Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'CECE | ' |
Entity Registrant Name | 'CECO ENVIRONMENTAL CORP | ' |
Entity Central Index Key | '0000003197 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 25,579,975 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $13,586 | $22,994 |
Accounts receivable, net | 41,164 | 29,499 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 16,892 | 5,747 |
Inventories, net | 26,259 | 3,898 |
Prepaid expenses and other current assets | 6,752 | 1,943 |
Prepaid income taxes | 9,118 | 240 |
Assets held for sale | 8,723 | ' |
Total current assets | 122,494 | 64,321 |
Property, plant and equipment, net | 22,381 | 4,885 |
Goodwill | 133,551 | 19,548 |
Intangible assets-finite life, net | 49,102 | 1,283 |
Intangible assets-indefinite life | 18,208 | 3,526 |
Deferred income taxes | 2,889 | ' |
Deferred charges and other assets | 5,011 | 541 |
Total assets | 353,636 | 94,104 |
Current liabilities: | ' | ' |
Current portion of debt | 8,518 | ' |
Accounts payable and accrued expenses | 30,320 | 15,093 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 15,751 | 11,368 |
Income taxes payable | ' | 1,079 |
Total current liabilities | 54,589 | 27,540 |
Other liabilities | 12,629 | 4,442 |
Debt, less current portion | 83,103 | ' |
Deferred income tax liability, net | 34,892 | 128 |
Total liabilities | 185,213 | 32,110 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock, $.01 par value; 10,000 shares authorized, none issued | ' | ' |
Common stock, $.01 par value; 100,000,000 shares authorized, 25,717,045 and 17,096,543 shares issued in 2013 and 2012, respectively | 257 | 171 |
Capital in excess of par value | 159,774 | 54,800 |
Accumulated earnings | 10,426 | 9,691 |
Accumulated other comprehensive loss | -1,678 | -2,312 |
Stockholders' equity before treasury stock | 168,779 | 62,350 |
Less treasury stock, at cost, 137,920 shares in 2013 and 2012 | -356 | -356 |
Total shareholders' equity | 168,423 | 61,994 |
Total liabilities and shareholders' equity | $353,636 | $94,104 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,717,045 | 17,096,543 |
Treasury stock, shares | 137,920 | 137,920 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net sales | $49,796 | $33,102 | $128,590 | $100,720 |
Cost of sales | 35,242 | 22,574 | 88,555 | 69,461 |
Gross profit | 14,554 | 10,528 | 40,035 | 31,259 |
Selling and administrative | 9,346 | 6,197 | 24,038 | 18,724 |
Acquisition and integration expenses | 4,047 | ' | 6,618 | ' |
Amortization and earn out expenses | 2,017 | 80 | 3,590 | 252 |
Legal reserves | 2,500 | ' | 2,500 | ' |
(Loss) income from operations | -3,356 | 4,251 | 3,289 | 12,283 |
Other income (expense), net | 92 | -69 | 164 | -133 |
Interest expense (including related party interest of $0 and $60, and $0 and $178, respectively) | -456 | -291 | -707 | -828 |
(Loss) income before income taxes | -3,720 | 3,891 | 2,746 | 11,322 |
Income tax (benefit) expense | -2,259 | 623 | -1,044 | 3,524 |
Net (loss) income | ($1,461) | $3,268 | $3,790 | $7,798 |
(Loss) earnings per share: | ' | ' | ' | ' |
Basic | ($0.07) | $0.22 | $0.21 | $0.53 |
Diluted | ($0.07) | $0.19 | $0.20 | $0.47 |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic | 19,965,010 | 14,630,264 | 18,275,085 | 14,591,325 |
Diluted | 19,965,010 | 17,258,552 | 18,881,927 | 17,199,337 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Interest expense, related party interest | $0 | $60 | $0 | $178 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement Of Partners Capital [Abstract] | ' | ' | ' | ' |
Net (loss) income | ($1,461) | $3,268 | $3,790 | $7,798 |
Other comprehensive income: | ' | ' | ' | ' |
Foreign currency | 1,262 | 170 | 629 | 84 |
Other comprehensive income | 1,262 | 170 | 629 | 84 |
Comprehensive (loss) income | ($199) | $3,438 | $4,419 | $7,882 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income | $3,790 | $7,798 |
Adjustment to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 3,201 | 910 |
Non cash interest expense | 166 | 69 |
Share based compensation expense | 656 | 493 |
Bad debt expense | 86 | 141 |
Inventory reserve expense | 104 | 147 |
Gain on sale of fixed assets | ' | -11 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable | 6,126 | 1,657 |
Costs and estimated earnings in excess of billings on uncompleted contracts | -6,723 | 3,586 |
Inventories | 654 | -95 |
Prepaid expense and other current assets | -3,493 | 281 |
Deferred charges and other assets | 5,034 | 188 |
Accounts payable and accrued expenses | -66 | -1,392 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 118 | -1,146 |
Income taxes payable | -1,703 | 1,138 |
Other liabilities | 2,423 | 42 |
Net cash provided by operating activities | 10,373 | 13,806 |
Cash flows from investing activities: | ' | ' |
Acquisitions of property and equipment | -533 | -234 |
Net proceeds from sale of plant and equipment | ' | 37 |
Net cash paid for acquisitions | -104,432 | ' |
Net cash used in investing activities | -104,965 | -197 |
Cash flows from financing activities: | ' | ' |
Net borrowings on credit lines | 91,961 | ' |
Deferred financing fees paid | -2,730 | ' |
Proceeds from exercise of stock options | 1,357 | 266 |
Cash paid for repurchase of common shares | -2,365 | -456 |
Dividends paid to common shareholders | -3,039 | -1,688 |
Net cash provided by (used in) financing activities | 85,184 | -1,878 |
Net (decrease) increase in cash and cash equivalents | -9,408 | 11,731 |
Cash and cash equivalents at beginning of period | 22,994 | 12,724 |
Cash and cash equivalents at end of period | 13,586 | 24,455 |
Supplemental Schedule of Non-Cash Activities: | ' | ' |
Conversion of subordinated debt to common stock | ' | 840 |
Common stock issued in business acquisitions | 105,397 | ' |
Cash paid during the period for: | ' | ' |
Interest | 492 | 828 |
Income taxes | $3,597 | $1,619 |
Basis_of_reporting_for_consoli
Basis of reporting for consolidated financial statements | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ' | |
Basis of reporting for consolidated financial statements | ' | |
1 | Basis of reporting for consolidated financial statements | |
The accompanying unaudited condensed consolidated financial statements of CECO Environmental Corp. and its subsidiaries (the “Company”, “we”, “us”, or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the accompanying unaudited, condensed consolidated financial statements of the Company contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2013 and the results of operations and cash flows for the three month and nine month periods ended September 30, 2013 and 2012. The results of operations for the three month and nine month periods ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2012 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC. | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
These financial statements and accompanying notes should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC. | ||
Unless indicated, all balances are in thousands. | ||
Met-Pro Merger | ||
On August 27, 2013, we completed the acquisition of Met-Pro Technologies LLC (“Met-Pro”). Met-Pro’s results of operations have been consolidated with our results following the acquisition date. For a more complete discussion of the transaction, refer to Note 15. |
New_Accounting_Pronouncements_
New Accounting Pronouncements Adopted | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Changes And Error Corrections [Abstract] | ' | |
New Accounting Pronouncements Adopted | ' | |
2 | New Accounting Pronouncements Adopted | |
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires entities to disclose, in one place, information about the amounts reclassified out of accumulated other comprehensive income by component. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012. The adoption of this standard did not have a significant impact on the Company’s financial statements. | ||
Recently Issued Accounting Pronouncements | ||
In February 2013, the FASB issued ASU 2013-04, “Obligations Resulting From Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date – a consensus of the FASB Emerging Issues Task Force”. This ASU provides guidance related to the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount is fixed at the reporting date. ASU 2013-04 is effective for all prior periods in fiscal years beginning on or after December 15, 2013, including interim reporting periods within those years with early adoption permitted. The adoption of this standard is not expected to have an impact on the Company’s financial statements. | ||
In March 2013, the FASB issued ASU 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets Within a Foreign Entity or of an Investment in a Foreign Entity – a consensus of the FASB Emerging Issues Task Force”. This ASU provides guidance on whether to release cumulative translation adjustments upon certain derecognition events, requiring an entity to distinguish between derecognition events of investments within a foreign entity and changes in investments in a foreign entity. ASU 2013-05 is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements. | ||
Costs_and_Estimated_Earnings_o
Costs and Estimated Earnings on Uncompleted Contracts | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Costs and Estimated Earnings on Uncompleted Contracts | ' | ||||||||
3 | Costs and Estimated Earnings on Uncompleted Contracts | ||||||||
Revenues from contracts, representing the majority of our revenues, are recognized on the percentage of completion method, measured by the percentage of contract costs incurred to date compared with estimated total contract costs for each contract. This method is used because management considers contract costs to be the best available measure of progress on these contracts. Our remaining revenues are recognized when risk and title passes to the customer, which is generally upon shipment of product. | |||||||||
Our contracts have various lengths to completion ranging from a few days to several months. We anticipate that a majority of our current contracts will be completed within twelve months. | |||||||||
September 30, | December 31, | ||||||||
(dollars in thousands) | 2013 | 2012 | |||||||
Costs incurred on uncompleted contracts | $ | 66,835 | $ | 51,035 | |||||
Estimated earnings | 21,362 | 16,644 | |||||||
88,197 | 67,679 | ||||||||
Less billings to date and advanced billings | (87,056 | ) | (73,300 | ) | |||||
$ | 1,141 | $ | (5,621 | ) | |||||
Included in the accompanying consolidated balance sheets under the following captions: | |||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 16,892 | $ | 5,747 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (15,751 | ) | (11,368 | ) | |||||
$ | 1,141 | $ | (5,621 | ) | |||||
Inventories
Inventories | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
4 | Inventories | ||||||||
September 30, | December 31, | ||||||||
(dollars in thousands) | 2013 | 2012 | |||||||
Raw materials | $ | 19,979 | $ | 2,508 | |||||
Work in process | 4,106 | — | |||||||
Finished goods | 2,918 | 1,817 | |||||||
Obsolescence allowance | (744 | ) | (427 | ) | |||||
$ | 26,259 | $ | 3,898 | ||||||
Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $37 and $65 for the three month periods ended September 30, 2013 and 2012, respectively, and $104 and $147 for the nine month period ended September 30, 2013 and 2012, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
5 | Goodwill and Intangible Assets | ||||||||||||||||
(dollars in thousands) | September 30, 2013 | December 31, 2012 | |||||||||||||||
Goodwill / Tradename | Goodwill | Tradename | Goodwill | Tradename | |||||||||||||
Beginning balance | $ | 19,548 | $ | 3,526 | $ | 14,661 | $ | 3,218 | |||||||||
Acquisitions | 113,671 | 14,775 | 4,806 | 300 | |||||||||||||
Foreign currency adjustments | 332 | (93 | ) | 81 | 8 | ||||||||||||
$ | 133,551 | $ | 18,208 | $ | 19,548 | $ | 3,526 | ||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||
Intangible assets – finite life | Cost | Accum. | Cost | Accum. | |||||||||||||
Amort. | Amort. | ||||||||||||||||
Patents | $ | 1,414 | $ | 1,344 | $ | 1,414 | $ | 1,281 | |||||||||
Employment agreements | 733 | 138 | 170 | — | |||||||||||||
Technology | 8,677 | 614 | 230 | — | |||||||||||||
Customer lists | 41,018 | 1,253 | 2,343 | 1,593 | |||||||||||||
Foreign currency adjustments | 650 | 41 | — | — | |||||||||||||
$ | 52,492 | $ | 3,390 | $ | 4,157 | $ | 2,874 | ||||||||||
Amortization expense of finite life intangible assets for the three months ended September 30, 2013 and 2012 was $1,387 and $80, respectively, and for the nine months ended September 30, 2013 and 2012 was $2,137 and $252, respectively. Amortization over the next five years for finite life intangibles will be $2,482 for the remainder of 2013, $7,017 in 2014, $7,059 in 2015, $6,067 in 2016, and $5,139 in 2017. | |||||||||||||||||
Debt
Debt | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Debt | ' | |||
6 | Debt | |||
US Debt | ||||
On August 27, 2013, the Company entered into a Credit Agreement (the “Credit Agreement”) with various lenders (the “Lenders”) and letter of credit issuers (each, an “L/C Issuer”), and Bank of America, N.A., as Administrative Agent (the “Agent”), swing line lender and an L/C Issuer, providing for various senior secured credit facilities (collectively, the “Credit Facility”) comprised of a $65 million senior secured term loan, a $70.5 million senior secured U.S. dollar revolving credit facility for U.S. dollar revolving loans with sub-facilities for letters of credit and swing-line loans, and a $19.5 million senior secured multi-currency revolving credit facility for U.S. dollar and specific foreign currency loans. The Company has the option to obtain additional commitments for either the U.S. dollar revolving credit facility or the term loan facility in an aggregate principal amount not to exceed $30 million. | ||||
Concurrent with the closing of the Mergers (as defined below in Note 15), the Company borrowed $65 million in term loans and $52 million in U.S. dollar revolving loans and used the proceeds to (i) finance the cash portion of the Mergers, (ii) pay off certain outstanding indebtedness of the Company and its subsidiaries (including certain indebtedness of Met-Pro and its subsidiaries), and (iii) pay certain fees and expenses incurred in connection with the Credit Agreement and the Mergers. As of September 30, 2013, the aggregate principal amount of approximately $90 million was outstanding under the credit facilities. | ||||
