 27, 2015. Options outstanding and exercisable at June 28, 2014 had a weighted average remaining term of 1.07 years and an aggregate intrinsic value of $13,000 based upon the closing price of the Company’s common stock on June 28, 2014. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 27, 2015 | |
Fair Value Disclosures [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE M. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Derivative Financial Instruments The Company has interest rate swap agreements in place. These swap agreements allow the Company to manage its exposure to interest rate variability on the term loan borrowings under the Company’s Credit Agreement by fixing the LIBOR component of interest rates specified in the term loans at the interest rates noted below until the indicated expiration dates of these interest rate swap agreements. The following table summarizes the various interest rate agreements in effect as of June 27, 2015 (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 Statement 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 to below the rates on 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 to the derivative instrument arrangements becomes unable to fulfill its obligations to the Company, the financial benefits of the arrangements may be lost. The derivatives recorded at fair value in the Company’s Consolidated Balance Sheets were (in thousands): Derivative Assets Derivative Liabilities June 27, 2015 June 28, 2014 June 27, 2015 June 28, 2014 Interest rate swap contracts $ - $ - $ (79 ) $ (68 ) 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 as of June 27, 2015 Level 1 Level 2 Level 3 Liability - Interest rate swap contracts $ (79 ) $ - $ (79 ) $ - Fair Value as of June 28, 2014 Level 1 Level 2 Level 3 Liability - Interest rate swap contracts $ (68 ) $ - $ (68 ) $ - 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. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Jun. 27, 2015 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | NOTE N. EMPLOYEE BENEFIT PLANS The Company sponsors a defined contribution pension plan under Section 401(k) of the Internal Revenue Code for eligible employees who have completed at least 90 days of service. Company contributions are voluntary and at the discretion of the Board. The Company’s contribution expense was $0.7 million for the fiscal year ended June 27, 2015 and $0.6 million for each of the fiscal years ended June 28, 2014 and June 29, 2013. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE O. INCOME TAXES The Company’s loss before income taxes are as follows (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 United States $ (8,215 ) $ (35,595 ) $ (2,928 ) International 513 (4,000 ) 2,911 $ (7,702 ) $ (39,595 ) $ (17 ) Deferred taxes are provided for the temporary differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities. The temporary differences that give rise to the deferred tax assets or liabilities are as follows (in thousands): June 27, 2015 June 28, 2014 Deferred tax assets Inventories $ 418 $ 311 Accrued liabilities 1,057 880 Accounts receivable 52 35 Net operating loss carry-forwards 5,874 4,930 Stock based compensation 172 123 Foreign tax credit 45 40 Deferred rent 89 67 Research and development credits 1,581 1,731 Other 9 31 Valuation allowance (7,239 ) (5,574 ) 2,058 2,574 Deferred tax liabilities Property, plant and equipment (979 ) (901 ) Intangible assets (2,444 ) (3,253 ) Percentage of completion (121 ) (279 ) Other (27 ) (28 ) (3,571 ) (4,461 ) Net deferred tax liability $ (1,513 ) $ (1,887 ) Deferred tax assets and liabilities included in the Consolidated Balance Sheets are as follows (in thousands): June 27, 2015 June 28, 2014 Current deferred tax asset, net $ 214 $ 173 Non-current deferred tax liability, net (1,727 ) (2,060 ) $ (1,513 ) $ (1,887 ) The expense for income taxes consists of the following (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Current tax (expense) benefit Federal $ (26 ) $ (189 ) $ (1,471 ) State (224 ) (51 ) (76 ) Foreign (645 ) (427 ) (1,082 ) (895 ) (667 ) (2,629 ) Deferred tax benefit Federal 154 2,166 1,166 State (8 ) (8 ) (5 ) Foreign 229 (214 ) (3 ) 375 1,944 1,158 $ (520 ) $ 1,277 $ (1,471 ) The income tax expense varies from the federal statutory rate due to the following (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Income tax expense at federal statutory rate $ 2,469 $ 13,462 $ 6 Decrease (increase) in income tax expense resulting from: State tax, net of federal benefit (41 ) (34 ) (52 ) Effect of lower tax rate on foreign income 81 (679 ) 163 Other permanent items (604 ) (494 ) (135 ) Research and development expenditure credits - 150 539 Changes in uncertain tax positions (143 ) 91 (787 ) Other 59 (35 ) 60 Transaction expense (680 ) - - Goodwill impairment - (6,903 ) - Valuation allowance (1,661 ) (4,281 ) (1,265 ) Income tax (expense) benefit $ (520 ) $ 1,277 $ (1,471 ) A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Beginning balance $ 1,356 $ 1,447 $ 660 Additions for tax positions of current year 170 34 193 Adjustments for tax positions of prior years - - 865 Settlements (35 ) (125 ) (271 ) Ending balance $ 1,491 $ 1,356 $ 1,447 The Company is subject to income taxes in the U.S. federal jurisdiction and various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by authorities for the tax years before 2009. As of June 27, 2015, the Company had $11.1 million of federal net operating loss (“NOL”) carryforwards available to offset future taxable income expiring through 2035, $1.8 million of New York state NOL carryforwards expiring through 2035, $0.5 million of Canadian NOL carryforwards expiring in 2034, and a $7.1 million United Kingdom NOL carryforward that has no expiration. The Company has a $0.2 million tax credit available to offset Texas margin tax expiring in 2028. The Company also has $1.6 million of United States federal research and development income tax credits and approximately $45,000 of foreign tax credits that have expirations between 2020 and 2023. The Company records a valuation allowance to the extent it is more likely than not deferred tax assets will not be recovered. The Company has a valuation allowance of $7.2 million and $5.6 million as of June 27, 2015 and June 28, 2014, respectively, against deferred income tax assets. The valuation allowance is established for net operating loss carryforwards in the United States, Canada, and the United Kingdom. U.S. income and foreign withholding taxes have not been recognized for financial reporting purposes on the excess of the book basis over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation. The U.S. parent company has available net operating losses that exceed the total unremitted earnings in all foreign jurisdictions combined. Through the utilization of the Company’s net operating losses and foreign tax credits, we believe there is no cash tax effect of repatriating such foreign earnings. The accumulated earnings and profits by jurisdiction, which is the extent to which any remittance could be classified as a dividend, is $5.3 million in aggregate as of June 27, 2015. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Jun. 27, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE P. EARNINGS PER SHARE Basic earnings per share have been computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if options and warrants were exercised into common stock. Restricted stock is considered a participating security and is included in the computation of basic earnings per share as if vested. The following table sets forth the computation for basic and diluted earnings per share for the periods indicated (in thousands, except per share amounts). Fiscal 2015 Fiscal 2014 Fiscal 2013 Net loss attributable to PMFG, Inc. common shareholders $ (8,472 ) $ (38,384 ) $ (2,080 ) Basic weighted average common shares outstanding 21,274 21,086 20,930 Effect of dilutive options and restricted stock - - - Diluted weighted average common shares outstanding 21,274 21,086 20,930 Basic and diluted loss per share $ (0.40 ) $ (1.82 ) $ (0.10 ) Diluted earnings per common share include the dilutive effect of stock options and warrants granted using the treasury stock method. In fiscal 2015, 171,067 restricted stock units with performance and service based restrictions were omitted from the calculation of dilutive securities because they were anti-dilutive. In fiscal 2014, 65,937 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 12,000, 34,200 and 37,200 shares of common stock equivalents were omitted from the calculation of dilutive securities for fiscal 2015, fiscal 2014 and fiscal 2013, respectively, because they were anti-dilutive. Warrants to acquire 839,063 shares of common stock were omitted from the calculation of dilutive securities for fiscal 2014 and fiscal 2013 because they were anti-dilutive. All warrants expired on September 4, 2014. |
INDUSTRY SEGMENT AND GEOGRAPHIC
INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Jun. 27, 2015 | |
Segment Reporting [Abstract] | |
INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION | NOTE Q. INDUSTRY SEGMENT AND GEOGRAPHIC 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 pulsation dampeners that reduce vibration. The Environmental Systems segment designs, engineers and installs highly efficient systems for combustion modification, fuel conversions and post-combustion nitrogen oxide (NO X 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 allocation of general and administrative costs. During fiscal 2014, the Company recorded a loss on impairment of goodwill and other intangibles of $26.6 million to the Process Products segment. The Company does not allocate general and administrative expenses (“reconciling items”), assets, or expenditures for assets on a segment basis for internal management reporting; therefore this information is not presented. Segment information and a reconciliation to operating profit for the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013 are presented below (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Revenue Environmental $ 53,335 $ 31,675 $ 21,189 Process Products 105,308 98,975 112,703 Consolidated $ 158,643 $ 130,650 $ 133,892 Operating income (loss) Environmental $ 11,656 $ 6,315 $ 4,035 Process Products 5,722 (22,841 ) 19,006 Reconciling items (24,189 ) (20,714 ) (22,223 ) Consolidated $ (6,811 ) $ (37,240 ) $ 818 Revenue from external customers based on the location of the customer is as follows for the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013 (in thousands): Fiscal Year United States International Consolidated 2015 $ 91,863 $ 66,780 $ 158,643 2014 80,045 50,605 130,650 2013 70,986 62,906 133,892 Identifiable long-lived assets of geographic areas are those assets related to the Company’s operations in each area as follows (in thousands): Fiscal Year United States International Consolidated 2015 $ 17,444 $ 13,714 $ 31,158 2014 18,533 13,100 31,633 2013 16,415 7,616 24,031 As of June 27, 2015, the Company’s subsidiary in China accounted for substantially all of the international long-lived assets. For fiscal 2015, fiscal 2014 or fiscal 2013, there were no sales to a single customer that accounted for 10% or more of the Company’s consolidated revenue. |
QUARTERLY CONSOLIDATED FINANCIA
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Jun. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) | NOTE R. QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) The following tables represent the quarterly consolidated financial data of the Company for fiscal 2015, 2014 and 2013 (in thousands, except per share amounts): Fiscal 2015 First Quarter Second Third Quarter Fourth Quarter Total Revenue $ 45,259 $ 40,920 $ 34,766 $ 37,698 $ 158,643 Gross profit 14,834 12,797 8,581 9,385 45,597 Operating expenses 12,704 13,374 11,288 15,042 52,408 Operating income (loss) 2,130 (577 ) (2,707 ) (5,657 ) (6,811 ) Net earnings (loss) 1,840 (1,073 ) (2,311 ) (6,678 ) (8,222 ) Basic and diluted loss per share $ 0.09 $ (0.06 ) $ (0.11 ) $ (0.31 ) $ (0.40 ) Fiscal 2014 First Quarter Second Third Quarter Fourth Quarter Total Revenue $ 29,071 $ 29,613 $ 32,273 $ 39,693 $ 130,650 Gross profit 9,707 8,127 8,042 10,020 35,896 Operating expenses 11,367 9,704 11,659 40,405 73,135 Operating income (loss) (1,660 ) (1,577 ) (3,617 ) (30,386 ) (37,240 ) Net earnings (loss) (1,570 ) (2,925 ) (3,764 ) (30,059 ) (38,318 ) Basic and diluted earnings (loss) per share $ (0.07 ) $ (0.14 ) $ (0.18 ) $ (1.42 ) $ (1.82 ) Fiscal 2013 First Quarter Second Third Quarter Fourth Quarter Total Revenue $ 32,977 $ 31,452 $ 34,970 $ 34,493 $ 133,892 Gross profit 11,392 11,529 10,747 13,132 46,800 Operating expenses 10,932 10,669 9,725 14,656 45,982 Operating income (loss) 460 860 1,022 (1,524 ) 818 Net earnings (loss) (6 ) 593 697 (2,772 ) (1,488 ) Basic and diluted earnings (loss) per share $ (0.01 ) $ 0.02 $ 0.03 $ (0.13 ) $ (0.10 ) |
MERGER TRANSACTION
MERGER TRANSACTION | 12 Months Ended |
Jun. 27, 2015 | |
Business Combinations [Abstract] | |
MERGER TRANSACTION | NOTE S. MERGER TRANSACTION On May 3, 2015, PMFG entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CECO Environmental Corp., a Delaware corporation (“CECO”), and two direct wholly owned subsidiaries of CECO, Top Gear Acquisition Inc., a Delaware corporation (“Merger Sub I”), and Top Gear Acquisition II LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, collectively, the “Merger Subs”). Pursuant to the Merger Agreement, Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of CECO. Immediately following consummation of the First Merger, the Company will merge with and into Merger Sub II (the “Second Merger”, and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger, as a wholly owned subsidiary of CECO. The Boards of Directors of the Company and CECO have each unanimously approved the Merger Agreement. The Merger Agreement is subject to approval by the Company’s stockholders. The Board of Directors of the Company has recommended that the Company’s stockholders adopt the Merger Agreement. Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the effective time of the Merger (the “Effective Time”), each then issued and outstanding share of common stock (the “Company Common Stock”) of the Company (except shares owned by a subsidiary of the Company and shares held by stockholders who exercise their appraisal rights under Delaware law) will be cancelled and converted into the right to receive, at the election of the holder, subject to proration, either: · $6.85 per share in cash, without interest (the “Cash Consideration”); or · a number of shares of CECO common stock (“CECO Common Stock”), equal to a fraction (the “Exchange Ratio”), the numerator of which is $6.85 and the denominator of which is the volume-weighted average trading price as reported on the NASDAQ Global Market (the “VWAP Price”) of CECO Common Stock for the 15 consecutive trading days ending on the trading date immediately preceding the closing date of the Merger Agreement (the “Stock Consideration”); provided that the Stock Consideration is subject to a collar such that (1) if the VWAP Price is less than or equal to $10.61, then the Exchange Ratio will be 0.6456 shares of CECO Common Stock for each share of Company Common Stock, and (2) if the VWAP Price is greater than or equal to $12.97, then the Exchange Ratio will be 0.5282 shares of CECO Common Stock for each share of Company Common Stock. The net effect of this collar mechanism is that no further increase in the Exchange Ratio will be made if the CECO trading price is less than $10.61, and no further decrease in the Exchange Ratio will be made if the CECO trading price is greater than $12.97. The Mergers are expected to close in September 2015, subject to approval of CECO stockholders and Company stockholders and other customary closing conditions. Both CECO and the Company have scheduled stockholder meetings for September 2, 2015 to approve proposals in connection with the Mergers. The Merger Agreement may be terminated at any time prior to the closing of the Mergers by mutual written consent of CECO and the Company. Either CECO or the Company may terminate the Merger Agreement if the Effective Time has not occurred on or before November 30, 2015, the required Company stockholder approval or CECO stockholder approval is not obtained, or the consummation of the Mergers becomes illegal or otherwise is prevented or prohibited by any governmental authority. The Company cannot give any assurance that the Mergers will be completed. Included in general and administrative expenses is $2.0 million in costs related to the Mergers. |
NATURE OF OPERATIONS AND SUMM28
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 27, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations PMFG, Inc. (the “Company” or “PMFG”) is a leading provider of custom-engineered systems and products designed to help ensure that the delivery of energy is safe, efficient and clean. The Company primarily serves the markets for natural gas infrastructure, power generation and refining and petrochemical processing. With the recent acquisition of substantially all of the assets of Combustion Components Associates, Inc. (“CCA”), the Company expanded the markets it serves to include industrial and utility industries. The Company offers a broad range of separation and filtration products, selective catalytic reduction (“SCR”) systems, selective non-Catalytic reduction (“SNCR”) systems, low emissions burner and related combustion systems and other complementary products including heat transfer equipment, pulsation dampeners and silencers. The Company’s separation and filtration products remove contaminants from gases and liquids, resulting in improved efficiency, reduced maintenance and extended life of energy infrastructure. The Company’s SCR systems convert nitrogen oxide, or NO X |
Basis of Consolidation | Basis of Consolidation The Company was incorporated as a Delaware corporation on August 15, 2008 as part of a holding company reorganization. In the reorganization, Peerless Mfg. Co. (“Peerless”), a Texas corporation, became a wholly owned subsidiary of PMFG. The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of all wholly-owned and majority-owned subsidiaries for all periods presented. 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. Peerless Propulsys is the sole owner of Peerless China Manufacturing Co. Ltd. (“PCMC”). The noncontrolling interest of Peerless Propulsys is reported as a separate component on the Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income. The Company’s fiscal year end is the Saturday closest to June 30; therefore, the fiscal year end date will vary slightly each year. In a 52-week fiscal year, each of the Company’s quarterly periods will be comprised of 13 weeks, consisting of two four week periods and one five week period. In a 53-week fiscal year, three of the Company’s quarterly periods will be comprised of 13 weeks and one quarter will be comprised of 14 weeks. References to “fiscal 2015”, “fiscal 2014” and “fiscal 2013” refer to the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, 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): June 27, June 28, 2015 2014 Domestic $ 20,482 $ 19,351 International 14,319 23,493 Total $ 34,801 $ 42,844 The Company maintains cash balances in bank accounts that exceed Federal Deposit Insurance Corporation insured limits. As of June 27, 2015, cash held in the United States exceeded federally insured limits by $5.9 million. As of June 27, 2015 and June 28, 2014, the Company had $14.3 million and $23.5 million, respectively, in financial institutions outside the United Sates. The Company has not experienced any losses related to these cash concentrations. The Company had restricted cash balances of $17.3 million and $15.6 million as of June 27, 2015 and June 28, 2014, respectively. Foreign restricted cash balances were $5.2 million and $5.6 million as of June 27, 2015 and June 28, 2014, respectively. Cash balances were restricted to collateralize letters of credit and financial institution guarantees issued in the ordinary course of business and to secure the term loans and letters of credit as a result of the amendment to the Credit Agreement. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable are due from customers in various industries. Credit is extended based on an evaluation of the customer’s financial condition. Generally, collateral is not required except on credit extended to international customers. 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 on a specific basis by considering 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 customer’s industry and the economy as a whole. The Company writes off accounts receivable when they become 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 in the last two fiscal years are as follows (in thousands): Fiscal Fiscal Fiscal 2015 2014 2013 Balance at beginning of year $ 216 $ 300 $ 650 Bad debt expense 334 57 1,184 Accounts written off (73 ) (167 ) (1,534 ) Provision for bad debt assumed with acquisition - 26 - Balance at end of year $ 477 $ 216 $ 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, and records a provision for obsolete and slow-moving inventories based on historical usage and estimated future usage. In assessing the ultimate realization of its inventories, 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 lease term. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill relates primarily to acquisitions and represents the difference between the purchase price and the fair value of the net assets acquired. Goodwill is not amortized; however, it is measured at the reporting unit level 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 estimated fair value of goodwill is less than the carrying value, goodwill is impaired and is written down 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. 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. The Company uses the market and income approach methods to determine whether impairment exists. |
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. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The Company presents adjustments resulting from the foreign currency translation of its operations in China, the United Kingdom and Germany as other comprehensive income (loss). |
Derivative instruments | Derivative instruments The Company uses derivative financial instruments to manage exposures to interest rate fluctuations on floating rate debt agreements. The Company recognizes derivatives as assets or liabilities on the Consolidated Balance Sheets, measures those financial instruments at fair value, and recognizes changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. |
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 Company estimates the carrying amount of its debt at June 27, 2015 approximates fair value, as the Company’s debt bears interest at floating 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. Approximately 80% of the Company’s revenue is accounted for using the percentage-of-completion accounting method. 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. We typically bill our customers upon the occurrence of project milestones. 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 call for the installation and placing in service of the product after it is distributed to the end user. The costs associated with the start-up and commissioning of these projects are estimated and recorded in cost of goods sold in the period in which the revenue is recognized. Estimates are based on historical experience and expectation of future conditions. |
Warranty Costs | Warranty Costs The Company provides to its customers product 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 backup concurrent supplier warranties in place. Warranty costs are included in costs of goods sold. |
Debt Issuance Costs | Debt Issuance Costs Certain costs associated with the issuance of debt instruments are capitalized and included in other non-current assets on the Consolidated Balance Sheets. These costs are amortized to interest expense over the terms of the related debt agreements on a straight-line basis which approximates the effective interest method. Amortization of debt issuance costs included in interest expense was $0.2 million, $0.3 million and $0.2 million in fiscal 2015, 2014 and 2013, respectively. In addition, a loss on early extinguishment of debt of $0.3 million was recognized in fiscal 2013. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes that cost ratably over the vesting period. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling fees billed to customers are reported as revenue. Shipping and handling costs incurred are reported as cost of goods sold. Shipping and handling costs included in cost of goods sold were $2.1 million, $1.7 million and $1.4 million in fiscal 2015, 2014 and 2013 respectively. |
Advertising Costs | Advertising Costs Advertising costs are charged to operating expenses under the sales and marketing category in the periods incurred. Advertising costs were approximately $0.1 million, $0.1 million and $0.2 million in fiscal 2015, 2014 and 2013 respectively. |
Design, Research and Development | Design, Research and Development Design, research and development costs are charged to operating expenses under the engineering and project management category in the period incurred. Design, research and development costs were approximately $1.0 million, $1.1 million and $0.7 million in fiscal 2015, 2014 and 2013, respectively. |
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 financial statement purposes. These differences result in deferred tax assets and liabilities and are included in the Company’s Consolidated Balance Sheets. 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. |
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 common stockholders by the weighted average number of common shares outstanding. Diluted earnings per common share include the dilutive effect of stock options and warrants granted using the treasury stock method. |
Foreign Currency | Foreign Currency All balance sheet accounts of foreign operations are translated into U.S. dollars at the fiscal year-end rate of exchange. Consolidated Statements of Operations items are translated at the weighted average exchange rates for the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013. The resulting translation adjustments are recorded directly to accumulated other comprehensive income, a separate component of stockholders’ equity. Gains and losses from foreign currency transactions, such as those resulting from the settlement of foreign receivables or payables, are included in the Consolidated Statements of Operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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, under different assumptions or conditions. Considerable management judgment and experience is necessary to estimate the aggregate amount of costs that will ultimately be incurred related to a project. Such cost estimates include material, subcontractor, labor, delivery and start-up costs. Considerable management judgment is also necessary to assess the inherent uncertainties related to the interpretations of complex tax laws, regulation, and taxing authority rulings, as well as to the expiration of statutes of limitations in the jurisdiction in which the Company operates. A valuation allowance is recorded against a deferred tax asset if it is more likely than not that the asset will not be realized. |
New Accounting Pronouncements | New Accounting Pronouncements In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This new guidance will be effective for the Company beginning in fiscal 2017. We are currently evaluating the impact of this standard on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements- Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This update provides guidance on management’s responsibility to evaluate whether there is substantial doubt about the ability to continue as a going concern and to provide related interim and annual footnote disclosures. The amendments in this ASU are effective for reporting periods ending after December 15, 2016. We do not believe the adoption of this update will have a material impact on our financial statements. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a comprehensive new revenue recognition model that requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance will replace most existing revenue recognition guidance in U.S. GAAP. On July 9, 2015, the FASB deferred the effective date of the new revenue recognition standard by one year. Based on the FASB’s revised effective date, the new revenue standard will be effective beginning in our fiscal year 2019. Early adoption in our fiscal year 2018 is permitted. We are evaluating the effect the new revenue standard will have on our consolidated financial statements and related disclosures. |
NATURE OF OPERATIONS AND SUMM29
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Accounting Policies [Abstract] | |
Cash Balances Including Restricted Cash | For purposes of the statement of cash flows, 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): June 27, June 28, 2015 2014 Domestic $ 20,482 $ 19,351 International 14,319 23,493 Total $ 34,801 $ 42,844 |
Allowance for Doubtful Accounts | Changes in the Company’s allowance for doubtful accounts in the last two fiscal years are as follows (in thousands): Fiscal Fiscal Fiscal 2015 2014 2013 Balance at beginning of year $ 216 $ 300 $ 650 Bad debt expense 334 57 1,184 Accounts written off (73 ) (167 ) (1,534 ) Provision for bad debt assumed with acquisition - 26 - Balance at end of year $ 477 $ 216 $ 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 |
CCA ACQUISITIONS (Tables)
CCA ACQUISITIONS (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Business Combinations [Abstract] | |