At the Company’s option, revolving loans and the term loans accrue interest at a per annum rate based on either: | ||||
• | the Base Rate plus a margin ranging from 0.5% to 1.5% based on the Company’s consolidated leverage ratio (“Base Rate Loans”); or | |||
• | the Eurocurrency Rate plus a margin ranging from 1.5% to 2.5% based on the Company’s consolidated leverage ratio (“Eurocurrency Loans”). | |||
Swing line loans may only be Base Rate Loans. | ||||
“Base Rate” means the highest of (a) the federal funds rate plus 0.5%, (b) the Agent’s prime lending rate, and (c) one-month LIBOR plus 1.00%. | ||||
“Eurocurrency Rate” means, for any period of 1, 2, 3 or 6 months selected by the Company (each such period, an “Interest Period”), (i) in the case of a loan denominated in Dollars, Euro, Sterling, Swiss Franc or Yen, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such period; and (ii) in the case of loans denoted in other foreign currencies, the rate per annum as designated with respect to such currency at the time such currency was approved by the Administrative Agent and the Lenders pursuant to the Credit Agreement or, if such rate is unavailable on any date of determination for any reason, a comparable or successor rate approved by the Administrative Agent. | ||||
Accrued interest on Base Rate Loans is payable quarterly in arrears on the last day of each calendar quarter and at maturity. Interest on Eurocurrency Loans is payable on the last date of each applicable Interest Period (but in no event less than once every three months) and at maturity. The Company also paid $2,730 of other customary closing fees, arrangement fees, administration fees, letter of credit fees and commitment fees for the Credit Agreement of this size and type. Revolving loans may be borrowed, repaid and reborrowed until August 27, 2018, at which time all amounts borrowed pursuant to the revolving credit facility must be repaid. | ||||
The term loans will be repaid quarterly at the end of each of the Company’s fiscal quarters, in twelve installments of $1.2 million each, followed by four installments of $1.6 million each, followed by three installments of $2.0 million each, with the remaining balance being due and owing on August 27, 2018. The term loans are subject to mandatory prepayment under certain circumstances, including in connection with, and subject to certain reinvestment rights, the Company’s or its subsidiaries’ receipt of net proceeds from certain issuances of indebtedness, sales of assets, and casualty events. The Company has granted a security interest in substantially all of its assets to secure its obligations pursuant to the Credit Agreement. The Credit Agreement is guaranteed by the Company’s U.S. subsidiaries and such guaranty obligations are secured by a security interest on substantially all of the assets of such subsidiaries, including certain real property. The Credit Agreement may also be guaranteed by the Company’s material foreign subsidiaries to the extent no adverse tax consequences would result to the Company. | ||||
The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit the ability of the Company and its subsidiaries to, among other things, grant liens, merge or consolidate, dispose of assets, pay certain dividends or distributions, repurchase stock, incur indebtedness, make loans, make investments or acquisitions, enter into certain transactions with affiliates, make capital expenditures, enter into certain restrictive agreements affecting its subsidiaries, and enter into certain negative pledge arrangements, in each case subject to customary exceptions for a Credit Agreement of this size and type. The Company is also required to maintain compliance with a consolidated leverage ratio of less than 2.75 and a consolidated fixed charge coverage ratio of more than 1.25. | ||||
The Credit Agreement includes customary events of default that include, among other things, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross default to material indebtedness, bankruptcy and insolvency defaults, non-compliance with ERISA laws and regulations, defaults under the security documents or guaranties, material judgment defaults, invalidity of the Credit Agreement and related guarantee and security documents, change of management and a change of control default. Under certain circumstances, the occurrence of an event of default could result in an increased interest rate equal to 2.0% above the applicable interest rate for loans, the acceleration of the Company’s obligations pursuant to the Credit Agreement and an obligation of the subsidiary guarantors to repay the full amount of the Company’s borrowings pursuant to the Credit Agreement. | ||||
As of September 30, 2013, the Company was in compliance with all related financial and other restrictive covenants, and we expect continued compliance. In the future, if we cannot comply with the terms of the Credit Facility covenants it will be necessary for us to obtain a waiver or renegotiate our loan covenants, and there can be no assurance that such negotiations would be successful. | ||||
In connection with the execution of the Credit Agreement, the Amended and Restated Credit Agreement between the Company and its US corporate affiliates and Fifth Third Bank entered into August 17, 2010, effective date June 30, 2010 (as amended, the “Existing Credit Agreement”), and all related loan documents and collateral documents were terminated effective August 27, 2013, and all amounts outstanding under the Existing Credit Agreement and related loan documents and collateral documents, including the outstanding principal balance, were paid in full. | ||||
Foreign Debt | ||||
We have a $5.5 million facilities agreement (Canadian $ denominated), originally dated November 28, 2007 (as amended from time to time), that is made between our Canadian subsidiary Flextor, Inc. as borrower and Caisse/branch Caisse Desjardins du Mont-Saint-Bruno as the lender. The facilities agreement includes (in Canadian $) a $2.5 million bank guarantee facility (under the PSG Program from Export Development Canada), a $0.5 million Line of Credit specific to forward exchange contracts, and a $2.5 million variable (subject to asset value limitations) Line of Credit for operations. The facility interest rate is the Caisse central Desjardins’ prime rate plus 0.5%. All of the borrowers’ assets are pledged for the facility, and the borrowers’ must have a working capital ratio of at least 1.25:1, working capital of at least $1.0 million, debt to adjusted tangible net worth ratio of less than 2.50:1, and minimum adjusted tangible net worth of $1.3 million. As of September 30, 2013 and December 31, 2012, the borrowers were in compliance with all related financial and other restrictive covenants, and expect continued compliance. As of September 30, 2013 and December 31, 2012, we have no outstanding borrowings under the Line of Credit. As of September 30, 2013, $0.6 million of the bank guarantee facility are being used by the borrowers. | ||||
We have a €7.0 million facilities agreement, originally dated August 17, 2012 (as amended from time to time), that is made between our Netherland’s subsidiaries ATA Beheer B.V. and Aarding Thermal Acoustics B.V. as borrowers and ING Bank N.V. as the lender. The facilities agreement includes a €3.5 million bank guarantee facility and a €3.5 million overdraft facility. The bank guarantee and overdraft interest rate is 3 months Euribor plus 195 basis points. All of the borrowers’ assets are pledged for this facility, and the borrowers’ solvency ratio must be at least 30% and net debt/last twelve months EBITDA less than 3. As of September 30, 2013, the borrowers were in compliance with all related financial and other restrictive covenants, and expect continued compliance. As of September 30, 2013, €1.1 million ($1.5 million as of September 30, 2013) of the bank guarantee and €2.6 million ($3.5 million as of September 30, 2013) of the overdraft facility are being used by the borrowers. |
Loss_Earnings_and_Dividends_pe
(Loss) Earnings and Dividends per Share | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
(Loss) Earnings and Dividends per Share | ' | ||||||||||||
7 | (Loss) Earnings and Dividends per Share | ||||||||||||
The computational components of basic and diluted (loss) earnings per share for the three month periods ended September 30, 2013 and 2012 and for the nine month periods ended September 30, 2013 and 2012 are below (shares and dollars in thousands except per share amounts). | |||||||||||||
For the three month period ended September 30, 2013 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net loss and loss per share | $ | (1,461 | ) | 19,965 | $ | (0.07 | ) | ||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | — | — | ||||||||||
Diluted loss and loss per share | $ | (1,461 | ) | 19,965 | $ | (0.07 | ) | ||||||
For the three month period ended September 30, 2012 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 3,268 | 14,630 | $ | 0.22 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 371 | |||||||||||
Subordinated convertible promissory notes | 82 | 2,257 | (0.03 | ) | |||||||||
Diluted earnings and earnings per share | $ | 3,350 | 17,258 | $ | 0.19 | ||||||||
For the nine month period ended September 30, 2013 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 3,790 | 18,275 | $ | 0.21 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 607 | (0.01 | ) | |||||||||
Diluted earnings and earnings per share | $ | 3,790 | 18,882 | $ | 0.2 | ||||||||
For the nine month period ended September 30, 2012 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 7,798 | 14,591 | $ | 0.53 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 290 | |||||||||||
Subordinated convertible promissory notes | 250 | 2,318 | (0.06 | ) | |||||||||
Diluted earnings and earnings per share | $ | 8,048 | 17,199 | $ | 0.47 | ||||||||
Options and warrants included in the computation of diluted earnings per share are so included on the treasury stock method. For the nine month period ended September 30, 2013, 40,000 outstanding options and warrants were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. For each of the three month and nine month periods ended September 30, 2012, 322,500, outstanding options and warrants were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. Diluted earnings per share for the three month period ended September 30, 2012 includes an $82 after tax addback of interest expense and 2.3 million additional shares related to the assumed conversion of convertible investor notes. Diluted earnings per share for the nine month period ended September 30, 2012 includes a $250 after tax addback of interest expense and 2.3 million additional shares related to the assumed conversion of convertible investor notes. | |||||||||||||
Holders of restricted stock awards participate in nonforfeitable dividend rights on a one-for-one basis with holders of common stock. Holders of these awards are not obligated to share in losses of the Company. Therefore, these share awards are included in the computation of basic earnings per share during periods of net income using the two-class method, but are excluded from such computation in periods of net loss. Should the Company declare a dividend on its common stock, the related dividend on shares of unvested restricted stock that are not expected to vest would be recorded as additional compensation expense and therefore excluded from the two-class method computations; however, there were no non-vested restricted share awards outstanding for the three months and nine months periods ended September 30, 2013 or September 30, 2012. Undistributed earnings included in the two-class method computations are allocated equally to each share of common stock outstanding, including all shares of unvested restricted common shares. | |||||||||||||
Once a restricted stock award vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings (loss) per share. | |||||||||||||
Dividends | |||||||||||||
The Company declared and on September 30, 2013 paid to common stockholders a quarterly dividend of $0.05 per share compared with $0.045 in the same period in 2012. The dividend policy and the payment of cash dividends under that policy are subject to the Board of Director’s continuing determination that the dividend policy and the declaration of dividends are in the best interest of the Company’s shareholders. Future dividends and the dividend policy may be changed or cancelled at the Company’s discretion at any time. Payment of dividends is also subject to the continuing compliance with our financial covenants under our Credit Facility. | |||||||||||||
Dividend | Record Date | Payment Date | Payments | ||||||||||
Per share | |||||||||||||
$0.04 | March 20, 2012 | March 30, 2012 | $ | 512 | |||||||||
$0.04 | June 15, 2012 | June 29, 2012 | $ | 512 | |||||||||
$0.05 | September 14, 2012 | September 28, 2012 | $ | 664 | |||||||||
$0.05 | March 18, 2013 | March 28, 2013 | $ | 886 | |||||||||
$0.05 | June 14, 2013 | June 28, 2013 | $ | 881 | |||||||||
$0.05 | September 16, 2013 | September 30, 2013 | $ | 1,272 | |||||||||
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | |
Sep. 30, 2013 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | |
Share-Based Compensation | ' | |
8 | Share-Based Compensation | |
The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” which requires the Company to recognize compensation expense for stock-based awards, measured at the fair value of the awards at the grant date. The Company recognized expense of approximately $283 and $165 during the quarters ended September 30, 2013 and 2012, respectively, $656 and $493 for the nine month periods, respectively. |
Pension_and_Employee_Benefit_P
Pension and Employee Benefit Plans | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Pension and Employee Benefit Plans | ' | ||||||||||||||||
9 | Pension and Employee Benefit Plans | ||||||||||||||||
We sponsor a non-contributory defined benefit pension plan for certain union employees, and a postretirement health care plan for office employees retiring before January 1, 1990. The health care plan allows retirees who have attained the age of 65 to elect the type of coverage desired. The unfunded liability for these two plans was $3,075 as of December 31, 2012, the most recent actuarial valuation date. | |||||||||||||||||
In connection with the acquisition of Met-Pro Technologies LLC on August 27, 2013, the Company assumed a liability for two frozen defined benefit pension plans covering eligible employees of Met-Pro in the United States. Such defined benefit pension plans have been frozen regarding the accrual of future benefits for all eligible employees since December 31, 2008. The unfunded liability for these two plans was $5,709 as of August 27, 2013, the most recent actuarial valuation date. | |||||||||||||||||
The unfunded liability of the plans is included in the “Other Liabilities” on our condensed consolidated balance sheets. The plans are funded in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974. The net periodic pension expense and expected contributions related to such plans are included in the disclosure contained herein. | |||||||||||||||||
Retirement and health care plan expense is based on valuations performed by the Company’s independent actuaries as of the beginning of each fiscal year. The components of the expense consisted of the following: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Pension plan: | |||||||||||||||||
Service cost | $ | 32 | $ | 15 | $ | 66 | $ | 45 | |||||||||
Interest cost | 166 | 82 | 322 | 246 | |||||||||||||
Expected return on plan assets | (214 | ) | (94 | ) | (418 | ) | (282 | ) | |||||||||
Amortization of net actuarial loss | 130 | 83 | 314 | 249 | |||||||||||||
Net periodic benefit cost | $ | 114 | $ | 86 | $ | 284 | $ | 258 | |||||||||
Health care plan: | |||||||||||||||||
Interest cost | $ | 1 | $ | 1 | $ | 3 | $ | 3 | |||||||||
Amortization of gain | (4 | ) | (2 | ) | (12 | ) | (6 | ) | |||||||||
Net periodic benefit gain | $ | (3 | ) | $ | (1 | ) | $ | (9 | ) | $ | (2 | ) | |||||
For the nine months ended September 30, 2013, we made contributions to our defined benefit plans totaling $157. We anticipate contributing $303 to fund the pension plan and $4 for the retiree health care plan during the remainder of fiscal of 2013. | |||||||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended | |
Sep. 30, 2013 | ||
Income Tax Disclosure [Abstract] | ' | |
Income Taxes | ' | |
10 | Income Taxes | |
Consolidated income tax (benefit) expense was $(2,259) in the third quarter of 2013 and $623 in the third quarter of 2012. During the first nine months of 2013 and the first nine months of 2012, consolidated income tax (benefit) expense was $(1,044) and $3,524, respectively. The effective tax rate for the third quarter of 2013 and 2012 was (60.7%) and 16.0%, respectively. The effective tax rate for the first nine months of 2013 was (38.0%) compared with 31.1% in 2012. For the three and nine months ended September 30, 2013, the effective tax rate was impacted by the $0.5 million and $2.9 million of additional research and development tax credits available to the Company. These tax benefits are offset by $600 of fees related to the calculation of the credits included in Selling and administrative expenses. Along with the tax benefit of research and development income tax credits, our effective tax rate is additionally affected by certain permanent differences including non-deductible acquisition expense, non-deductible incentive stock based compensation, reversals of certain income tax reserves/deferrals, and tax holidays in foreign jurisdictions. | ||
The Company files income tax returns in various federal, state and local jurisdictions. The Company is no longer subject to federal, state and local income tax examinations by tax authorities for years before 2008. | ||
The Company accounts for uncertain tax positions pursuant to ASC Topic 740, “Income Taxes.” As of September 30, 2013 and December 31, 2012, the liability for uncertain tax positions, which is included in “Other liabilities” on our condensed consolidated balance sheets, totaled approximately $653 and $162, respectively. The Company recognizes interest accrued related to uncertain tax positions in interest expense and penalties in income tax expense. | ||
Product_Warranties
Product Warranties | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Guarantees [Abstract] | ' | ||||||||||||||||
Product Warranties | ' | ||||||||||||||||
11 | Product Warranties | ||||||||||||||||
The Company’s warranty reserve is to cover the products sold and is principally at our Effox, Met-Pro and Aarding subsidiaries. The warranty accrual is based on historical claims information. The warranty reserve is reviewed and adjusted as necessary on a quarterly basis. Warranty accrual is not significant at the Company’s other operations due to the nature of the work which includes installation and testing. Accrued warranty expense is included in “Accounts payable and accrued expenses” on our condensed consolidated balance sheets, and the change in accrued warranty expense is summarized in the following table: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 930 | $ | 585 | $ | 531 | $ | 431 | |||||||||
Provision | 60 | 52 | 131 | 263 | |||||||||||||
Payments | (102 | ) | (25 | ) | (214 | ) | (82 | ) | |||||||||
Acquisition | 112 | — | 552 | — | |||||||||||||
Ending balance | $ | 1,000 | $ | 612 | $ | 1,000 | $ | 612 | |||||||||
Financial_Instruments
Financial Instruments | 9 Months Ended | |
Sep. 30, 2013 | ||
Investments All Other Investments [Abstract] | ' | |
Financial Instruments | ' | |
12 | Financial Instruments | |
Our financial instruments consist primarily of investments in cash and cash equivalents, receivables and certain other assets, and accounts payable, which approximate fair value at September 30, 2013, due to their short term nature. The carrying amounts of our debt obligations approximate fair value based on future payments discounted at current interest rates for similar obligations or interest rates which fluctuate with the market. As these inputs are not considered to be observable (i.e. supported by little or no market activity), the Company has designated these obligations as Level 3. | ||
At September 30, 2013 and December 31, 2012, we had cash and cash equivalents of $13.6 million and $23.0 million, respectively, of which $6.2 million and $5.6 million, respectively, was held outside of the United States, principally in China. Substantially all of the amounts held outside of the United States are intended to be indefinitely reinvested in foreign operations. Our current plans do not anticipate that we will need funds generated from foreign operations to fund our domestic operations. In the event funds from foreign operations are needed in the United States, any repatriation could result in the accrual and payment of additional U.S. income tax. Cash balances may fluctuate from time to time due to collected funds not being immediately swept against any existing credit line balance. We have $90 million outstanding in borrowings under the Credit Facility as of September 30, 2013 and no borrowings as of December 31, 2012. The Company’s Netherlands subsidiary has outstanding borrowings as of September 30, 2013 of $3,500. |
Commitments_and_Contingencies_
Commitments and Contingencies - Legal Matters | 9 Months Ended | |
Sep. 30, 2013 | ||
Commitments And Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies - Legal Matters | ' | |
13 | Commitments and Contingencies – Legal Matters | |
Our subsidiary, Met-Pro, beginning in 2002 began to be named in asbestos-related lawsuits filed against a large number of industrial companies including, in particular, those in the pump and fluid handling industries. In management’s opinion, the complaints typically have been vague, general and speculative, alleging that Met-Pro, along with the numerous other defendants, sold unidentified asbestos-containing products and engaged in other related actions which caused injuries (including death) and loss to the plaintiffs. Counsel has advised that more recent cases typically allege more serious claims of mesothelioma. The Company’s insurers have hired attorneys who, together with the Company, are vigorously defending these cases. Many cases have been dismissed after the plaintiff fails to produce evidence of exposure to Met-Pro’s products. In those cases where evidence has been produced, the Company’s experience has been that the exposure levels are low and the Company’s position has been that its products were not a cause of death, injury or loss. The Company has been dismissed from or settled a large number of these cases. Cumulative settlement payments from 2002 through September 30, 2013 for cases involving asbestos-related claims were $740, which together with all legal fees other than corporate counsel expenses, have been paid by the Company’s insurers. The average cost per settled claim, excluding legal fees, was approximately $25. | ||
Based upon the most recent information available to the Company regarding such claims, there were a total of 175 cases pending against the Company as of September 30, 2013 (with Connecticut, New York, Pennsylvania and West Virginia having the largest number of cases), as compared with 153 cases that were pending as of January 1, 2013. During the current fiscal year commencing January 1, 2013 through September 30, 2013, 43 new cases were filed against the Company, and the Company was dismissed from 21 cases and settled zero cases. Most of the pending cases have not advanced beyond the early stages of discovery, although a number of cases are on schedules leading to, or are scheduled for trial. The Company believes that its insurance coverage is adequate for the cases currently pending against the Company and for the foreseeable future, assuming a continuation of the current volume, nature of cases and settlement amounts. However, the Company has no control over the number and nature of cases that are filed against it, nor as to the financial health of its insurers or their position as to coverage. The Company also presently believes that none of the pending cases will have a material adverse impact upon the Company’s results of operations, liquidity or financial condition. | ||
On October 12, 2012 the Company received a letter from the Sheet Metal Workers’ Local Union No. 80 (“the Union”) alleging that the Company had completely withdrawn from the Union’s Pension Trust Fund (“the Fund”) and may claim an amount up to $5.3 million plus interest. The Company has obtained legal counsel and plans to vigorously defend itself. | ||
One of our subsidiaries, Fisher-Klosterman, Inc. (“FKI”), is a defendant party in a products liability lawsuit filed in Harris County, Texas on August 23, 2010 by three Valero refining companies. The plaintiffs claim that FKI (and its co-Defendants) used an allegedly defective refractory material included in cyclones it supplied to Valero that caused damages to refineries they own and operate. Plaintiffs claim to have suffered property damages including catalyst loss, regenerator repair costs, replacement part costs, damage to other property and business interruption loss of up to $75 million. The Company intends to vigorously defend this matter. | ||
On January 14, 2013, CECO Environmental Corp., The Kirk & Blum Manufacturing Company and K&B Duct were served as defendants in the United States District Court for the Western District of Virginia. The plaintiffs are Jeffrey Hodges, Tommy Lee Bonds, and John Paul Spangler. It is a product liability case in which the plaintiffs are alleging (i) breach of warranty with respect to aluminum dust collection equipment, including back-blast dampers and (ii) negligence, including in the design of the explosion isolation control equipment (back-blast dampers). CECO Environmental Corp. (but not its subsidiaries) has been dropped as a defendant. Two of the plaintiffs are asking for $5 million each plus interest and costs. The third plaintiff is asking for $1 million, plus interest and costs. To date the Company’s insurance carrier has agreed to defend the claims, and have retained counsel to defend the Company. We intend to vigorously defend this suit. | ||
On January 13, 2011, the SEC initiated a non-public formal investigation of the Company. The investigation focused on certain activities by a former director of the Company, which director settled with the SEC in September 2013. The Company believes, after discussions with the staff of the SEC’s Enforcement Division, that the Company will not be subject to any claims. | ||
Met-Pro and the Met-Pro former board of directors are named as defendants in a putative class action lawsuit brought by an alleged former Met-Pro shareholder who challenged the proposed Mergers filed in the United States District Court for the Eastern District of Pennsylvania. The case is captioned Raymond Gold v. Met-Pro Corporation, et al., filed July 8, 2013, Civil Action No. 2:13-CV-03948 and alleges, among other things, that the Met-Pro board of directors breached its fiduciary duties to Met-Pro and its shareholders in approving the Merger Agreement at an unfair price, unduly restricting other potential bidders from making competing offers, failing to consult with other bidders to create a competitive bid process, and unduly limiting the board’s ability to consider and potentially accept an alternative proposal. The complaint further alleges that the Met-Pro board of directors and management were conflicted and improperly motivated to approve the Merger Agreement in order to secure benefits that are not available to Met-Pro’s shareholders, including the accelerated vesting of certain securities and change in control payments, and that the joint proxy statement/prospectus filed with the SEC on May 23, 2013, as amended by the filing of Amendment No. 1 on July 3, 2013, did not make sufficient disclosures regarding the Mergers. The action seeks an award of unspecified money damages. Met-Pro and CECO believe that these claims are without merit; however, in order to avoid the risk of delaying the consummation of the Mergers and to avoid the costs, disruption and distraction of further litigation, on July 20, 2013, Met-Pro entered into a memorandum of understanding (the “MOU”) with the plaintiff to settle the foregoing action without admitting any liability or wrongdoing. The MOU provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the conditional certification of a non-opt out class, for settlement purposes only, that includes any and all persons or entities who held shares of Met-Pro common stock, either of record or beneficially, at any time between April 22, 2013, the date Met-Pro announced the Merger Agreement, and the date of consummation. The settlement and any attorneys’ fees award are subject to court approval. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement. Additionally, as part of the MOU, Met-Pro agreed to make certain additional disclosures related to the proposed Mergers, which disclosures were incorporated into the final joint proxy statement/prospectus sent to the former Met-Pro shareholders. | ||