Summary of Consideration Paid for Acquisition | The following table summarizes the consideration paid for the CCA acquisition and presents the final allocation of these amounts to the net tangible and identifiable intangible assets based on their estimated fair values as of the acquisition date. This allocation requires the significant use of estimates and is based on the information that was available to management at the time these consolidated financial statements were prepared (in thousands). Current assets $ 2,444 Property, plant and equipment 325 Identifiable intangible assets 2,760 Goodwill 5,951 Total assets acquired 11,480 Current liabilities (2,277 ) Net assets acquired $ 9,203 |
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. (Unaudited) (in thousands, except per share amounts) Fiscal 2014 Fiscal 2013 Revenue $ 140,250 $ 145,992 Net loss (37,180 ) (1,037 ) Net loss attributable to PMFG, Inc. (37,248 ) (1,629 ) Basic loss per common share (1.77 ) (0.08 ) Diluted loss per common share (1.77 ) (0.08 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Inventory Disclosure [Abstract] | |
Principal Components of Inventories | Principal components of inventories are as follows (in thousands): June 27, June 28, 2015 2014 Raw materials $ 4,931 $ 6,250 Work in progress 3,386 4,840 Finished goods 527 580 8,844 11,670 Reserve for obsolete and slow-moving inventories (854 ) (837 ) $ 7,990 $ 10,833 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Property Plant And Equipment [Abstract] | |
Details of Property, Plant and Equipment | Property, plant and equipment are summarized as follows (in thousands): Fiscal 2015 Fiscal 2014 Buildings and improvements $ 27,809 $ 26,206 Equipment 11,917 12,035 Furniture and fixtures 5,451 5,772 45,177 44,013 Less accumulated depreciation (18,919 ) (17,581 ) 26,258 26,432 Construction in progress 400 582 Land 4,500 4,619 $ 31,158 $ 31,633 |
GOODWILL AND OTHER INTANGIBLE33
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
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 29, 2013 through June 27, 2015 (in thousands): Environmental Process Systems Products Total Balance as of June 29, 2013 $ - $ 30,429 $ 30,429 Goodwill acquired 5,951 - 5,951 Goodwill impaired - (20,304 ) (20,304 ) Balance as of June 28, 2014 5,951 10,125 16,076 Allocation from sale of heat exchanger product line - (277 ) (277 ) Goodwill impaired - - - Balance as of June 27, 2015 $ 5,951 $ 9,848 $ 15,799 |
Acquisition-Related Intangible Assets | Acquisition-related intangible assets are as follows (in thousands): Weighted Average Remaining Useful Life (Years) Gross Value at of Year Adjustments Gross Value at End of Year Accumulated Amortization at Beginning of Year Adjustments Amortization expense Accumulated Amortization at End of Year Net Book Value Fiscal 2015 Design guidelines Indefinite $ 4,060 $ (350 ) $ 3,710 $ - $ - $ - $ - $ 3,710 Customer relationships 7 8,840 (325 ) 8,515 (4,112 ) 186 (668 ) (4,594 ) 3,921 Trade names Indefinite 3,082 (272 ) 2,810 - - - 2,810 Licensing agreements 0 2,199 - 2,199 (2,199 ) - - (2,199 ) - Acquired backlog 0 6,861 - 6,861 (6,861 ) - (6,861 ) - $ 25,042 $ (947 ) $ 24,095 $ (13,172 ) $ 186 $ (668 ) $ (13,654 ) $ 10,441 Fiscal 2014 Design guidelines Indefinite $ 6,940 $ (2,880 ) $ 4,060 $ - $ - $ - $ - $ 4,060 Customer relationships 7 7,940 900 8,840 (3,429 ) - (683 ) (4,112 ) 4,728 Trade names Indefinite 4,729 (1,647 ) 3,082 - - - 3,082 Licensing agreements 0 2,199 - 2,199 (2,199 ) - - (2,199 ) - Acquired backlog 0 6,801 60 6,861 (6,801 ) - (60 ) (6,861 ) - $ 28,609 $ (3,567 ) $ 25,042 $ (12,429 ) $ - $ (743 ) $ (13,172 ) $ 11,870 |
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense | The estimated amortization expense for each of the next five fiscal years is as follows (in thousands): Fiscal Year 2016 $ 579 2017 578 2018 573 2019 573 2020 573 |
ACCRUED LIABILITIES AND OTHER (
ACCRUED LIABILITIES AND OTHER (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Payables And Accruals [Abstract] | |
Components of Accrued Liabilities and Other | The components of accrued liabilities and other are as follows (in thousands): June 27, 2015 June 28, 2014 Accrued compensation $ 3,137 $ 2,735 Accrued services 3,285 3,839 Subsidiary short-term debt 1,611 1,608 Deferred consideration - 567 Other 948 961 $ 8,981 $ 9,710 |
COSTS AND ESTIMATED EARNINGS 35
COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Contractors [Abstract] | |
Costs in Excess of Billings and Billings in Excess of Costs [Table Text Block] | The components of uncompleted contracts are as follows (in thousands): June 27, 2015 June 28, 2014 Costs incurred on uncompleted contracts and estimated earnings $ 82,379 $ 97,551 Less billings to date (67,015 ) (86,545 ) $ 15,364 $ 11,006 |
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): June 27, June 28, 2015 2014 Costs and earnings in excess of billings on uncompleted contracts $ 23,871 $ 19,854 Billings in excess of costs and earnings on uncompleted contracts (8,507 ) (8,848 ) $ 15,364 $ 11,006 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Debt Disclosure [Abstract] | |
Outstanding Long-Term Obligations | Outstanding long-term obligations are as follows (in thousands): June 27, June 28, Maturities 2015 2014 Term loan A 2019 $ 617 $ 981 Term loan B 2022 9,030 9,466 Subsidiary loan 2017 4,511 6,110 Total long-term debt 14,158 16,557 Less current maturities (11,258 ) (2,408 ) Total long-term debt, net of current portion $ 2,900 $ 14,149 |
Summary of Maturities on Long-Term Debt | The maturities on long-term debt are as follows (in thousands): Fiscal Year 2016 $ 11,258 2017 1,850 2018 1,050 2019 - 2020 - Thereafter - $ 14,158 |
PRODUCT WARRANTIES (Tables)
PRODUCT WARRANTIES (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Guarantees [Abstract] | |
Summary of Product Warranty Activity | A rollforward of the product warranty is as follows (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Balance at beginning of period $ 2,527 $ 2,241 $ 2,615 Provision for warranty expense 1,134 1,157 1,864 Warranty charges (1,441 ) (1,071 ) (2,238 ) Provision for warranty expense assumed with acquisition - 200 - Balance at end of period $ 2,220 $ 2,527 $ 2,241 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Leases Future Minimum Rental Commitments | At June 27, 2015, future minimum rental payments under all operating leases are as follows (in thousands): Total Fiscal Year Amount 2016 $ 1,737 2017 966 2018 356 2019 337 2020 124 Thereafter - $ 3,520 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock Award Activity | A summary of the restricted stock award activity under the plans for fiscal 2015, 2014 and 2013 is as follows: Fiscal 2015 Fiscal 2014 Fiscal 2013 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Balance at beginning of period 173,866 $ 7.54 80,345 $ 8.10 - $ - New Grants 228,251 5.62 162,392 7.26 146,377 8.10 Vested (108,849 ) 6.59 (40,434 ) 7.69 (62,782 ) 8.10 Forfeited (33,335 ) 6.41 (28,437 ) 7.73 (3,250 ) 8.10 Balance at end of period 259,933 $ 6.38 173,866 $ 7.54 80,345 $ 8.10 |
Option Activity Under Company's Stock-Based Compensation Plans | A summary of the option activity under the Company’s stock-based compensation plans for fiscal 2015, 2014 and 2013 is as follows (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Balance at beginning of year 34,200 $ 4.58 37,200 $ 4.73 43,200 $ 4.32 Exercised (20,600 ) 4.38 (3,000 ) 3.63 (6,000 ) 3.16 Forfeited after vesting (1,600 ) 3.63 - - - - Balance at end of year 12,000 $ 5.05 34,200 $ 4.58 37,200 $ 4.73 Exercisable at end of year 12,000 $ 5.05 34,200 $ 4.58 37,200 $ 4.73 |
DERIVATIVE FINANCIAL INSTRUME40
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Interest Rate Agreements | The following table summarizes the various interest rate agreements in effect as of June 27, 2015 (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 June 27, 2015 June 28, 2014 June 27, 2015 June 28, 2014 Interest rate swap contracts $ - $ - $ (79 ) $ (68 ) |
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 as of June 27, 2015 Level 1 Level 2 Level 3 Liability - Interest rate swap contracts $ (79 ) $ - $ (79 ) $ - Fair Value as of June 28, 2014 Level 1 Level 2 Level 3 Liability - Interest rate swap contracts $ (68 ) $ - $ (68 ) $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of Earnings (Loss) Before Income Tax | The Company’s loss before income taxes are as follows (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 United States $ (8,215 ) $ (35,595 ) $ (2,928 ) International 513 (4,000 ) 2,911 $ (7,702 ) $ (39,595 ) $ (17 ) |
Schedule of Deferred Assets and Liabilities | The temporary differences that give rise to the deferred tax assets or liabilities are as follows (in thousands): June 27, 2015 June 28, 2014 Deferred tax assets Inventories $ 418 $ 311 Accrued liabilities 1,057 880 Accounts receivable 52 35 Net operating loss carry-forwards 5,874 4,930 Stock based compensation 172 123 Foreign tax credit 45 40 Deferred rent 89 67 Research and development credits 1,581 1,731 Other 9 31 Valuation allowance (7,239 ) (5,574 ) 2,058 2,574 Deferred tax liabilities Property, plant and equipment (979 ) (901 ) Intangible assets (2,444 ) (3,253 ) Percentage of completion (121 ) (279 ) Other (27 ) (28 ) (3,571 ) (4,461 ) Net deferred tax liability $ (1,513 ) $ (1,887 ) |
Deferred Tax Assets and Liabilities Included in the Consolidated Balance Sheets | Deferred tax assets and liabilities included in the Consolidated Balance Sheets are as follows (in thousands): June 27, 2015 June 28, 2014 Current deferred tax asset, net $ 214 $ 173 Non-current deferred tax liability, net (1,727 ) (2,060 ) $ (1,513 ) $ (1,887 ) |
Expense for Income Taxes | The expense for income taxes consists of the following (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Current tax (expense) benefit Federal $ (26 ) $ (189 ) $ (1,471 ) State (224 ) (51 ) (76 ) Foreign (645 ) (427 ) (1,082 ) (895 ) (667 ) (2,629 ) Deferred tax benefit Federal 154 2,166 1,166 State (8 ) (8 ) (5 ) Foreign 229 (214 ) (3 ) 375 1,944 1,158 $ (520 ) $ 1,277 $ (1,471 ) |