The Company was involved in an arbitration proceeding initiated in April 2011 by William L. Heumann, Gerald J. Plappert, and Paul S. Brannick, related to the 2008 acquisition of Fisher-Klosterman Inc., in which the plaintiffs were claiming amounts owed pursuant to an earn-out provision in the purchase agreement. The arbitrator ruled on February 15, 2012 favorably to the Company resulting in a payment of the Company’s stock worth $21 and half of the plaintiffs’ legal and arbitrator costs of $106. | ||
The Company is also a party to routine contract and employment-related litigation matters and routine audits of state and local tax returns arising in the ordinary course of its business. | ||
The final outcome and impact of open matters, and related claims and investigations that may be brought in the future, are subject to many variables, and cannot be predicted. In accordance with ASC 450, “Contingencies,” and related guidance, we record reserves for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. Accordingly, we have accrued $2.5 million as of September 30, 2013, which is included within “Accounts payable and accrued expenses” on the condensed balance sheets. While it is currently not possible to reasonably estimate the aggregate amount of costs which we may incur in connection with these matters, such costs could have a material adverse effect on our financial position, liquidity, results of operations, or cash flows. The Company expenses legal costs as they are incurred. | ||
We are not aware of pending claims or assessments, other than as described above, which may have a material adverse impact on our liquidity, financial position, results of operations, or cash flows. | ||
Stock_Purchase
Stock Purchase | 9 Months Ended | |
Sep. 30, 2013 | ||
Text Block [Abstract] | ' | |
Stock Purchase | ' | |
14 | Stock Purchase | |
During the third quarter of 2013, pursuant to the Board of Directors of the Company approval, the Company purchased 180,000 shares of CECO stock held by our Chief Executive Officer. The shares were purchased at the then current market price of $13.14 for a total transaction value of $2,400 and the shares were immediately retired. | ||
On August 10, 2011, the Board of Directors of the Company approved a share buyback program authorizing the purchase of up to 0.5 million shares of CECO Environmental Corp. common stock over an eighteen month period. During the three month period ended June 30, 2012, the Company repurchased and immediately retired 62,519 shares of common stock for $456. The Company did not repurchase any additional common stock and the program expired in February 2013. |
Acquisitions
Acquisitions | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisitions | ' | ||||||||||||||||
15 | Acquisitions | ||||||||||||||||
On February 28, 2013, the Company acquired Aarding Thermal Acoustics B.V., a Netherlands company (“Aarding”), pursuant to the terms of a Share Purchase Agreement, (the “SPA”) dated February 28, 2013, among the Company, CECO Environmental Netherland B.V., N.F.J.A. Pieterse Beheer B.V., and W.M. Pranger Beheer B.V., and ATA Beheer B.V. Aarding is a global provider of natural gas turbine exhaust systems and silencer applications and is now part of our Engineered Equipment Technology and Parts Group. The purchase price included cash of $24.4 million and 763,673 shares of restricted common stock. The preliminary fair value of the common stock issued has been determined to be $7.4 million which reflects the closing price of the Company’s common stock on the Closing Date and a discount related to the sale and transfer restrictions on the shares. The cash paid was funded by the Company’s cash reserves. Of the total consideration paid, €4 million ($5.4 million as of September 30, 2013) is contingent upon the future employment by the Sellers and, therefore, has been classified as prepaid compensation by the Company. The current portion of the prepaid compensation of $1.1 million is in “Prepaid expenses and other current assets,” while the non-current portion of $3.7 million is in “Deferred charges and other assets” on the condensed consolidated balance sheets. For the three month and nine month periods ended September 30, 2013, $0.2 million and $0.5 million, respectively, of compensation expense has been recorded in “Amortization and earn out expenses” on the condensed consolidated statements of operations. Additionally, the former owners of Aarding are entitled to earn-out payments of up to €5.5 million ($7.4 million as of September 30, 2013) upon the attainment of specified financial targets through December 31, 2017. Such earn out payments are contingent upon the continued employment of the Sellers. Accordingly, no value for the potential earn out consideration has been allocated to the purchase price of Aarding as any such payments will be reported as future compensation expense by the Company. For the three and nine month periods ended September 30, 2013, $0.4 million and $0.9 million, respectively, of earn-out expense has been recorded in “Amortization and earn out expenses” on the condensed consolidated statements of operations. An accrual of $0.9 million relating to the earn-out is included within “Accounts payable and accrued expenses” on the condensed consolidated balance sheets. | |||||||||||||||||
The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. The approximate fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed, and the related tax balances. Such changes could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma information, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. | |||||||||||||||||
$ in thousands | |||||||||||||||||
Current assets | $ | 15,062 | |||||||||||||||
Property and equipment | 959 | ||||||||||||||||
Goodwill | 8,242 | ||||||||||||||||
Intangible – finite life, net | 13,477 | ||||||||||||||||
Intangible – indefinite life | 2,865 | ||||||||||||||||
Total assets acquired | 40,605 | ||||||||||||||||
Current liabilities assumed | (8,277 | ) | |||||||||||||||
Deferred income tax liability | (4,086 | ) | |||||||||||||||
Net assets acquired | $ | 28,242 | |||||||||||||||
On August 27, 2013, the Company completed its acquisition of Met-Pro Corporation, pursuant to an Agreement and Plan of Merger, dated as of April 21, 2013, and amended as of August 5, 2013 (the “Merger Agreement”). Met-Pro’s shareholders had the option to elect to exchange each share of Met-Pro common stock for either (i) $13.75 in cash, without interest, or (ii) shares of the Company’s common stock valued at $13.75, based on the volume weighted average trading price of the Company’s common stock for the 15-trading day period ending on August 26, 2013, the last trading day before the closing of the merger, subject to a collar so that there was a maximum exchange ratio of 1.3520 shares of the Company’s common stock for each share of Met-Pro common stock and a minimum of 1.0000 share of the Company’s common stock for each share of Met-Pro common stock, subject to certain exceptions and with overall elections subject to proration. | |||||||||||||||||
Approximately 51.6% of the shares of Met-Pro common stock converted into the right to receive the $13.75 cash consideration, for an approximate total of $104.4 million. The company trading price for the 15 day period was $12.6814. As a result, each of the remaining shares of Met-Pro common stock converted into the right to receive 1.0843 shares of Company common stock, or an approximate total of 7,726,235 shares of Company common stock in aggregate. | |||||||||||||||||
In accordance with the proration and reallocation provisions of the Merger Agreement, because the $13.75 per share cash consideration was oversubscribed by Met-Pro shareholders prior to the election deadline, (a) each Met-Pro share for which a valid stock election was made or for which no valid cash or stock election was made was automatically cancelled and converted into the right to receive the stock consideration and (b) each Met-Pro shareholder of record that made a valid cash received (i) the Cash Consideration for approximately 77.56% of such holder’s Met-Pro shares for which a valid cash election was made and (ii) the stock consideration for approximately 22.44% of such holder’s Met-Pro Shares for which a valid cash election was made. The value of stock recorded was $98.0 million. | |||||||||||||||||
In addition, holders of outstanding Met-Pro options and restricted stock units received an aggregate amount of cash equal to approximately $4.9 million as consideration for the cancellation of the options and restricted stock units held by them as of immediately prior to the merger. | |||||||||||||||||
Acquisition and integration expenses on the condensed consolidated statements of operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. | |||||||||||||||||
The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. The approximate fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed, and the related tax balances. Such changes could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma information, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. | |||||||||||||||||
$ in thousands | |||||||||||||||||
Current assets | $ | 69,344 | |||||||||||||||
Property and equipment | 17,038 | ||||||||||||||||
Other assets | 4,862 | ||||||||||||||||
Assets held for sale (a) | 8,723 | ||||||||||||||||
Goodwill | 105,429 | ||||||||||||||||
Intangible – finite life, net | 35,810 | ||||||||||||||||
Intangible – indefinite life | 11,910 | ||||||||||||||||
Total assets acquired | 253,116 | ||||||||||||||||
Current liabilities assumed | (13,588 | ) | |||||||||||||||
Deferred income tax liability | (27,598 | ) | |||||||||||||||
Long term liabilities assumed | (5,969 | ) | |||||||||||||||
Net assets acquired | $ | 205,961 | |||||||||||||||
(a) | The assets held for sale consists of real property, and are valued at the estimated proceeds less cost to sell. | ||||||||||||||||
The following unaudited pro forma information represents the Company’s results of operations as if the acquisitions had occurred as of January 1, 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30 | September 30, | ||||||||||||||||
$ in thousands, except per share amounts | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Net sales | $ | 65,062 | $ | 75,430 | $ | 195,419 | $ | 212,338 | |||||||||
Net income | $ | 860 | $ | 4,121 | $ | 7,333 | $ | 8,847 | |||||||||
Earnings per share: | |||||||||||||||||
Basic | $ | 0.03 | $ | 0.16 | $ | 0.29 | $ | 0.35 | |||||||||
Diluted | $ | 0.03 | $ | 0.16 | $ | 0.27 | $ | 0.34 | |||||||||
The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, eliminate acquisition related expenses, eliminate intercompany transactions between the Company and Aarding reflect foregone interest income on cash paid for the acquisitions and to record the income tax consequences of the pro forma adjustments. Shares used to calculate the basic and diluted earnings per share were adjusted to reflect the additional shares of common stock issued to fund a portion of the acquisition price. These pro forma results do not purport to be indicative of the results of operations that would have occurred had the purchases been made as of the beginning of the periods presented or of the results of operations that may occur in the future. | |||||||||||||||||
Business_Segment_Information
Business Segment Information | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||
Business Segment Information | ' | ||||||||||||||||||||||||||||
16 | Business Segment Information | ||||||||||||||||||||||||||||
The Company’s operations are organized and reviewed by management along its product lines and presented in four reportable segments. The results of the segments are reviewed through to the “(Loss) income from operations” line on the condensed consolidated statements of operations. | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts Group (“EET&P”) | |||||||||||||||||||||||||||||
Our Engineered Equipment and Parts Group, located in the United States as well as the Netherlands, Canada, Brazil, China, and India, is comprised of Aarding, Adwest, AVC, CECO Abatement, CECO Filters, Busch International, Effox, Fisher-Klosterman, and Flextor. We enable our customers to meet Best Available Control Technology requirements and compliance targets for fumes, volatile organic compounds, process, and industrial odors. Our services eliminate toxic emission fumes and volatile organic compounds from large-scale industrial processes. Global industries served include refining, petrochemical, traditional power, natural gas power, aluminum, steel, automotive, chemical, and the largest industrial facilities. | |||||||||||||||||||||||||||||
Met-Pro Group (“MP”) | |||||||||||||||||||||||||||||
Our Met-Pro Group is comprised of our recent acquisition of Met-Pro, a global provider of a wide range of products and services for industrial, commercial, municipal and residential markets. These include product recovery and pollution control technologies for purification of air and liquids; fluid handling technologies for corrosive, abrasive and high temperature liquids; and filtration and purification technologies, which include proprietary water treatment chemicals and filter products for air and liquid filtration. The MP Group includes Met-Pro’s three main business areas: Product Recovery/Pollution Control Technologies, Fluid Handling Technologies, and Filtration/Purification Technologies, each of which is comprised of a variety of business units and brands. | |||||||||||||||||||||||||||||
Contracting / Services Group (“C/S”) | |||||||||||||||||||||||||||||
Our Contracting/Services Group is comprised of the contracting/services operations of our Kirk & Blum divisions. We provide custom metal fabrication services at our Kirk & Blum Columbia, Tennessee and Louisville, Kentucky locations. These facilities are used to fabricate parts, subassemblies, and customized products for air pollution and non-air pollution applications from sheet, plate, and structurals. | |||||||||||||||||||||||||||||
Component Parts Group (“CP”) | |||||||||||||||||||||||||||||
We market component parts for industrial air systems to contractors, distributors and dealers throughout the United States. | |||||||||||||||||||||||||||||
The accounting policies of the segments are the same as those in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC. | |||||||||||||||||||||||||||||
Summary of Business by Segment | |||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Net Sales (less intra-, inter-segment sales) | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 21,741 | $ | 18,425 | $ | 64,444 | $ | 55,889 | |||||||||||||||||||||
Netherlands | 7,510 | — | 17,904 | — | |||||||||||||||||||||||||
Canada | 842 | 1,855 | 3,304 | 5,883 | |||||||||||||||||||||||||
China | 2,553 | 1,787 | 5,564 | 3,289 | |||||||||||||||||||||||||
Brazil | — | — | — | 121 | |||||||||||||||||||||||||
India | — | 173 | — | 173 | |||||||||||||||||||||||||
subtotal | 32,646 | 22,240 | 91,216 | 65,355 | |||||||||||||||||||||||||
Met-Pro | 7,273 | — | 7,273 | — | |||||||||||||||||||||||||
Contracting / Services | 4,412 | 5,644 | 13,507 | 19,472 | |||||||||||||||||||||||||
Component Parts | 5,664 | 5,238 | 16,497 | 15,854 | |||||||||||||||||||||||||
Corporate | (199 | ) | (20 | ) | 97 | 39 | |||||||||||||||||||||||
Net sales | $ | 49,796 | $ | 33,102 | $ | 128,590 | $ | 100,720 | |||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Net Operating (Loss) Income | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 4,176 | $ | 3,946 | $ | 14,209 | $ | 11,110 | |||||||||||||||||||||
Met-Pro | (406 | ) | — | (406 | ) | — | |||||||||||||||||||||||
Contracting / Services | (2,187 | ) | 836 | (1,268 | ) | 2,520 | |||||||||||||||||||||||
Component Parts | 1,028 | 966 | 3,085 | 3,378 | |||||||||||||||||||||||||
Corporate and other (a) | (5,334 | ) | (1,455 | ) | (11,485 | ) | (4,667 | ) | |||||||||||||||||||||
Eliminations | (633 | ) | (42 | ) | (846 | ) | (58 | ) | |||||||||||||||||||||
Net operating (loss) income | $ | (3,356 | ) | $ | 4,251 | $ | 3,289 | $ | 12,283 | ||||||||||||||||||||
(a) | Includes acquisition and integration expenses, corporate compensation, professional services, information technology, and other general and administrative corporate expenses. | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Property and Equipment Additions | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 251 | $ | 57 | $ | 434 | $ | 109 | |||||||||||||||||||||
Met-Pro | — | — | — | — | |||||||||||||||||||||||||
Contracting / Services | 7 | 14 | 28 | 44 | |||||||||||||||||||||||||
Component Parts | 39 | 21 | 71 | 59 | |||||||||||||||||||||||||
Corporate | — | 10 | — | 22 | |||||||||||||||||||||||||
Property and equipment additions | $ | 297 | $ | 102 | $ | 533 | $ | 234 | |||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Depreciation and Amortization | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 909 | $ | 146 | $ | 1,960 | $ | 445 | |||||||||||||||||||||
Met-Pro | 849 | — | 849 | — | |||||||||||||||||||||||||
Contracting / Services | 51 | 53 | 155 | 163 | |||||||||||||||||||||||||
Component Parts | 46 | 48 | 139 | 144 | |||||||||||||||||||||||||
Corporate | 33 | 53 | 98 | 158 | |||||||||||||||||||||||||
Depreciation and Amortization | $ | 1,888 | $ | 300 | $ | 3,201 | $ | 910 | |||||||||||||||||||||
(dollars in thousands) | September 30, | December 31, | |||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Identifiable Assets | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 127,653 | $ | 60,516 | |||||||||||||||||||||||||
Met-Pro | 205,201 | — | |||||||||||||||||||||||||||
Contracting / Services | 6,230 | 8,055 | |||||||||||||||||||||||||||
Component Parts | 6,037 | 5,573 | |||||||||||||||||||||||||||
Corporate (b) | 8,515 | 19,960 | |||||||||||||||||||||||||||
Identifiable Assets (c) | $ | 353,636 | $ | 94,104 | |||||||||||||||||||||||||
(b) | Corporate assets primarily consists of cash and income tax related assets. | ||||||||||||||||||||||||||||
(c) | The Company has revised its business segment reporting primarily to exclude nontrade accounts receivable in order to better reflect the manner in which such assets are reviewed by management. | ||||||||||||||||||||||||||||
(dollars in thousands) | September 30, | December 31, | |||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 28,122 | $ | 19,548 | |||||||||||||||||||||||||
Met-Pro | 105,429 | — | |||||||||||||||||||||||||||
Goodwill | $ | 133,551 | $ | 19,548 | |||||||||||||||||||||||||
Intra-segment and Inter-segment Revenues | |||||||||||||||||||||||||||||
The Company has multiple divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales) as indicated in the following tables: | |||||||||||||||||||||||||||||
Three months ended September 30, 2013 | |||||||||||||||||||||||||||||
(dollars in thousands) | Total | Less intra- | Less inter-segment sales | Net sales to | |||||||||||||||||||||||||
sales | segment | outside | |||||||||||||||||||||||||||
Sales | EE&P | C/S | CP | Corp. (a) | customers | ||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 22,519 | $ | (616 | ) | $ | — | $ | (162 | ) | $ | $ | — | $ | 21,741 | ||||||||||||||
Netherlands | 7,405 | 105 | — | — | — | — | 7,510 | ||||||||||||||||||||||
China | 2,696 | (143 | ) | — | — | — | — | 2,553 | |||||||||||||||||||||
Canada | 1,503 | (661 | ) | — | — | — | — | 842 | |||||||||||||||||||||
Subtotal | 34,123 | (1,315 | ) | — | (162 | ) | — | — | 32,646 | ||||||||||||||||||||
Met-Pro | 7,559 | (286 | ) | — | — | — | — | 7,273 | |||||||||||||||||||||
Contracting / Services | 5,018 | (205 | ) | (328 | ) | — | (73 | ) | — | 4,412 | |||||||||||||||||||
Component Parts | 5,994 | (135 | ) | (4 | ) | (191 | ) | — | — | 5,664 | |||||||||||||||||||
Corporate and other (a) | — | — | — | — | — | (199 | ) | (199 | ) | ||||||||||||||||||||
Net sales | $ | 52,694 | $ | (1,941 | ) | $ | (332 | ) | $ | (353 | ) | $ | (73 | ) | $ | (199 | ) | $ | 49,796 | ||||||||||
Three months ended September 30, 2012 | |||||||||||||||||||||||||||||
(dollars in thousands) | Total | Less intra- | Less inter-segment sales | Net sales to | |||||||||||||||||||||||||
sales | segment | outside | |||||||||||||||||||||||||||
sales | EE&P | C/S | CP | Corp. (a) | customers | ||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 18,775 | $ | (334 | ) | $ | — | $ | (16 | ) | $ | — | $ | — | $ | 18,425 | |||||||||||||
China | 2,166 | (379 | ) | — | — | — | — | 1,787 | |||||||||||||||||||||
Canada | 1,865 | (10 | ) | — | — | — | — | 1,855 | |||||||||||||||||||||
Brazil | — | — | — | — | — | — | — | ||||||||||||||||||||||
India | 173 | — | — | — | — | — | 173 | ||||||||||||||||||||||
Subtotal | 22,979 | (723 | ) | — | (16 | ) | — | — | 22,240 | ||||||||||||||||||||
Contracting / Services | 6,166 | (20 | ) | (502 | ) | — | — | — | 5,644 | ||||||||||||||||||||
Component Parts | 5,524 | (89 | ) | (3 | ) | (194 | ) | — | — | 5,238 | |||||||||||||||||||
Corporate and other (a) | 0 | — | — | — | — | (20 | ) | (20 | ) | ||||||||||||||||||||
Net sales | $ | 34,669 | $ | (832 | ) | $ | (505 | ) | $ | (210 | ) | $ | — | $ | (20 | ) | $ | 33,102 | |||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||||||||||
(dollars in thousands) | Total | Less intra- | Less inter-segment sales | Net sales to | |||||||||||||||||||||||||
sales | segment | outside | |||||||||||||||||||||||||||
Sales | EE&P | C/S | CP | Corp. (a) | customers | ||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 66,473 | $ | (1,391 | ) | $ | — | $ | (638 | ) | $ | — | $ | — | $ | 64,444 | |||||||||||||
Netherlands | 17,799 | 105 | — | — | — | — | 17,904 | ||||||||||||||||||||||
China | 6,672 | (1,108 | ) | — | — | — | — | 5,564 | |||||||||||||||||||||
Canada | 4,636 | (1,332 | ) | — | — | — | — | 3,304 | |||||||||||||||||||||
Subtotal | 95,580 | (3,726 | ) | — | (638 | ) | — | — | 91,216 | ||||||||||||||||||||
Met-Pro | 7,559 | (286 | ) | — | — | — | — | 7,273 | |||||||||||||||||||||
Contracting / Services | 15,383 | (412 | ) | (1,391 | ) | — | (73 | ) | — | 13,507 | |||||||||||||||||||
Component Parts | 17,525 | (405 | ) | (17 | ) | (606 | ) | — | — | 16,497 | |||||||||||||||||||
Corporate and other (a) | — | — | — | — | — | 97 | 97 | ||||||||||||||||||||||
Net sales | $ | 136,047 | $ | (4,829 | ) | $ | (1,408 | ) | $ | (1,244 | ) | $ | (73 | ) | $ | 97 | $ | 128,590 | |||||||||||
Nine months ended September 30, 2012 | |||||||||||||||||||||||||||||
(dollars in thousands) | Total | Less intra- | Less inter-segment sales | Net sales to | |||||||||||||||||||||||||
sales | segment | outside | |||||||||||||||||||||||||||
sales | EE&P | C/S | CP | Corp. (a) | customers | ||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 57,202 | $ | (687 | ) | $ | — | $ | (626 | ) | $ | — | $ | — | $ | 55,889 | |||||||||||||
China | 5,223 | (1,934 | ) | — | — | — | — | 3,289 | |||||||||||||||||||||
Canada | 5,820 | 63 | — | — | — | — | 5,883 | ||||||||||||||||||||||
Brazil | 121 | — | — | — | — | — | 121 | ||||||||||||||||||||||
India | 173 | — | — | — | — | — | 173 | ||||||||||||||||||||||
Subtotal | 68,539 | (2,558 | ) | — | (626 | ) | — | — | 65,355 | ||||||||||||||||||||
Contracting / Services | 20,577 | (68 | ) | (1,037 | ) | — | — | — | 19,472 | ||||||||||||||||||||
Component Parts | 16,804 | (236 | ) | (21 | ) | (693 | ) | — | — | 15,854 | |||||||||||||||||||
Corporate and other (a) | 19 | — | — | (10 | ) | — | 30 | 39 | |||||||||||||||||||||
Net sales | $ | 105,939 | $ | (2,862 | ) | $ | (1,058 | ) | $ | (1,329 | ) | $ | — | $ | 30 | $ | 100,720 | ||||||||||||
(a) | Includes adjustment for revenue on intercompany jobs. |
New_Accounting_Pronouncements_1
New Accounting Pronouncements Adopted (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Accumulated Other Comprehensive Income | ' |
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires entities to disclose, in one place, information about the amounts reclassified out of accumulated other comprehensive income by component. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012. The adoption of this standard did not have a significant impact on the Company’s financial statements. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
In February 2013, the FASB issued ASU 2013-04, “Obligations Resulting From Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date – a consensus of the FASB Emerging Issues Task Force”. This ASU provides guidance related to the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount is fixed at the reporting date. ASU 2013-04 is effective for all prior periods in fiscal years beginning on or after December 15, 2013, including interim reporting periods within those years with early adoption permitted. The adoption of this standard is not expected to have an impact on the Company’s financial statements. | |
In March 2013, the FASB issued ASU 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets Within a Foreign Entity or of an Investment in a Foreign Entity – a consensus of the FASB Emerging Issues Task Force”. This ASU provides guidance on whether to release cumulative translation adjustments upon certain derecognition events, requiring an entity to distinguish between derecognition events of investments within a foreign entity and changes in investments in a foreign entity. ASU 2013-05 is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements. |
Costs_and_Estimated_Earnings_o1
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Costs and Estimated Earnings on Uncompleted Contracts | ' | ||||||||
Our contracts have various lengths to completion ranging from a few days to several months. We anticipate that a majority of our current contracts will be completed within twelve months. | |||||||||
September 30, | December 31, | ||||||||
(dollars in thousands) | 2013 | 2012 | |||||||
Costs incurred on uncompleted contracts | $ | 66,835 | $ | 51,035 | |||||
Estimated earnings | 21,362 | 16,644 | |||||||
88,197 | 67,679 | ||||||||
Less billings to date and advanced billings | (87,056 | ) | (73,300 | ) | |||||
$ | 1,141 | $ | (5,621 | ) | |||||
Included in the accompanying consolidated balance sheets under the following captions: | |||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 16,892 | $ | 5,747 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (15,751 | ) | (11,368 | ) | |||||
$ | 1,141 | $ | (5,621 | ) | |||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Summary of Inventories | ' | ||||||||
September 30, | December 31, | ||||||||
(dollars in thousands) | 2013 | 2012 | |||||||
Raw materials | $ | 19,979 | $ | 2,508 | |||||
Work in process | 4,106 | — | |||||||
Finished goods | 2,918 | 1,817 | |||||||
Obsolescence allowance | (744 | ) | (427 | ) | |||||
$ | 26,259 | $ | 3,898 | ||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Goodwill / Tradename | ' | ||||||||||||||||
(dollars in thousands) | September 30, 2013 | December 31, 2012 | |||||||||||||||
Goodwill / Tradename | Goodwill | Tradename | Goodwill | Tradename | |||||||||||||
Beginning balance | $ | 19,548 | $ | 3,526 | $ | 14,661 | $ | 3,218 | |||||||||
Acquisitions | 113,671 | 14,775 | 4,806 | 300 | |||||||||||||
Foreign currency adjustments | 332 | (93 | ) | 81 | 8 | ||||||||||||
$ | 133,551 | $ | 18,208 | $ | 19,548 | $ | 3,526 | ||||||||||
Intangible Assets - Finite Life | ' | ||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||
Intangible assets – finite life | Cost | Accum. | Cost | Accum. | |||||||||||||
Amort. | Amort. | ||||||||||||||||
Patents | $ | 1,414 | $ | 1,344 | $ | 1,414 | $ | 1,281 | |||||||||
Employment agreements | 733 | 138 | 170 | — | |||||||||||||
Technology | 8,677 | 614 | 230 | — | |||||||||||||
Customer lists | 41,018 | 1,253 | 2,343 | 1,593 | |||||||||||||
Foreign currency adjustments | 650 | 41 | — | — | |||||||||||||
$ | 52,492 | $ | 3,390 | $ | 4,157 | $ | 2,874 | ||||||||||
Loss_Earnings_and_Dividends_pe1
(Loss) Earnings and Dividends per Share (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Computational Components of Basic and Diluted (Loss) Earnings Per Share | ' | ||||||||||||
The computational components of basic and diluted (loss) earnings per share for the three month periods ended September 30, 2013 and 2012 and for the nine month periods ended September 30, 2013 and 2012 are below (shares and dollars in thousands except per share amounts). | |||||||||||||
For the three month period ended September 30, 2013 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net loss and loss per share | $ | (1,461 | ) | 19,965 | $ | (0.07 | ) | ||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | — | — | ||||||||||
Diluted loss and loss per share | $ | (1,461 | ) | 19,965 | $ | (0.07 | ) | ||||||
For the three month period ended September 30, 2012 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 3,268 | 14,630 | $ | 0.22 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 371 | |||||||||||
Subordinated convertible promissory notes | 82 | 2,257 | (0.03 | ) | |||||||||
Diluted earnings and earnings per share | $ | 3,350 | 17,258 | $ | 0.19 | ||||||||