Effective Tax Reconciliation | The income tax expense varies from the federal statutory rate due to the following (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Income tax expense at federal statutory rate $ 2,469 $ 13,462 $ 6 Decrease (increase) in income tax expense resulting from: State tax, net of federal benefit (41 ) (34 ) (52 ) Effect of lower tax rate on foreign income 81 (679 ) 163 Other permanent items (604 ) (494 ) (135 ) Research and development expenditure credits - 150 539 Changes in uncertain tax positions (143 ) 91 (787 ) Other 59 (35 ) 60 Transaction expense (680 ) - - Goodwill impairment - (6,903 ) - Valuation allowance (1,661 ) (4,281 ) (1,265 ) Income tax (expense) benefit $ (520 ) $ 1,277 $ (1,471 ) |
Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Beginning balance $ 1,356 $ 1,447 $ 660 Additions for tax positions of current year 170 34 193 Adjustments for tax positions of prior years - - 865 Settlements (35 ) (125 ) (271 ) Ending balance $ 1,491 $ 1,356 $ 1,447 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | The following table sets forth the computation for basic and diluted earnings per share for the periods indicated (in thousands, except per share amounts). Fiscal 2015 Fiscal 2014 Fiscal 2013 Net loss attributable to PMFG, Inc. common shareholders $ (8,472 ) $ (38,384 ) $ (2,080 ) Basic weighted average common shares outstanding 21,274 21,086 20,930 Effect of dilutive options and restricted stock - - - Diluted weighted average common shares outstanding 21,274 21,086 20,930 Basic and diluted loss per share $ (0.40 ) $ (1.82 ) $ (0.10 ) |
INDUSTRY SEGMENT AND GEOGRAPH43
INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Segment Reporting [Abstract] | |
Segment Information and Reconciliation to Operating Profit | Segment information and a reconciliation to operating profit for the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013 are presented below (in thousands): Fiscal 2015 Fiscal 2014 Fiscal 2013 Revenue Environmental $ 53,335 $ 31,675 $ 21,189 Process Products 105,308 98,975 112,703 Consolidated $ 158,643 $ 130,650 $ 133,892 Operating income (loss) Environmental $ 11,656 $ 6,315 $ 4,035 Process Products 5,722 (22,841 ) 19,006 Reconciling items (24,189 ) (20,714 ) (22,223 ) Consolidated $ (6,811 ) $ (37,240 ) $ 818 |
Revenue from External Customers Based on Location | Revenue from external customers based on the location of the customer is as follows for the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013 (in thousands): Fiscal Year United States International Consolidated 2015 $ 91,863 $ 66,780 $ 158,643 2014 80,045 50,605 130,650 2013 70,986 62,906 133,892 |
Identifiable Long-Lived Assets of Geographic Areas | Identifiable long-lived assets of geographic areas are those assets related to the Company’s operations in each area as follows (in thousands): Fiscal Year United States International Consolidated 2015 $ 17,444 $ 13,714 $ 31,158 2014 18,533 13,100 31,633 2013 16,415 7,616 24,031 |
QUARTERLY CONSOLIDATED FINANC44
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Jun. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Consolidated Financial Information | The following tables represent the quarterly consolidated financial data of the Company for fiscal 2015, 2014 and 2013 (in thousands, except per share amounts): Fiscal 2015 First Quarter Second Third Quarter Fourth Quarter Total Revenue $ 45,259 $ 40,920 $ 34,766 $ 37,698 $ 158,643 Gross profit 14,834 12,797 8,581 9,385 45,597 Operating expenses 12,704 13,374 11,288 15,042 52,408 Operating income (loss) 2,130 (577 ) (2,707 ) (5,657 ) (6,811 ) Net earnings (loss) 1,840 (1,073 ) (2,311 ) (6,678 ) (8,222 ) Basic and diluted loss per share $ 0.09 $ (0.06 ) $ (0.11 ) $ (0.31 ) $ (0.40 ) Fiscal 2014 First Quarter Second Third Quarter Fourth Quarter Total Revenue $ 29,071 $ 29,613 $ 32,273 $ 39,693 $ 130,650 Gross profit 9,707 8,127 8,042 10,020 35,896 Operating expenses 11,367 9,704 11,659 40,405 73,135 Operating income (loss) (1,660 ) (1,577 ) (3,617 ) (30,386 ) (37,240 ) Net earnings (loss) (1,570 ) (2,925 ) (3,764 ) (30,059 ) (38,318 ) Basic and diluted earnings (loss) per share $ (0.07 ) $ (0.14 ) $ (0.18 ) $ (1.42 ) $ (1.82 ) Fiscal 2013 First Quarter Second Third Quarter Fourth Quarter Total Revenue $ 32,977 $ 31,452 $ 34,970 $ 34,493 $ 133,892 Gross profit 11,392 11,529 10,747 13,132 46,800 Operating expenses 10,932 10,669 9,725 14,656 45,982 Operating income (loss) 460 860 1,022 (1,524 ) 818 Net earnings (loss) (6 ) 593 697 (2,772 ) (1,488 ) Basic and diluted earnings (loss) per share $ (0.01 ) $ 0.02 $ 0.03 $ (0.13 ) $ (0.10 ) |
Nature of Operations and Summ45
Nature of Operations and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015USD ($)Segment | Jun. 28, 2014USD ($) | Jun. 29, 2013USD ($) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of reporting segments | Segment | 2 | ||
Quarterly period end period | |||
Quarterly period end period, next year | |||
Maturity of liquid investments purchased | |||
Cash held in banks in the United States exceeding federally insured limits | $ 5,900 | ||
Foreign bank balances outside United States | 14,300 | $ 23,500 | |
Restricted cash | 17,252 | 15,570 | |
Foreign restricted cash balances | $ 5,200 | 5,600 | |
Revenue recorded under percentage of completion accounting method | 80.00% | ||
Period of product warranty | |||
Amortization of debt issuance | $ 200 | 300 | $ 200 |
Loss on extinguishment of debt | 291 | ||
Shipping and handling costs incurred | 2,100 | 1,700 | 1,400 |
Advertising costs | 100 | 100 | 200 |
Design, research and development costs | $ 1,000 | $ 1,100 | $ 700 |
Maximum [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Accounts receivables due date | 30 days | ||
Peerless Propulsys [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Equity method investment, ownership percentage | 60.00% | ||
Equity investment entitles to earnings | 80.00% |
Cash Balances Including Restric
Cash Balances Including Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash balances, including restricted cash | $ 34,801 | $ 42,844 |
Domestic [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash balances, including restricted cash | 20,482 | 19,351 |
International [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash balances, including restricted cash | $ 14,319 | $ 23,493 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Allowance For Doubtful Accounts Receivable Rollforward | |||
Balance at beginning of year | $ 216 | $ 300 | $ 650 |
Bad debt expense | 334 | 57 | 1,184 |
Accounts written off | (73) | (167) | (1,534) |
Provision for bad debt assumed with acquisition | 26 | ||
Balance at end of year | $ 477 | $ 216 | $ 300 |
Depreciation of Property, Plant
Depreciation of Property, Plant and Equipment (Detail) | 12 Months Ended |
Jun. 27, 2015 | |
Buildings and improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Buildings and improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 40 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 3 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 10 years |
Furniture and Fixtures [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 |
Concentrations of Credit Risk -
Concentrations of Credit Risk - Additional Information (Detail) | 12 Months Ended |
Jun. 27, 2015Segment | |
Risks And Uncertainties [Abstract] | |
Number of primary business segments | 2 |
CCA Acquisitions - Additional I
CCA Acquisitions - Additional Information (Detail) - USD ($) | Mar. 28, 2014 | Jun. 27, 2015 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | Jul. 01, 2012 |
Business Acquisition [Line Items] | ||||||
Purchase Price | $ 9,200,000 | $ 8,900,000 | ||||
Performance-based contingent consideration | $ 300,000 | |||||
Acquired receivables, fair value | 2,000,000 | $ 2,000,000 | ||||
Acquired intangible assets | $ 2,800,000 | 2,800,000 | ||||
Amortization expense related to intangible assets | $ 668,000 | 743,000 | $ 1,000,000 | |||
Acquisition related cost | 576,000 | |||||
Pro Forma [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma acquisition related cost | $ 700,000 | |||||
Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amortization Period Of Intangible Assets | 6 months | |||||
Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amortization Period Of Intangible Assets | 10 years | |||||
Combustion Components Associates, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amortization expense related to intangible assets | $ 100,000 | $ 100,000 |
Summary of Consideration Paid f
Summary of Consideration Paid for the Acquisition (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 |
Business Acquisition [Line Items] | |||
Goodwill | $ 15,799 | $ 16,076 | $ 30,429 |
Combustion Components Associates, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | 2,444 | ||
Property, plant and equipment | 325 | ||
Identifiable intangible assets | 2,760 | $ 2,800 | |
Goodwill | 5,951 | ||
Total assets acquired | 11,480 | ||
Current liabilities | (2,277) | ||
Net assets acquired | $ 9,203 |
Summary of Unaudited Proforma I
Summary of Unaudited Proforma Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 28, 2014 | Jun. 29, 2013 | |
Business Combinations [Abstract] | ||
Revenue | $ 140,250 | $ 145,992 |
Net loss | (37,180) | (1,037) |
Net loss attributable to PMFG, Inc. | $ (37,248) | $ (1,629) |
Basic loss per common share | $ (1.77) | $ (0.08) |
Diluted loss per common share | $ (1.77) | $ (0.08) |
Principal Components of Invento
Principal Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,931 | $ 6,250 |
Work in progress | 3,386 | 4,840 |
Finished goods | 527 | 580 |
Inventory, Gross, Total | 8,844 | 11,670 |
Reserve for obsolete and slow-moving inventories | (854) | (837) |
Inventories, net | $ 7,990 | $ 10,833 |
Details of Property, Plant and
Details of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 45,177 | $ 44,013 |
Less accumulated depreciation | (18,919) | (17,581) |
Property Plant and Equipment, Gross | 26,258 | 26,432 |
Construction in progress | 400 | 582 |
Property, plant and equipment, net | 31,158 | 31,633 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 27,809 | 26,206 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 11,917 | 12,035 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 5,451 | 5,772 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 4,500 | $ 4,619 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 28, 2013 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense for property, plant and equipment | $ 1,900 | $ 1,800 | $ 1,700 | |