For the nine month period ended September 30, 2013 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 3,790 | 18,275 | $ | 0.21 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 607 | (0.01 | ) | |||||||||
Diluted earnings and earnings per share | $ | 3,790 | 18,882 | $ | 0.2 | ||||||||
For the nine month period ended September 30, 2012 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 7,798 | 14,591 | $ | 0.53 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 290 | |||||||||||
Subordinated convertible promissory notes | 250 | 2,318 | (0.06 | ) | |||||||||
Diluted earnings and earnings per share | $ | 8,048 | 17,199 | $ | 0.47 | ||||||||
Schedule of Dividend Payable | ' | ||||||||||||
Payment of dividends is also subject to the continuing compliance with our financial covenants under our Credit Facility. | |||||||||||||
Dividend | Record Date | Payment Date | Payments | ||||||||||
Per share | |||||||||||||
$0.04 | March 20, 2012 | March 30, 2012 | $ | 512 | |||||||||
$0.04 | June 15, 2012 | June 29, 2012 | $ | 512 | |||||||||
$0.05 | September 14, 2012 | September 28, 2012 | $ | 664 | |||||||||
$0.05 | March 18, 2013 | March 28, 2013 | $ | 886 | |||||||||
$0.05 | June 14, 2013 | June 28, 2013 | $ | 881 | |||||||||
$0.05 | September 16, 2013 | September 30, 2013 | $ | 1,272 |
Pension_and_Employee_Benefit_P1
Pension and Employee Benefit Plans (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Components of Pension and Employee Benefit Expenses | ' | ||||||||||||||||
The components of the expense consisted of the following: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Pension plan: | |||||||||||||||||
Service cost | $ | 32 | $ | 15 | $ | 66 | $ | 45 | |||||||||
Interest cost | 166 | 82 | 322 | 246 | |||||||||||||
Expected return on plan assets | (214 | ) | (94 | ) | (418 | ) | (282 | ) | |||||||||
Amortization of net actuarial loss | 130 | 83 | 314 | 249 | |||||||||||||
Net periodic benefit cost | $ | 114 | $ | 86 | $ | 284 | $ | 258 | |||||||||
Health care plan: | |||||||||||||||||
Interest cost | $ | 1 | $ | 1 | $ | 3 | $ | 3 | |||||||||
Amortization of gain | (4 | ) | (2 | ) | (12 | ) | (6 | ) | |||||||||
Net periodic benefit gain | $ | (3 | ) | $ | (1 | ) | $ | (9 | ) | $ | (2 | ) | |||||
Product_Warranties_Tables
Product Warranties (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Guarantees [Abstract] | ' | ||||||||||||||||
Change in Accrued Warranty Expense | ' | ||||||||||||||||
Accrued warranty expense is included in “Accounts payable and accrued expenses” on our condensed consolidated balance sheets, and the change in accrued warranty expense is summarized in the following table: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 930 | $ | 585 | $ | 531 | $ | 431 | |||||||||
Provision | 60 | 52 | 131 | 263 | |||||||||||||
Payments | (102 | ) | (25 | ) | (214 | ) | (82 | ) | |||||||||
Acquisition | 112 | — | 552 | — | |||||||||||||
Ending balance | $ | 1,000 | $ | 612 | $ | 1,000 | $ | 612 | |||||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing | ' | ||||||||||||||||
The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. | |||||||||||||||||
$ in thousands | |||||||||||||||||
Current assets | $ | 15,062 | |||||||||||||||
Property and equipment | 959 | ||||||||||||||||
Goodwill | 8,242 | ||||||||||||||||
Intangible – finite life, net | 13,477 | ||||||||||||||||
Intangible – indefinite life | 2,865 | ||||||||||||||||
Total assets acquired | 40,605 | ||||||||||||||||
Current liabilities assumed | (8,277 | ) | |||||||||||||||
Deferred income tax liability | (4,086 | ) | |||||||||||||||
Net assets acquired | $ | 28,242 | |||||||||||||||
Schedule of Restricted Stock Unit Activity Table | ' | ||||||||||||||||
In addition, holders of outstanding Met-Pro options and restricted stock units received an aggregate amount of cash equal to approximately $4.9 million as consideration for the cancellation of the options and restricted stock units held by them as of immediately prior to the merger. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. | |||||||||||||||||
$ in thousands | |||||||||||||||||
Current assets | $ | 69,344 | |||||||||||||||
Property and equipment | 17,038 | ||||||||||||||||
Other assets | 4,862 | ||||||||||||||||
Assets held for sale (a) | 8,723 | ||||||||||||||||
Goodwill | 105,429 | ||||||||||||||||
Intangible – finite life, net | 35,810 | ||||||||||||||||
Intangible – indefinite life | 11,910 | ||||||||||||||||
Total assets acquired | 253,116 | ||||||||||||||||
Current liabilities assumed | (13,588 | ) | |||||||||||||||
Deferred income tax liability | (27,598 | ) | |||||||||||||||
Long term liabilities assumed | (5,969 | ) | |||||||||||||||
Net assets acquired | $ | 205,961 | |||||||||||||||
(a) | The assets held for sale consists of real property, and are valued at the estimated proceeds less cost to sell. | ||||||||||||||||
Information of Company's Results of Operations | ' | ||||||||||||||||
The following unaudited pro forma information represents the Company’s results of operations as if the acquisitions had occurred as of January 1, 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30 | September 30, | ||||||||||||||||
$ in thousands, except per share amounts | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Net sales | $ | 65,062 | $ | 75,430 | $ | 195,419 | $ | 212,338 | |||||||||
Net income | $ | 860 | $ | 4,121 | $ | 7,333 | $ | 8,847 | |||||||||
Earnings per share: | |||||||||||||||||
Basic | $ | 0.03 | $ | 0.16 | $ | 0.29 | $ | 0.35 | |||||||||
Diluted | $ | 0.03 | $ | 0.16 | $ | 0.27 | $ | 0.34 |
Business_Segment_Information_T
Business Segment Information (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||
Net Sales by Business Segment | ' | ||||||||||||||||||||||||||||
Summary of Business by Segment | |||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Net Sales (less intra-, inter-segment sales) | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 21,741 | $ | 18,425 | $ | 64,444 | $ | 55,889 | |||||||||||||||||||||
Netherlands | 7,510 | — | 17,904 | — | |||||||||||||||||||||||||
Canada | 842 | 1,855 | 3,304 | 5,883 | |||||||||||||||||||||||||
China | 2,553 | 1,787 | 5,564 | 3,289 | |||||||||||||||||||||||||
Brazil | — | — | — | 121 | |||||||||||||||||||||||||
India | — | 173 | — | 173 | |||||||||||||||||||||||||
subtotal | 32,646 | 22,240 | 91,216 | 65,355 | |||||||||||||||||||||||||
Met-Pro | 7,273 | — | 7,273 | — | |||||||||||||||||||||||||
Contracting / Services | 4,412 | 5,644 | 13,507 | 19,472 | |||||||||||||||||||||||||
Component Parts | 5,664 | 5,238 | 16,497 | 15,854 | |||||||||||||||||||||||||
Corporate | (199 | ) | (20 | ) | 97 | 39 | |||||||||||||||||||||||
Net sales | $ | 49,796 | $ | 33,102 | $ | 128,590 | $ | 100,720 | |||||||||||||||||||||
Net Operating Income (Loss) by Business Segment | ' | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Net Operating (Loss) Income | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 4,176 | $ | 3,946 | $ | 14,209 | $ | 11,110 | |||||||||||||||||||||
Met-Pro | (406 | ) | — | (406 | ) | — | |||||||||||||||||||||||
Contracting / Services | (2,187 | ) | 836 | (1,268 | ) | 2,520 | |||||||||||||||||||||||
Component Parts | 1,028 | 966 | 3,085 | 3,378 | |||||||||||||||||||||||||
Corporate and other (a) | (5,334 | ) | (1,455 | ) | (11,485 | ) | (4,667 | ) | |||||||||||||||||||||
Eliminations | (633 | ) | (42 | ) | (846 | ) | (58 | ) | |||||||||||||||||||||
Net operating (loss) income | $ | (3,356 | ) | $ | 4,251 | $ | 3,289 | $ | 12,283 | ||||||||||||||||||||
(a) | Includes acquisition and integration expenses, corporate compensation, professional services, information technology, and other general and administrative corporate expenses. | ||||||||||||||||||||||||||||
Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets | ' | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Property and Equipment Additions | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 251 | $ | 57 | $ | 434 | $ | 109 | |||||||||||||||||||||
Met-Pro | — | — | — | — | |||||||||||||||||||||||||
Contracting / Services | 7 | 14 | 28 | 44 | |||||||||||||||||||||||||
Component Parts | 39 | 21 | 71 | 59 | |||||||||||||||||||||||||
Corporate | — | 10 | — | 22 | |||||||||||||||||||||||||
Property and equipment additions | $ | 297 | $ | 102 | $ | 533 | $ | 234 | |||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
(dollars in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Depreciation and Amortization | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 909 | $ | 146 | $ | 1,960 | $ | 445 | |||||||||||||||||||||
Met-Pro | 849 | — | 849 | — | |||||||||||||||||||||||||
Contracting / Services | 51 | 53 | 155 | 163 | |||||||||||||||||||||||||
Component Parts | 46 | 48 | 139 | 144 | |||||||||||||||||||||||||
Corporate | 33 | 53 | 98 | 158 | |||||||||||||||||||||||||
Depreciation and Amortization | $ | 1,888 | $ | 300 | $ | 3,201 | $ | 910 | |||||||||||||||||||||
(dollars in thousands) | September 30, | December 31, | |||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Identifiable Assets | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 127,653 | $ | 60,516 | |||||||||||||||||||||||||
Met-Pro | 205,201 | — | |||||||||||||||||||||||||||
Contracting / Services | 6,230 | 8,055 | |||||||||||||||||||||||||||
Component Parts | 6,037 | 5,573 | |||||||||||||||||||||||||||
Corporate (b) | 8,515 | 19,960 | |||||||||||||||||||||||||||
Identifiable Assets (c) | $ | 353,636 | $ | 94,104 | |||||||||||||||||||||||||
(b) | Corporate assets primarily consists of cash and income tax related assets. | ||||||||||||||||||||||||||||
(c) | The Company has revised its business segment reporting primarily to exclude nontrade accounts receivable in order to better reflect the manner in which such assets are reviewed by management. | ||||||||||||||||||||||||||||
Goodwill | ' | ||||||||||||||||||||||||||||
(dollars in thousands) | September 30, | December 31, | |||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | $ | 28,122 | $ | 19,548 | |||||||||||||||||||||||||
Met-Pro | 105,429 | — | |||||||||||||||||||||||||||
Goodwill | $ | 133,551 | $ | 19,548 | |||||||||||||||||||||||||
Intra-Segment and Inter-Segment Revenues | ' | ||||||||||||||||||||||||||||
The Company has multiple divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales) as indicated in the following tables: | |||||||||||||||||||||||||||||
Three months ended September 30, 2013 | |||||||||||||||||||||||||||||
(dollars in thousands) | Total | Less intra- | Less inter-segment sales | Net sales to | |||||||||||||||||||||||||
sales | segment | outside | |||||||||||||||||||||||||||
Sales | EE&P | C/S | CP | Corp. (a) | customers | ||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 22,519 | $ | (616 | ) | $ | — | $ | (162 | ) | $ | $ | — | $ | 21,741 | ||||||||||||||
Netherlands | 7,405 | 105 | — | — | — | — | 7,510 | ||||||||||||||||||||||
China | 2,696 | (143 | ) | — | — | — | — | 2,553 | |||||||||||||||||||||
Canada | 1,503 | (661 | ) | — | — | — | — | 842 | |||||||||||||||||||||
Subtotal | 34,123 | (1,315 | ) | — | (162 | ) | — | — | 32,646 | ||||||||||||||||||||
Met-Pro | 7,559 | (286 | ) | — | — | — | — | 7,273 | |||||||||||||||||||||
Contracting / Services | 5,018 | (205 | ) | (328 | ) | — | (73 | ) | — | 4,412 | |||||||||||||||||||
Component Parts | 5,994 | (135 | ) | (4 | ) | (191 | ) | — | — | 5,664 | |||||||||||||||||||
Corporate and other (a) | — | — | — | — | — | (199 | ) | (199 | ) | ||||||||||||||||||||
Net sales | $ | 52,694 | $ | (1,941 | ) | $ | (332 | ) | $ | (353 | ) | $ | (73 | ) | $ | (199 | ) | $ | 49,796 | ||||||||||
Three months ended September 30, 2012 | |||||||||||||||||||||||||||||
(dollars in thousands) | Total | Less intra- | Less inter-segment sales | Net sales to | |||||||||||||||||||||||||
sales | segment | outside | |||||||||||||||||||||||||||
sales | EE&P | C/S | CP | Corp. (a) | customers | ||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 18,775 | $ | (334 | ) | $ | — | $ | (16 | ) | $ | — | $ | — | $ | 18,425 | |||||||||||||
China | 2,166 | (379 | ) | — | — | — | — | 1,787 | |||||||||||||||||||||
Canada | 1,865 | (10 | ) | — | — | — | — | 1,855 | |||||||||||||||||||||
Brazil | — | — | — | — | — | — | — | ||||||||||||||||||||||
India | 173 | — | — | — | — | — | 173 | ||||||||||||||||||||||
Subtotal | 22,979 | (723 | ) | — | (16 | ) | — | — | 22,240 | ||||||||||||||||||||
Contracting / Services | 6,166 | (20 | ) | (502 | ) | — | — | — | 5,644 | ||||||||||||||||||||
Component Parts | 5,524 | (89 | ) | (3 | ) | (194 | ) | — | — | 5,238 | |||||||||||||||||||
Corporate and other (a) | 0 | — | — | — | — | (20 | ) | (20 | ) | ||||||||||||||||||||
Net sales | $ | 34,669 | $ | (832 | ) | $ | (505 | ) | $ | (210 | ) | $ | — | $ | (20 | ) | $ | 33,102 | |||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||||||||||
(dollars in thousands) | Total | Less intra- | Less inter-segment sales | Net sales to | |||||||||||||||||||||||||
sales | segment | outside | |||||||||||||||||||||||||||
Sales | EE&P | C/S | CP | Corp. (a) | customers | ||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 66,473 | $ | (1,391 | ) | $ | — | $ | (638 | ) | $ | — | $ | — | $ | 64,444 | |||||||||||||
Netherlands | 17,799 | 105 | — | — | — | — | 17,904 | ||||||||||||||||||||||
China | 6,672 | (1,108 | ) | — | — | — | — | 5,564 | |||||||||||||||||||||
Canada | 4,636 | (1,332 | ) | — | — | — | — | 3,304 | |||||||||||||||||||||
Subtotal | 95,580 | (3,726 | ) | — | (638 | ) | — | — | 91,216 | ||||||||||||||||||||
Met-Pro | 7,559 | (286 | ) | — | — | — | — | 7,273 | |||||||||||||||||||||
Contracting / Services | 15,383 | (412 | ) | (1,391 | ) | — | (73 | ) | — | 13,507 | |||||||||||||||||||
Component Parts | 17,525 | (405 | ) | (17 | ) | (606 | ) | — | — | 16,497 | |||||||||||||||||||
Corporate and other (a) | — | — | — | — | — | 97 | 97 | ||||||||||||||||||||||
Net sales | $ | 136,047 | $ | (4,829 | ) | $ | (1,408 | ) | $ | (1,244 | ) | $ | (73 | ) | $ | 97 | $ | 128,590 | |||||||||||
Nine months ended September 30, 2012 | |||||||||||||||||||||||||||||
(dollars in thousands) | Total | Less intra- | Less inter-segment sales | Net sales to | |||||||||||||||||||||||||
sales | segment | outside | |||||||||||||||||||||||||||
sales | EE&P | C/S | CP | Corp. (a) | customers | ||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Engineered Equipment Technology and Parts | |||||||||||||||||||||||||||||
United States | $ | 57,202 | $ | (687 | ) | $ | — | $ | (626 | ) | $ | — | $ | — | $ | 55,889 | |||||||||||||
China | 5,223 | (1,934 | ) | — | — | — | — | 3,289 | |||||||||||||||||||||