Amount of depreciation allocated to cost of goods sold | 800 | 800 | 700 | |
Property, plant and equipment, net. (carrying value of disposed assets) | $ 200 | |||
Proceeds from disposal of property | $ 500 | $ 3 | 521 | $ 135 |
Gain on disposal of property | $ 300 |
Summary of Activity and Balance
Summary of Activity and Balances Related to Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 27, 2015 | Jun. 28, 2014 | |
Goodwill [Line Items] | ||
Goodwill beginning balance | $ 16,076 | $ 30,429 |
Goodwill acquired | 5,951 | |
Allocation from sale of heat exchanger product line | (277) | |
Goodwill impaired | (20,304) | |
Goodwill ending balance | 15,799 | 16,076 |
Environmental Systems [Member] | ||
Goodwill [Line Items] | ||
Goodwill beginning balance | 5,951 | |
Goodwill acquired | 5,951 | |
Goodwill ending balance | 5,951 | 5,951 |
Process Products [Member] | ||
Goodwill [Line Items] | ||
Goodwill beginning balance | 10,125 | 30,429 |
Allocation from sale of heat exchanger product line | (277) | |
Goodwill impaired | (20,304) | |
Goodwill ending balance | $ 9,848 | $ 10,125 |
Goodwill and Other Intangible57
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 27, 2015 | Mar. 28, 2015 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 |
Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Impairment charge of goodwill | $ 20,304 | ||||
Impairment of Intangible Assets, Indefinite-lived | $ 406 | 6,327 | $ 3,525 | ||
Adjustments to accumulated amortization | 186 | ||||
Amortization expense | 668 | 743 | 1,000 | ||
General and Administrative Expense [Member] | |||||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Amortization expense | 700 | 700 | $ 1,000 | ||
Nitram Energy Inc. [Member] | |||||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Impairment charge of goodwill | 20,300 | ||||
Impairment of Intangible Assets, Indefinite-lived | 6,300 | ||||
Combustion Components Associates, Inc [Member] | |||||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | 2,760 | 2,800 | |||
Amortization expense | 100 | $ 100 | |||
Heat Exchanger Product Line [Member] | |||||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Proceeds from sale of product line | $ 2,000 | $ 2,300 | |||
Gain loss on sale of product line | $ 1,200 | ||||
Adjustments to the gross value | 500 | ||||
Adjustments to accumulated amortization | $ 200 |
Acquisition-Related Intangible
Acquisition-Related Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Accumulated Amortization at Beginning of Year | $ (13,172) | $ (12,429) | |
Adjustments | 186 | ||
Amortization expense | (668) | (743) | $ (1,000) |
Accumulated Amortization at End of Year | (13,654) | (13,172) | (12,429) |
Adjustments | (406) | (6,327) | (3,525) |
Total Gross Value at Beginning of Year | 25,042 | 28,609 | |
Adjustments | (947) | (3,567) | |
Total Gross Value at End of Year | 24,095 | 25,042 | 28,609 |
Total Net Book Value | 10,441 | 11,870 | |
Design guidelines [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Gross Value at Beginning of Year | 4,060 | 6,940 | |
Adjustments | (350) | (2,880) | |
Gross Value at End of Year | 3,710 | 4,060 | 6,940 |
Net Book Value | 3,710 | 4,060 | |
Trade names [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Gross Value at Beginning of Year | 3,082 | 4,729 | |
Adjustments | (272) | (1,647) | |
Gross Value at End of Year | 2,810 | 3,082 | 4,729 |
Net Book Value | $ 2,810 | $ 3,082 | |
Customer relationships [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Weighted Average Estimated Useful Life | 7 years | 7 years | |
Gross Value at Beginning of Year, finite | $ 8,840 | $ 7,940 | |
Adjustments Finite | (325) | 900 | |
Gross Value at End of Year, finite | 8,515 | 8,840 | 7,940 |
Accumulated Amortization at Beginning of Year | (4,112) | (3,429) | |
Adjustments | 186 | ||
Amortization expense | (668) | (683) | |
Accumulated Amortization at End of Year | (4,594) | (4,112) | (3,429) |
Net Book Value, Finite | $ 3,921 | $ 4,728 | |
Licensing Agreements [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Weighted Average Estimated Useful Life | |||
Gross Value at Beginning of Year, finite | $ 2,199 | $ 2,199 | |
Gross Value at End of Year, finite | 2,199 | 2,199 | 2,199 |
Accumulated Amortization at Beginning of Year | (2,199) | (2,199) | |
Accumulated Amortization at End of Year | $ (2,199) | $ (2,199) | (2,199) |
Acquired backlog [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Weighted Average Estimated Useful Life | |||
Gross Value at Beginning of Year, finite | $ 6,861 | $ 6,801 | |
Adjustments Finite | 60 | ||
Gross Value at End of Year, finite | 6,861 | 6,861 | 6,801 |
Accumulated Amortization at Beginning of Year | (6,861) | (6,801) | |
Amortization expense | (60) | ||
Accumulated Amortization at End of Year | $ (6,861) | $ (6,861) | $ (6,801) |
Estimated Aggregate Finite-Live
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense (Detail) $ in Thousands | Jun. 27, 2015USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,016 | $ 579 |
2,017 | 578 |
2,018 | 573 |
2,019 | 573 |
2,020 | $ 573 |
Components of Accrued Liabiliti
Components of Accrued Liabilities and Other (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 3,137 | $ 2,735 |
Accrued services | 3,285 | 3,839 |
Subsidiary short-term debt | 1,611 | 1,608 |
Deferred consideration | 567 | |
Other | 948 | 961 |
Accrued liabilities and other | $ 8,981 | $ 9,710 |
Accrued Liabilities and Other -
Accrued Liabilities and Other - Additional Information (Detail) ¥ in Millions, $ in Millions | Dec. 31, 2014USD ($) | Dec. 31, 2014JPY (¥) | Jul. 31, 2013USD ($) | Jul. 31, 2013JPY (¥) |
Payables And Accruals [Abstract] | ||||
Short-term borrowings | $ 1.6 | ¥ 10 | $ 1.6 | ¥ 10 |
Interest rate on borrowings | 6.50% | 6.50% | 6.60% | 6.60% |
Components of Uncompleted Contr
Components of Uncompleted Contracts (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Contractors [Abstract] | ||
Costs incurred on uncompleted contracts and estimated earnings | $ 82,379 | $ 97,551 |
Less billings to date | (67,015) | (86,545) |
Total uncompleted contracts | $ 15,364 | $ 11,006 |
Components of Uncompleted Con63
Components of Uncompleted Contracts Reflected in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Contractors [Abstract] | ||
Costs and earnings in excess of billings on uncompleted contracts | $ 23,871 | $ 19,854 |
Billings in excess of costs and earnings on uncompleted contracts | (8,507) | (8,848) |
Total uncompleted contracts | $ 15,364 | $ 11,006 |
Outstanding Long-Term Obligatio
Outstanding Long-Term Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 27, 2015 | Jun. 28, 2014 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 14,158 | $ 16,557 |
Less current maturities | (11,258) | (2,408) |
Total long-term debt, net of current portion | $ 2,900 | 14,149 |
Term loan A [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, maturity year | 2,019 | |
Total long-term debt | $ 617 | 981 |
Term loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, maturity year | 2,022 | |
Total long-term debt | $ 9,030 | 9,466 |
Subsidiary loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, maturity year | 2,017 | |
Total long-term debt | $ 4,511 | $ 6,110 |
Summary of Maturities on Long-T
Summary of Maturities on Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Maturities Of Long Term Debt [Abstract] | ||
2,016 | $ 11,258 | |
2,017 | 1,850 | |
2,018 | 1,050 | |
Total long-term debt | $ 14,158 | $ 16,557 |
Long - Term Debt - Additional I
Long - Term Debt - Additional Information (Detail) € in Millions, ¥ in Millions, £ in Millions | Mar. 27, 2015USD ($) | Mar. 28, 2015USD ($) | Jul. 31, 2013USD ($) | Jul. 31, 2013JPY (¥) | Jun. 27, 2015USD ($) | Jun. 27, 2015JPY (¥) | Jun. 27, 2015GBP (£) | Jun. 27, 2015EUR (€) | Jun. 28, 2014USD ($) | Jun. 28, 2014GBP (£) | Jun. 28, 2014EUR (€) | Sep. 28, 2012USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 2.90% | 2.90% | 2.90% | 2.90% | ||||||||
Minimum debt service coverage ratio | 150.00% | 150.00% | 150.00% | 150.00% | ||||||||
Other financial covenant, description | Minimum consolidated tangible net worth not less than $65.0 million plus 50% of the consolidated net income reported subsequent to the fiscal year ended on June 30, 2013 | |||||||||||
Interest rate protection, percentage of aggregate outstanding amount of term loan | 50.00% | 50.00% | 50.00% | 50.00% | ||||||||
Debt service coverage ratio | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||
Amount waived upon dispositions | $ 500,000 | |||||||||||
Cash deposited | 2,300,000 | |||||||||||
Financial covenant compliance | At June 27, 2015, the Company’s DSCR was less than 1.50 to 1.00 and the Company maintained $12.0 million in a blocked collateral account. | |||||||||||
Borrowing amount outstanding | $ 14,158,000 | $ 16,557,000 | ||||||||||
Restricted cash | $ 17,252,000 | 15,570,000 | ||||||||||
PCMC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan commitment amount | $ 6,900,000 | ¥ 43 | ||||||||||
Loan maturity date | Dec. 20, 2017 | |||||||||||
Borrowing amount outstanding | $ 4,500,000 | ¥ 28 | ||||||||||
Interest rate | 7.00% | |||||||||||
Issuance of letters of credit and bank guarantees | $ 600,000 | 800,000 | ||||||||||
Restricted cash | 600,000 | 800,000 | ||||||||||
Subsidiary [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing amount outstanding | 4,511,000 | 6,110,000 | ||||||||||
Subsidiary [Member] | U.K. [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Outstanding borrowings under revolving credit facility | 5,700,000 | £ 3.6 | 7,900,000 | £ 4.6 | ||||||||
Issuance of letters of credit and bank guarantees | 9,400,000 | 6 | 10,200,000 | 6 | ||||||||
Restricted cash | 2,900,000 | £ 1.8 | 3,000,000 | £ 1.8 | ||||||||
Subsidiary [Member] | German [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Outstanding borrowings under revolving credit facility | 2,500,000 | € 2.2 | 3,800,000 | € 2.8 | ||||||||