Canada | 5,820 | 63 | — | — | — | — | 5,883 | ||||||||||||||||||||||
Brazil | 121 | — | — | — | — | — | 121 | ||||||||||||||||||||||
India | 173 | — | — | — | — | — | 173 | ||||||||||||||||||||||
Subtotal | 68,539 | (2,558 | ) | — | (626 | ) | — | — | 65,355 | ||||||||||||||||||||
Contracting / Services | 20,577 | (68 | ) | (1,037 | ) | — | — | — | 19,472 | ||||||||||||||||||||
Component Parts | 16,804 | (236 | ) | (21 | ) | (693 | ) | — | — | 15,854 | |||||||||||||||||||
Corporate and other (a) | 19 | — | — | (10 | ) | — | 30 | 39 | |||||||||||||||||||||
Net sales | $ | 105,939 | $ | (2,862 | ) | $ | (1,058 | ) | $ | (1,329 | ) | $ | — | $ | 30 | $ | 100,720 | ||||||||||||
(a) | Includes adjustment for revenue on intercompany jobs. |
Recovered_Sheet1
Basis of Reporting for Consolidated Financial Statements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Adjusted Earnings Before Interest Taxes Depreciation And Amortization And Other Non Cash Items [Abstract] | ' |
Date of completion of acquisition | 27-Aug-13 |
Costs_and_Estimated_Earnings_o2
Costs and Estimated Earnings on Uncompleted Contracts - Costs and Estimated Earnings on Uncompleted Contracts (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Costs And Estimated Earnings On Uncompleted Contracts [Abstract] | ' | ' |
Costs incurred on uncompleted contracts | $66,835 | $51,035 |
Estimated earnings | 21,362 | 16,644 |
Contract Receivable, Total | 88,197 | 67,679 |
Less billings to date and advanced billings | -87,056 | -73,300 |
Net bills receivable | 1,141 | -5,621 |
Included in the accompanying consolidated balance sheets under the following captions: | ' | ' |
Costs and estimated earnings in excess of billings on uncompleted contracts | 16,892 | 5,747 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -15,751 | -11,368 |
Net bills receivable | $1,141 | ($5,621) |
Inventories_Summary_of_Invento
Inventories - Summary of Inventories (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Net [Abstract] | ' | ' |
Raw materials | $19,979 | $2,508 |
Work in process | 4,106 | ' |
Finished goods | 2,918 | 1,817 |
Obsolescence allowance | -744 | -427 |
Inventory, net | $26,259 | $3,898 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Inventory Disclosure [Abstract] | ' | ' | ' | ' |
Amounts credited to the allowance for obsolete inventory | $37 | $65 | $104 | $147 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Goodwill And Tradename [Abstract] | ' | ' |
Goodwill, beginning balance | $19,548 | $14,661 |
Goodwill, acquisitions | 113,671 | 4,806 |
Goodwill, foreign currency adjustments | 332 | 81 |
Goodwill, ending balance | 133,551 | 19,548 |
Tradename, beginning balance | 3,526 | 3,218 |
Tradename, acquisitions | 14,775 | 300 |
Tradename, foreign currency adjustments | -93 | 8 |
Tradename, ending balance | $18,208 | $3,526 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Intangible Assets - Finite Life (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Finite Lived Intangible Asset Useful Life [Line Items] | ' | ' |
Cost | $52,492 | $4,157 |
Accumulated Amortization | 3,390 | 2,874 |
Patents [Member] | ' | ' |
Finite Lived Intangible Asset Useful Life [Line Items] | ' | ' |
Cost | 1,414 | 1,414 |
Accumulated Amortization | 1,344 | 1,281 |
Employment agreements [Member] | ' | ' |
Finite Lived Intangible Asset Useful Life [Line Items] | ' | ' |
Cost | 733 | 170 |
Accumulated Amortization | 138 | ' |
Technology [Member] | ' | ' |
Finite Lived Intangible Asset Useful Life [Line Items] | ' | ' |
Cost | 8,677 | 230 |
Accumulated Amortization | 614 | ' |
Customer lists [Member] | ' | ' |
Finite Lived Intangible Asset Useful Life [Line Items] | ' | ' |
Cost | 41,018 | 2,343 |
Accumulated Amortization | 1,253 | 1,593 |
Foreign currency adjustments [Member] | ' | ' |
Finite Lived Intangible Asset Useful Life [Line Items] | ' | ' |
Cost | 650 | ' |
Accumulated Amortization | $41 | ' |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense of finite life intangible assets | $2,017 | $80 | $3,590 | $252 |
Amortization expense of finite life intangibles for 2013 | 2,482 | ' | 2,482 | ' |
Amortization expense of finite life intangibles for 2014 | 7,017 | ' | 7,017 | ' |
Amortization expense of finite life intangibles for 2015 | 7,059 | ' | 7,059 | ' |
Amortization expense of finite life intangibles for 2016 | 6,067 | ' | 6,067 | ' |
Amortization expense of finite life intangibles for 2017 | $5,139 | ' | $5,139 | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Aug. 27, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 17, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 27, 2013 | Sep. 30, 2013 | Aug. 27, 2013 | Aug. 27, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
USD ($) | USD ($) | USD ($) | Majority Owned Subsidiary [Member] | Majority Owned Subsidiary [Member] | Majority Owned Subsidiary [Member] | Flextor Inc [Member] | Flextor Inc [Member] | Flextor Inc [Member] | Flextor Inc [Member] | Flextor Inc [Member] | Flextor Inc [Member] | Eurocurrency Rate [Member] | Eurocurrency Rate [Member] | Federal Funds Rate [Member] | One-Month LIBOR [Member] | Base Rate [Member] | Base Rate [Member] | Senior Secured Term Loan [Member] | Senior Secured Term Loan [Member] | U.S.dollar Revolving Credit Facility [Member] | U.S.dollar Revolving Credit Facility [Member] | Multi-currency Revolving Credit Facility [Member] | Amended and Restated Credit Agreement [Member] | First Twelve Installments [Member] | Second Four Installments [Member] | Third Three Installments [Member] | |
USD ($) | EUR (€) | EUR (€) | USD ($) | CAD | Forward Contracts [Member] | Variable Line Of Credit [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||
CAD | CAD | USD ($) | |||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of entering into credit agreement | 27-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17-Aug-10 | ' | ' | ' |
Senior secured credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $65,000,000 | ' | $70,500,000 | $19,500,000 | ' | ' | ' | ' |
Increased credit facility commitment for either Revolving credit facility or term loan facility | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 65,000,000 | ' | 52,000,000 | ' | ' | ' | ' | ' | ' |
Aggregate principal amount outstanding under the credit facilities | 90,000,000 | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, basis spread | ' | ' | ' | ' | ' | ' | 0.50% | 0.50% | ' | ' | ' | ' | 2.50% | 1.50% | ' | ' | 1.50% | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Base rate, basis spread | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Base rate, description | '"Base Rate" means the highest of (a) the federal funds rate plus 0.5%, (b) the Agent's prime lending rate, and (c) one-month LIBOR plus 1.00%. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, fees paid | 2,730,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving loan expiration date | 27-Aug-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly repayment of term loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 1,600,000 | 2,000,000 |
Maximum consolidated leverage ratio | 2.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum fixed charge coverage ratio | 1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increased interest rate of loan due to default | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt facility agreement amount due to subsidiary | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt bank guarantee facility | ' | ' | ' | 1,500,000 | 1,100,000 | 3,500,000 | 600,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital ratio | ' | ' | ' | ' | ' | ' | 1.25% | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted tangible net worth ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted tangible net worth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt facility agreement amount due to subsidiary | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt overdraft guarantee facility | ' | ' | ' | $3,500,000 | € 2,600,000 | € 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowers solvency ratio | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum debt as proportion of EBITDA | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument variable interest rate description | ' | ' | ' | '3 months Euribor plus 195 basis points | '3 months Euribor plus 195 basis points | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss_Earnings_and_Dividends_pe2
(Loss) Earnings and Dividends per Share - Computational Components of Basic and Diluted (Loss) Earnings Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Basic net income and earnings per share, Numerator (Income) | ($1,461) | $3,268 | $3,790 | $7,798 |
Common stock equivalents arising from stock options and employee stock purchase plan, Numerator (Income) | ' | ' | ' | ' |
Subordinated convertible promissory notes, Numerator (Income) | ' | 82 | ' | 250 |
Diluted earnings and earnings per share, Numerator (Income) | ($1,461) | $3,350 | $3,790 | $8,048 |
Basic net income and earnings per share, Denominator (Shares) | 19,965,010 | 14,630,264 | 18,275,085 | 14,591,325 |
Common stock equivalents arising from stock options and employee stock purchase plan, Denominator (Shares) | ' | 371,000 | 607,000 | 290,000 |
Subordinated convertible promissory notes, Denominator (shares) | ' | 2,257,000 | ' | 2,318,000 |
Diluted earnings and earnings per share, Denominator (Shares) | 19,965,010 | 17,258,552 | 18,881,927 | 17,199,337 |
Basic net income and earnings per share, Per Share Amount | ($0.07) | $0.22 | $0.21 | $0.53 |
Common stock equivalents arising from stock options and employee stock purchase plan, Per share amount | ' | ' | ($0.01) | ' |
Subordinated convertible promissory notes, Per Share Amount | ' | ($0.03) | ' | ($0.06) |
Diluted earnings and earnings per share, Per Share Amount | ($0.07) | $0.19 | $0.20 | $0.47 |
Loss_Earnings_and_Dividends_pe3
(Loss) Earnings and Dividends per Share - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings And Dividends Per Share [Abstract] | ' | ' | ' | ' | ' | ' |
Shares not included in computation of diluted Earning per share | ' | ' | ' | 322,500 | 40,000 | 322,500 |
Interest Expenses added back in computation of Diluted earning per share | ' | ' | ' | $82 | ' | $250 |
Conversion of the convertible Investor Notes | ' | ' | ' | 2,257,000 | ' | 2,318,000 |
Restricted stock awards participate in nonforfeitable dividend rights | ' | ' | 1 | ' | ' | ' |
Number of non-vested restricted share awards outstanding | 0 | 0 | 0 | 0 | 0 | 0 |
Common Stock, dividends, per share, declared | $0.05 | $0.05 | ' | ' | ' | ' |
Common Stock, dividends, per share, Paid | $0.05 | $0.05 | ' | ' | ' | ' |
Loss_Earnings_and_Dividends_pe4
(Loss) Earnings and Dividends per Share - Schedule of Dividends Payable (Detail) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Record Date One [Member] | ' |
Dividends Payable [Line Items] | ' |
Dividend Per share | $0.04 |
Record Date | 20-Mar-12 |
Payment Date | 30-Mar-12 |
Payments | $512 |
Record Date Two [Member] | ' |
Dividends Payable [Line Items] | ' |
Dividend Per share | $0.04 |
Record Date | 15-Jun-12 |
Payment Date | 29-Jun-12 |
Payments | 512 |
Record Date Three [Member] | ' |
Dividends Payable [Line Items] | ' |
Dividend Per share | $0.05 |
Record Date | 14-Sep-12 |
Payment Date | 28-Sep-12 |
Payments | 664 |
Record Date Four [Member] | ' |
Dividends Payable [Line Items] | ' |
Dividend Per share | $0.05 |
Record Date | 18-Mar-13 |
Payment Date | 28-Mar-13 |
Payments | 886 |
Record Date Five [Member] | ' |
Dividends Payable [Line Items] | ' |
Dividend Per share | $0.05 |
Record Date | 14-Jun-13 |
Payment Date | 28-Jun-13 |
Payments | 881 |
Record Date Six [Member] | ' |
Dividends Payable [Line Items] | ' |
Dividend Per share | $0.05 |
Record Date | 16-Sep-13 |
Payment Date | 30-Sep-13 |
Payments | $1,272 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Compensation Related Costs [Abstract] | ' | ' | ' | ' |
Recognized share-based compensation awards | $283 | $165 | $656 | $493 |
Pension_and_Employee_Benefit_P2
Pension and Employee Benefit Plans - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Aug. 27, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Pension_Plan | Pension_Plan | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' |
Effective date of retirement for availing post retirement health care plan | ' | 1-Jan-90 | ' |
Minimum age for the retirees to elect desired health care plan | ' | '65 years | ' |
Number of defined benefit pension plans | 2 | 2 | ' |
Liability for frozen defined benefit pension plans | $5,709 | ' | $3,075 |
Defined benefit plan contributions | ' | 157 | ' |
Pension plan [Member] | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' |
Anticipated contribution to fund the pension plan during the reminder of the fiscal year | ' | 303 | ' |
Health care plan [Member] | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' |
Anticipated contribution to fund the pension plan during the reminder of the fiscal year | ' | $4 | ' |
Pension_and_Employee_Benefit_P3
Pension and Employee Benefit Plans - Components of Pension and Employee Benefit Expenses (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Pension plan [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | $32 | $15 | $66 | $45 |
Interest cost | 166 | 82 | 322 | 246 |
Expected return on plan assets | -214 | -94 | -418 | -282 |
Amortization of net actuarial loss | 130 | 83 | 314 | 249 |
Net periodic benefit cost (gain) | 114 | 86 | 284 | 258 |
Health care plan [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Interest cost | 1 | 1 | 3 | 3 |
Amortization of gain | -4 | -2 | -12 | -6 |
Net periodic benefit cost (gain) | ($3) | ($1) | ($9) | ($2) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | ' | ' | ' | ' | ' |
Income tax (benefit) expense | ($2,259,000) | $623,000 | ($1,044,000) | $3,524,000 | ' |
Income tax provision | -60.70% | 16.00% | -38.00% | 31.10% | ' |
Tax benefit of selling and administrative income tax credits | 600,000 | ' | ' | ' | ' |
Tax benefit of research and development income tax credits | 500,000 | ' | 2,900,000 | ' | ' |
Liability for uncertain tax positions totaled | $653,000 | ' | $653,000 | ' | $162,000 |
Product_Warranties_Change_in_A
Product Warranties - Change in Accrued Warranty Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Product Warranties Disclosures [Abstract] | ' | ' | ' | ' |
Beginning balance | $930 | $585 | $531 | $431 |
Provision | 60 | 52 | 131 | 263 |
Payments | -102 | -25 | -214 | -82 |
Acquisition | 112 | ' | 552 | ' |