Issuance of letters of credit and bank guarantees | 5,400,000 | 4.8 | 6,600,000 | 4.8 | ||||||||
Restricted cash | 800,000 | € 0.7 | 1,200,000 | € 0.9 | ||||||||
Subsidiary [Member] | Singapore [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of letters of credit and bank guarantees | 2,000,000 | 1,500,000 | ||||||||||
Secured cash deposit | 1,000,000 | 600,000 | ||||||||||
Heat Exchanger Product Line [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from sale of product line | $ 2,000,000 | 2,300,000 | ||||||||||
Before Credit Agreement Amendment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Cash in special collateral account | $ 10,000,000 | |||||||||||
After Credit Agreement Amendment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Cash in special collateral account | $ 12,000,000 | |||||||||||
Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis point based on CFD ratio | 0.00% | |||||||||||
Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis point based on CFD ratio | 75.00% | |||||||||||
Leverage ratio | 1.75% | 1.75% | 1.75% | 1.75% | ||||||||
Debt service coverage ratio | 1.50% | 1.50% | 1.50% | 1.50% | ||||||||
Federal Reserve System Plus [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective reserve rate | 0.50% | 0.50% | 0.50% | 0.50% | ||||||||
Libor Plus [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective reserve rate | 2.00% | 2.00% | 2.00% | 2.00% | ||||||||
Term loan A [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility current borrowing capacity | $ 2,000,000 | |||||||||||
Borrowing amount outstanding | $ 617,000 | 981,000 | ||||||||||
Term loan B [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility current borrowing capacity | 10,000,000 | |||||||||||
Borrowing amount outstanding | $ 9,030,000 | $ 9,466,000 | ||||||||||
Senior Secured Credit Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility current borrowing capacity | $ 30,000,000 | |||||||||||
Maturity period of revolving credit facility | Sep. 30, 2015 | |||||||||||
Maximum borrowing availability | $ 30,000,000 | |||||||||||
Percentage of eligible accounts receivable | 80.00% | |||||||||||
Percentage of eligible inventory | 50.00% | |||||||||||
Percentage of cash in special collateral account | 100.00% | |||||||||||
Outstanding borrowings under revolving credit facility | $ 0 | |||||||||||
Outstanding letters of credit | 6,300,000 | |||||||||||
Available capacity for additional borrowings | $ 4,200,000 | |||||||||||
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 ½ 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. | |||||||||||
Blocked collateral account | $ 12,000,000 | |||||||||||
Letter of Credit [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of cash in special collateral account | 100.00% | |||||||||||
Warranty Related Letter Of Credit [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of cash in special collateral account | 30.00% | |||||||||||
Outstanding under the credit agreement | $ 3,000,000 |
Product Warranties - Additional
Product Warranties - Additional Information (Detail) | 12 Months Ended |
Jun. 27, 2015 | |
Guarantees [Abstract] | |
Product warranty period minimum | 12 months |
Product warranty period maximum | 18 months |
Summary of Product Warranty Act
Summary of Product Warranty Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Guarantees [Abstract] | |||
Balance at beginning of period | $ 2,527 | $ 2,241 | $ 2,615 |
Provision for warranty expense | 1,134 | 1,157 | 1,864 |
Warranty charges | (1,441) | (1,071) | (2,238) |
Provision for warranty expense assumed with acquisition | 200 | ||
Balance at end of period | $ 2,220 | $ 2,527 | $ 2,241 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Total Rent Expense | $ 1.2 | $ 1.2 | $ 1.3 |
Operating Leases Future Minimum
Operating Leases Future Minimum Rental Payments (Detail) $ in Thousands | Jun. 27, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 1,737 |
2,017 | 966 |
2,018 | 356 |
2,019 | 337 |
2,020 | 124 |
Total Operating Leases, Future Minimum Payments Due | $ 3,520 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2013 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | Nov. 30, 2007 | Jan. 31, 2002 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 1,266,000 | $ 900,000 | $ 511,000 | |||
Unvested restricted stocks, weighted average remaining term | 10 months 24 days | |||||
Total unrecognized compensation costs | $ 1,500,000 | |||||
Stock options, granted | 0 | 0 | 0 | |||
Options outstanding and exercisable, weighted average remaining term | 8 months 16 days | 1 year 26 days | ||||
Aggregate intrinsic value based upon the closing price of the Company's common stock | $ 20,420 | $ 13,000 | ||||
Stock option and restricted stock plan (the "2001 Plan") [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares issued | 1,000,000 | |||||
Stock option and restricted stock plan (the "2007 Plan") [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares issued | 1,800,000 | |||||
Common stock, shares issued, description | Shares are available for grant only under the 2007 Plan. | |||||
Restricted stock awards [Member] | Fiscal year 2014 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation vesting period | 3 years | |||||
Restricted stock awards [Member] | Fiscal year 2013 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation vesting period | 4 years | |||||
Restricted stock units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation performance period | 1 year | |||||
Restricted stock units [Member] | Share-based Compensation Award, Tranche One [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Change in range on the number of units granted | 0.00% | |||||
Restricted stock units [Member] | Share-based Compensation Award, Tranche One [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Change in range on the number of units granted | 200.00% |
Restricted Stock Award activity
Restricted Stock Award activity (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Balance at beginning of period, Shares | 173,866 | 80,345 | |
New Grants, Shares | 228,251 | 162,392 | 146,377 |
Vested, Shares | (108,849) | (40,434) | (62,782) |
Forfeited, Shares | (33,335) | (28,437) | (3,250) |
Balance at end of period, Shares | 259,933 | 173,866 | 80,345 |
Balance at beginning of period, Weighted Average Grant Date Fair Value | $ 7.54 | $ 8.10 | |
New Grants, Weighted Average Grant Date Fair Value | 5.62 | 7.26 | $ 8.10 |
Vested, Weighted Average Grant Date Fair Value | 6.59 | 7.69 | 8.10 |
Forfeited, Weighted Average Grant Date Fair value | 6.41 | 7.73 | 8.10 |
Balance at end of period, Weighted Average Grant Date Fair Value | $ 6.38 | $ 7.54 | $ 8.10 |
Option Activity Under Company's
Option Activity Under Company's Stock-Based Compensation Plans (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Balance at beginning of year, Stock Options | 34,200 | 37,200 | 43,200 |
Stock Options, Exercised | (20,600) | (3,000) | (6,000) |
Number of Stock Options, Forfeited after vesting | (1,600) | ||
Balance at end of year, Stock Options | 12,000 | 34,200 | 37,200 |
Number of Stock Options, Exercisable at end of year | 12,000 | 34,200 | 37,200 |
Balance at beginning of year, Weighted Average Exercise Price | $ 4.58 | $ 4.73 | $ 4.32 |
Exercised, Weighted Average Exercise Price | 4.38 | 3.63 | 3.16 |
Forfeited after vesting, Weighted Average Exercise Price | 3.63 | ||
Balance at end of year, Weighted Average Exercise Price | 5.05 | 4.58 | 4.73 |
Exercisable at end of year, Weighted Average Exercise Price | $ 5.05 | $ 4.58 | $ 4.73 |
Summary of Interest Rate Agreem
Summary of Interest Rate Agreements (Detail) - Jun. 27, 2015 - Interest Expense [Member] - USD ($) | Total |
1.95 % Fixed Interest Rate Due In September 30, 2022 [Member] | |
Derivative [Line Items] | |
Fixed Interest Rate | 1.95% |
Expiration Date | Sep. 30, 2022 |
Notional Amounts | $ 9,000,000 |
1.50 % Fixed Interest Rate Due In September 30, 2019 [Member] | |
Derivative [Line Items] | |
Fixed Interest Rate | 1.50% |
Expiration Date | Sep. 30, 2019 |
Notional Amounts | $ 1,000,000 |
Derivatives Recorded at Fair Va
Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative Liabilities | $ (79) | $ (68) |
Summary of Derivative Assets an
Summary of Derivative Assets and Liabilities Measured at Fair Value (Detail) - Interest Rate Swap [Member] - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability - Interest rate swap contracts | $ (79) | $ (68) |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability - Interest rate swap contracts | $ (79) | $ (68) |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Postemployment Benefits [Abstract] | |||
Days of service | 90 days | ||
Contribution expense | $ 0.7 | $ 0.6 | $ 0.6 |
Summary of Earnings (Loss) Befo
Summary of Earnings (Loss) Before Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (8,215) | $ (35,595) | $ (2,928) |
International | 513 | (4,000) | 2,911 |
Loss before income taxes | $ (7,702) | $ (39,595) | $ (17) |
Schedule of Deferred Assets and
Schedule of Deferred Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Deferred tax assets | ||
Inventories | $ 418 | $ 311 |
Accrued liabilities | 1,057 | 880 |
Accounts receivable | 52 | 35 |
Net operating loss carry-forwards | 5,874 | 4,930 |
Stock based compensation | 172 | 123 |
Foreign tax credit | 45 | 40 |
Deferred rent | 89 | 67 |
Research and development credits | 1,581 | 1,731 |
Other | 9 | 31 |
Valuation allowance | (7,239) | (5,574) |
Deferred tax assets net of Valuation Allowance | 2,058 | 2,574 |
Deferred tax liabilities | ||
Property, plant and equipment | (979) | (901) |
Intangible assets | (2,444) | (3,253) |
Percentage of completion | (121) | (279) |
Other | (27) | (28) |
Gross deferred tax liabilities | (3,571) | (4,461) |
Net deferred tax liability | $ (1,513) | $ (1,887) |
Deferred Tax Assets and Liabili
Deferred Tax Assets and Liabilities Included in the Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 |
Income Tax Disclosure [Abstract] | ||
Current deferred tax asset, net | $ 214 | $ 173 |
Non-current deferred tax liability, net | (1,727) | (2,060) |
Net deferred tax liability | $ (1,513) | $ (1,887) |
Expense for Income Taxes (Detai
Expense for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Current tax (expense) benefit | |||
Federal | $ (26) | $ (189) | $ (1,471) |
State | (224) | (51) | (76) |
Foreign | (645) | (427) | (1,082) |
Current Income Tax (Expense) Benefit Total | (895) | (667) | (2,629) |
Deferred tax benefit | |||
Federal | 154 | 2,166 | 1,166 |
State | (8) | (8) | (5) |
Foreign | 229 | (214) | (3) |
Deferred Tax Benefit Total | 375 | 1,944 | 1,158 |
Income tax (expense) benefit | $ (520) | $ 1,277 | $ (1,471) |
Effective Tax Reconciliation (D
Effective Tax Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at federal statutory rate | $ 2,469 | $ 13,462 | $ 6 |
Decrease (increase) in income tax expense resulting from: | |||
State tax, net of federal benefit | (41) | (34) | (52) |
Effect of lower tax rate on foreign income | 81 | (679) | 163 |
Other permanent items | (604) | (494) | (135) |
Research and development expenditure credits | 1,600 | 150 | 539 |
Changes in uncertain tax positions | (143) | 91 | (787) |
Other | 59 | (35) | 60 |
Transaction expense | (680) | ||
Goodwill impairment | (6,903) | ||
Valuation allowance | (1,661) | (4,281) | (1,265) |
Income tax (expense) benefit | $ (520) | $ 1,277 | $ (1,471) |
Unrecognized Tax Benefits Roll
Unrecognized Tax Benefits Roll Forward (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 1,356 | $ 1,447 | $ 660 |
Additions for tax positions of current year | 170 | 34 | 193 |
Adjustments for tax positions of prior years | 865 | ||
Settlements | (35) | (125) | (271) |
Ending balance | $ 1,491 | $ 1,356 | $ 1,447 |
Income Taxes - Additional Infro
Income Taxes - Additional Infromation (Detail) - USD ($) | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Income Taxes [Line Items] | |||
Income tax credits | $ 200,000 | ||
Income tax credit research expiration period | 2,028 | ||
Income tax credit research for federal and development tax credits | $ 1,600,000 | $ 150,000 | $ 539,000 |
Income tax credit research for foreign tax credits | 45,000 | ||
Valuation allowance | 7,200,000 | $ 5,600,000 | |
Federal [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carry forwards | $ 11,100,000 | ||
Operating loss carry forward expiration year | 2,035 | ||
State [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carry forwards | $ 1,800,000 | ||
Operating loss carry forward expiration year | 2,035 | ||
Foreign [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carry forwards | $ 500,000 | ||
Operating loss carry forward expiration year | 2,034 | ||
Operating loss carry forwards not subject to expiration | $ 7,100,000 | ||
Accumulated Earnings and Profits | $ 5,300,000 | ||
Minimum [Member] | |||
Income Taxes [Line Items] | |||
Income tax credit research expiration period | 2,020 | ||
Maximum [Member] | |||
Income Taxes [Line Items] | |||
Income tax credit research expiration period | 2,023 |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 27, 2015 | Mar. 28, 2015 | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Earnings Per Share [Abstract] | |||||||||||||||
Net loss attributable to PMFG, Inc. common shareholders | $ (8,472) | $ (38,384) | $ (2,080) | ||||||||||||
Basic weighted average common shares outstanding | 21,274 | 21,086 | 20,930 | ||||||||||||
Diluted weighted average common shares outstanding | 21,274 | 21,086 | 20,930 | ||||||||||||
Basic and diluted loss per share | $ (0.31) | $ (0.11) | $ (0.06) | $ 0.09 | $ (1.42) | $ (0.18) | $ (0.14) | $ (0.07) | $ (0.13) | $ 0.03 | $ 0.02 | $ (0.01) | $ (0.40) | $ (1.82) | $ (0.10) |
Earnings Per Share - Additional
Earnings Per Share - Additional Infromation (Detail) - shares | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Warrants expiration date | Sep. 4, 2014 | ||
Restricted stock awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents | 171,067 | 65,937 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents | 12,000 | 34,200 | 37,200 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents | 839,063 | 839,063 |
Industry Segment and Geograph87
Industry Segment and Geographic Information - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 27, 2015USD ($) | Mar. 28, 2015USD ($) | Dec. 27, 2014USD ($) | Sep. 27, 2014USD ($) | Jun. 28, 2014USD ($) | Mar. 29, 2014USD ($) | Dec. 28, 2013USD ($) | Sep. 28, 2013USD ($) | Jun. 29, 2013USD ($) | Mar. 30, 2013USD ($) | Dec. 29, 2012USD ($) | Sep. 29, 2012USD ($) | Jun. 27, 2015USD ($)Segment | Jun. 28, 2014USD ($) | Jun. 29, 2013USD ($) | |
Segment Reporting Disclosure [Line Items] | |||||||||||||||
Number of reportable segments | Segment | 2 | ||||||||||||||
Loss on impairment of goodwill and other intangibles | $ 406,000 | $ 26,631,000 | $ 3,525,000 | ||||||||||||
Revenue from external customers | $ 37,698,000 | $ 34,766,000 | $ 40,920,000 | $ 45,259,000 | $ 39,693,000 | $ 32,273,000 | $ 29,613,000 | $ 29,071,000 | $ 34,493,000 | $ 34,970,000 | $ 31,452,000 | $ 32,977,000 | $ 158,643,000 | $ 130,650,000 | $ 133,892,000 |
Sales [Member] | |||||||||||||||
Segment Reporting Disclosure [Line Items] | |||||||||||||||
Sales to customer, percentage | 10.00% | 10.00% | 10.00% | ||||||||||||
Revenue from external customers | $ 0 | $ 0 | $ 0 | ||||||||||||
Process Products [Member] | |||||||||||||||
Segment Reporting Disclosure [Line Items] | |||||||||||||||
Loss on impairment of goodwill and other intangibles | $ 26,600,000 |
Segment Information and Reconci
Segment Information and Reconciliation to Operating Profit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 27, 2015 | Mar. 28, 2015 | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||||||
Revenue | $ 37,698 | $ 34,766 | $ 40,920 | $ 45,259 | $ 39,693 | $ 32,273 | $ 29,613 | $ 29,071 | $ 34,493 | $ 34,970 | $ 31,452 | $ 32,977 | $ 158,643 | $ 130,650 | $ 133,892 |
Operating income (loss) | $ (5,657) | $ (2,707) | $ (577) | $ 2,130 | $ (30,386) | $ (3,617) | $ (1,577) | $ (1,660) | $ (1,524) | $ 1,022 | $ 860 | $ 460 | (6,811) | (37,240) | 818 |
Operating Segments [Member] | Environmental Systems [Member] | |||||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||||||
Revenue | 53,335 | 31,675 | 21,189 | ||||||||||||
Operating income (loss) | 11,656 | 6,315 | 4,035 | ||||||||||||
Operating Segments [Member] | Process Products [Member] | |||||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||||||
Revenue | 105,308 | 98,975 | 112,703 | ||||||||||||
Operating income (loss) | 5,722 | (22,841) | 19,006 | ||||||||||||
Reconciling items [Member] | |||||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||||||
Operating income (loss) | $ (24,189) | $ (20,714) | $ (22,223) |
Revenue from External Customers
Revenue from External Customers by Geographic Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 27, 2015 | Mar. 28, 2015 | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Revenue From External Customers Attributed To Foreign Countries By Geographic Area [Line Items] | |||||||||||||||
Revenue from external customers | $ 37,698 | $ 34,766 | $ 40,920 | $ 45,259 | $ 39,693 | $ 32,273 | $ 29,613 | $ 29,071 | $ 34,493 | $ 34,970 | $ 31,452 | $ 32,977 | $ 158,643 | $ 130,650 | $ 133,892 |
United States [Member] | |||||||||||||||
Revenue From External Customers Attributed To Foreign Countries By Geographic Area [Line Items] | |||||||||||||||
Revenue from external customers | 91,863 | 80,045 | 70,986 | ||||||||||||
International [Member] | |||||||||||||||
Revenue From External Customers Attributed To Foreign Countries By Geographic Area [Line Items] | |||||||||||||||
Revenue from external customers | $ 66,780 | $ 50,605 | $ 62,906 |
Identifiable long-lived assets
Identifiable long-lived assets by Geographic Area (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Identifiable long-lived assets | $ 31,158 | $ 31,633 | $ 24,031 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Identifiable long-lived assets | 17,444 | 18,533 | 16,415 |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Identifiable long-lived assets | $ 13,714 | $ 13,100 | $ 7,616 |
Quarterly Consolidated Financ91
Quarterly Consolidated Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 27, 2015 | Mar. 28, 2015 | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 29, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Revenue | $ 37,698 | $ 34,766 | $ 40,920 | $ 45,259 | $ 39,693 | $ 32,273 | $ 29,613 | $ 29,071 | $ 34,493 | $ 34,970 | $ 31,452 | $ 32,977 | $ 158,643 | $ 130,650 | $ 133,892 |
Gross profit | 9,385 | 8,581 | 12,797 | 14,834 | 10,020 | 8,042 | 8,127 | 9,707 | 13,132 | 10,747 | 11,529 | 11,392 | 45,597 | 35,896 | 46,800 |
Operating expenses | 15,042 | 11,288 | 13,374 | 12,704 | 40,405 | 11,659 | 9,704 | 11,367 | 14,656 | 9,725 | 10,669 | 10,932 | 52,408 | 73,136 | 45,982 |
Operating income (loss) | (5,657) | (2,707) | (577) | 2,130 | (30,386) | (3,617) | (1,577) | (1,660) | (1,524) | 1,022 | 860 | 460 | (6,811) | (37,240) | 818 |
Net earnings (loss) | $ (6,678) | $ (2,311) | $ (1,073) | $ 1,840 | $ (30,059) | $ (3,764) | $ (2,925) | $ (1,570) | $ (2,772) | $ 697 | $ 593 | $ (6) | $ (8,222) | $ (38,318) | $ (1,488) |
Basic and diluted loss per share | $ (0.31) | $ (0.11) | $ (0.06) | $ 0.09 | $ (1.42) | $ (0.18) | $ (0.14) | $ (0.07) | $ (0.13) | $ 0.03 | $ 0.02 | $ (0.01) | $ (0.40) | $ (1.82) | $ (0.10) |
MERGER TRANSACTION - Additional
MERGER TRANSACTION - Additional Information (Detail) - May. 03, 2015 - Merger Agreement - USD ($) $ / shares in Units, $ in Millions | Total |
Business Acquisition [Line Items] | |
Pro forma acquisition related cost | $ 2 |
Cash Consideration | |
Business Acquisition [Line Items] | |
Business Acquisition, Share Price | $ 6.85 |
C E C O Common Stock | V W A P Price Less Than Ten Point Six One | |
Business Acquisition [Line Items] | |
Exchange Ratio Denominator VWAP Price | $ 10.61 |
Conversion of Stock, Shares Converted | 0.6456 |
C E C O Common Stock | V W A P Price Greater Than Twelve Point Nine Seven | |
Business Acquisition [Line Items] | |
Exchange Ratio Denominator VWAP Price | $ 12.97 |
Conversion of Stock, Shares Converted | 0.5282 |