Ending balance | $1,000 | $612 | $1,000 | $612 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
Fair Value Of Financial Instruments [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | $13,586,000 | $22,994,000 | $24,455,000 | $12,724,000 |
Line of Credit Facility, Amount Outstanding | 90,000,000 | 0 | ' | ' |
China [Member] | ' | ' | ' | ' |
Fair Value Of Financial Instruments [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | 6,200,000 | 5,600,000 | ' | ' |
Netherlands Subsidiary [Member] | ' | ' | ' | ' |
Fair Value Of Financial Instruments [Line Items] | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | $3,500,000 | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Legal Matters - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 14, 2013 | Feb. 15, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 12, 2012 | |
Cases | Cases | Cases | ||||
Commitment And Contingencies [Abstract] | ' | ' | ' | ' | ' | ' |
Cumulative settlement payments for cases involving asbestos-related claims | ' | ' | ' | $740,000 | ' | ' |
Average cost per settled claim excluding legal fees | ' | ' | 25,000 | 25,000 | ' | ' |
Number of claims pending | ' | ' | 175 | 175 | 153 | ' |
Number of new cases filed | ' | ' | 43 | ' | ' | ' |
Number of cases dismissed | ' | ' | 21 | ' | ' | ' |
Number of cases settled | ' | ' | 0 | ' | ' | ' |
Liability for amount completely withdrawn from the Unions Pension Trust Fund | ' | ' | ' | ' | ' | 5,300,000 |
Plaintiffs claim to have suffered property damages and other loss | ' | ' | ' | 75,000,000 | ' | ' |
Loss contingency damages sought value from third plaintiffs | 1,000,000 | ' | ' | ' | ' | ' |
Loss contingency damages sought value from two plaintiffs | 5,000,000 | ' | ' | ' | ' | ' |
Company's stock worth | ' | 21,000 | ' | ' | ' | ' |
Plaintiffs' legal costs | ' | 106,000 | ' | ' | ' | ' |
Accruals for estimated losses | ' | ' | $2,500,000 | $2,500,000 | ' | ' |
Assessment regarding Loss contingency impact Description | ' | ' | ' | 'We are not aware of pending claims or assessments, other than as described above, which may have a material adverse impact on our liquidity, financial position, results of operations, or cash flows. | ' | ' |
Stock_Purchase_Additional_Info
Stock Purchase - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Aug. 10, 2011 | |
Stock Purchase [Abstract] | ' | ' | ' | ' | ' |
Repurchased shares of common stock | 180,000 | ' | 62,519 | ' | ' |
Repurchased Common stock value | $2,400 | $0 | $456 | ' | ' |
Current market price of purchased Shares | $13.14 | ' | ' | ' | ' |
Authorized share buy back program, number of shares | ' | ' | ' | ' | 500,000 |
Share repurchase period | ' | ' | ' | '18 months | ' |
Acquisition_Additional_Informa
Acquisition - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Aug. 27, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Met-Pro [Member] | Met-Pro [Member] | Met-Pro [Member] | Met-Pro [Member] | Aarding Thermal Acoustics [Member] | Aarding Thermal Acoustics [Member] | Aarding Thermal Acoustics [Member] | |
USD ($) | Maximum [Member] | Minimum [Member] | USD ($) | USD ($) | EUR (€) | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash paid on acquisition | ' | ' | ' | ' | ' | $24.40 | ' |
Company's common stock | ' | ' | ' | ' | ' | 763,673 | 763,673 |
Fair value of common stock issued | ' | ' | ' | ' | 7.4 | 7.4 | ' |
Business combination contingent consideration paid | ' | ' | ' | ' | 5.4 | 5.4 | 4 |
Prepaid compensation recognized in Prepaid expenses and other current assets | ' | ' | ' | ' | 1.1 | 1.1 | ' |
Prepaid compensation recognized in Deferred Charges and other assets | ' | ' | ' | ' | 3.7 | 3.7 | ' |
Business combination compensation expenses | ' | ' | ' | ' | 0.2 | 0.5 | ' |
Earn out payment upon attainment of gross profit | ' | ' | ' | ' | ' | 7.4 | 5.5 |
Earn out expenses | ' | ' | ' | ' | 0.4 | 0.9 | ' |
Earn out expenses included in accounts payable and accrued expenses | ' | ' | ' | ' | 0.9 | 0.9 | ' |
Agreement and plan of merger, date | 21-Apr-13 | ' | ' | ' | ' | ' | ' |
Merger agreement, amended date | 5-Aug-13 | ' | ' | ' | ' | ' | ' |
Cash consideration per share | ' | $13.75 | ' | ' | ' | ' | ' |
Stock consideration per share | ' | $13.75 | ' | ' | ' | ' | ' |
Exchange ratio | ' | 1.0843 | 1.352 | 1 | ' | ' | ' |
Percentage of common stock converted into cash | ' | 51.60% | ' | ' | ' | ' | ' |
Value of Shares transferred for Cash | ' | 104.4 | ' | ' | ' | ' | ' |
Trading day period | ' | '15 days | ' | ' | ' | ' | ' |
Trading price | ' | $12.68 | ' | ' | ' | ' | ' |
Shares of common stock in aggregate stock consideration | ' | 7,726,235 | ' | ' | ' | ' | ' |
Percentage of cash consideration | ' | 77.56% | ' | ' | ' | ' | ' |
Percentage of stock consideration | ' | 22.44% | ' | ' | ' | ' | ' |
Value of stock recorded | ' | 98 | ' | ' | ' | ' | ' |
Consideration for cancelling of options and restricted stock units | ' | $4.90 | ' | ' | ' | ' | ' |
Acquisition_Fair_Values_of_Ass
Acquisition - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Deferred income tax liability | ($34,892) | ($128) |
Aarding Thermal Acoustics [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Current assets | 15,062 | ' |
Property and equipment | 959 | ' |
Goodwill | 8,242 | ' |
Intangible - finite life, net | 13,477 | ' |
Intangible - indefinite life | 2,865 | ' |
Total assets acquired | 40,605 | ' |
Current liabilities assumed | -8,277 | ' |
Deferred income tax liability | -4,086 | ' |
Net assets acquired | $28,242 | ' |
Acquisition_Schedule_of_Restri
Acquisition - Schedule of Restricted Stock Unit Activity Table (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Deferred income tax liability | ($34,892) | ($128) |
Met-Pro [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Current assets | 69,344 | ' |
Property and equipment | 17,038 | ' |
Other assets | 4,862 | ' |
Assets held for sale | 8,723 | ' |
Goodwill | 105,429 | ' |
Intangible - finite life, net | 35,810 | ' |
Intangible - indefinite life | 11,910 | ' |
Total assets acquired | 253,116 | ' |
Current liabilities assumed | -13,588 | ' |
Deferred income tax liability | -27,598 | ' |
Long term liabilities assumed | -5,969 | ' |
Net assets acquired | $205,961 | ' |
Acquisition_Information_of_Com
Acquisition - Information of Company's Results of Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Acquisition Pro Forma Information [Abstract] | ' | ' | ' | ' |
Net sales | $65,062 | $75,430 | $195,419 | $212,338 |
Net income | $860 | $4,121 | $7,333 | $8,847 |
Earnings per share: | ' | ' | ' | ' |
Basic | $0.03 | $0.16 | $0.29 | $0.35 |
Diluted | $0.03 | $0.16 | $0.27 | $0.34 |
Business_Segment_Information_A
Business Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 4 |
Met-Pro [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 3 |
Business_Segment_Information_N
Business Segment Information - Net Sales by Business Segment (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | $49,796 | $33,102 | $128,590 | $100,720 |
Engineered Equipment Technology and Parts [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | 32,646 | 22,240 | 91,216 | 65,355 |
Engineered Equipment Technology and Parts [Member] | United States [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | 21,741 | 18,425 | 64,444 | 55,889 |
Engineered Equipment Technology and Parts [Member] | Netherlands [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | 7,510 | ' | 17,904 | ' |
Engineered Equipment Technology and Parts [Member] | Canada [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | 842 | 1,855 | 3,304 | 5,883 |
Engineered Equipment Technology and Parts [Member] | China [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | 2,553 | 1,787 | 5,564 | 3,289 |
Engineered Equipment Technology and Parts [Member] | Brazil [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | ' | 0 | ' | 121 |
Engineered Equipment Technology and Parts [Member] | India [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | ' | 173 | ' | 173 |
Met-Pro [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | 7,273 | ' | 7,273 | ' |
Contracting / Services [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | 4,412 | 5,644 | 13,507 | 19,472 |
Component Parts [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | 5,664 | 5,238 | 16,497 | 15,854 |
Corporate [Member] | ' | ' | ' | ' |
Net Sales by Business Segment | ' | ' | ' | ' |
Net sales | ($199) | ($20) | $97 | $39 |
Business_Segment_Information_N1
Business Segment Information - Net Operating Income (Loss) by Business Segment (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income from Operations (loss) by business segment | ' | ' | ' | ' |
Net operating income | ($3,356) | $4,251 | $3,289 | $12,283 |
Inter-segment Elimination [Member] | ' | ' | ' | ' |
Income from Operations (loss) by business segment | ' | ' | ' | ' |
Net operating income | -633 | -42 | -846 | -58 |
Engineered Equipment Technology and Parts [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Income from Operations (loss) by business segment | ' | ' | ' | ' |
Net operating income | 4,176 | 3,946 | 14,209 | 11,110 |
Met-Pro [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Income from Operations (loss) by business segment | ' | ' | ' | ' |
Net operating income | -406 | ' | -406 | ' |
Contracting / Services [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Income from Operations (loss) by business segment | ' | ' | ' | ' |
Net operating income | -2,187 | 836 | -1,268 | 2,520 |
Component Parts [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Income from Operations (loss) by business segment | ' | ' | ' | ' |
Net operating income | 1,028 | 966 | 3,085 | 3,378 |
Corporate and other [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Income from Operations (loss) by business segment | ' | ' | ' | ' |
Net operating income | ($5,334) | ($1,455) | ($11,485) | ($4,667) |
Business_Segment_Information_P
Business Segment Information - Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Property and equipment additions | $297 | $102 | $533 | $234 | ' |
Depreciation and amortization | 1,888 | 300 | 3,201 | 910 | ' |
Identifiable Assets | 353,636 | ' | 353,636 | ' | 94,104 |
Engineered Equipment Technology and Parts [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Property and equipment additions | 251 | 57 | 434 | 109 | ' |
Depreciation and amortization | 909 | 146 | 1,960 | 445 | ' |
Identifiable Assets | 127,653 | ' | 127,653 | ' | 60,516 |
Met-Pro [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Property and equipment additions | ' | ' | ' | ' | ' |
Depreciation and amortization | 849 | ' | 849 | ' | ' |
Identifiable Assets | 205,201 | ' | 205,201 | ' | ' |
Contracting / Services [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Property and equipment additions | 7 | 14 | 28 | 44 | ' |
Depreciation and amortization | 51 | 53 | 155 | 163 | ' |
Identifiable Assets | 6,230 | ' | 6,230 | ' | 8,055 |
Component Parts [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Property and equipment additions | 39 | 21 | 71 | 59 | ' |
Depreciation and amortization | 46 | 48 | 139 | 144 | ' |
Identifiable Assets | 6,037 | ' | 6,037 | ' | 5,573 |
Corporate [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Property and equipment additions | ' | 10 | ' | 22 | ' |
Depreciation and amortization | 33 | 53 | 98 | 158 | ' |
Identifiable Assets | $8,515 | ' | $8,515 | ' | $19,960 |
Business_Segment_Information_G
Business Segment Information - Goodwill (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Goodwill | ' | ' | ' |
Goodwill | $133,551 | $19,548 | $14,661 |
Engineered Equipment Technology and Parts [Member] | ' | ' | ' |
Goodwill | ' | ' | ' |
Goodwill | 28,122 | 19,548 | ' |
Met-Pro [Member] | ' | ' | ' |
Goodwill | ' | ' | ' |
Goodwill | $105,429 | ' | ' |
Business_Segment_Information_I
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | $49,796 | $33,102 | $128,590 | $100,720 |
Engineered Equipment Technology and Parts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | 32,646 | 22,240 | 91,216 | 65,355 |
Engineered Equipment Technology and Parts [Member] | United States [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | 21,741 | 18,425 | 64,444 | 55,889 |
Engineered Equipment Technology and Parts [Member] | Netherlands [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | 7,510 | ' | 17,904 | ' |
Engineered Equipment Technology and Parts [Member] | China [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | 2,553 | 1,787 | 5,564 | 3,289 |
Engineered Equipment Technology and Parts [Member] | Canada [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | 842 | 1,855 | 3,304 | 5,883 |
Engineered Equipment Technology and Parts [Member] | Brazil [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | ' | 0 | ' | 121 |
Engineered Equipment Technology and Parts [Member] | India [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | ' | 173 | ' | 173 |
Met-Pro [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | 7,273 | ' | 7,273 | ' |
Contracting / Services [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | 4,412 | 5,644 | 13,507 | 19,472 |
Component Parts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | 5,664 | 5,238 | 16,497 | 15,854 |
Corporate and other [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales to outside customers | -199 | -20 | 97 | 39 |
Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 52,694 | 34,669 | 136,047 | 105,939 |
Operating Segments [Member] | Engineered Equipment Technology and Parts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 34,123 | 22,979 | 95,580 | 68,539 |
Operating Segments [Member] | Engineered Equipment Technology and Parts [Member] | United States [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 22,519 | 18,775 | 66,473 | 57,202 |
Operating Segments [Member] | Engineered Equipment Technology and Parts [Member] | Netherlands [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 7,405 | ' | 17,799 | ' |
Operating Segments [Member] | Engineered Equipment Technology and Parts [Member] | China [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 2,696 | 2,166 | 6,672 | 5,223 |
Operating Segments [Member] | Engineered Equipment Technology and Parts [Member] | Canada [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 1,503 | 1,865 | 4,636 | 5,820 |
Operating Segments [Member] | Engineered Equipment Technology and Parts [Member] | Brazil [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | ' | ' | ' | 121 |
Operating Segments [Member] | Engineered Equipment Technology and Parts [Member] | India [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | ' | 173 | ' | 173 |
Operating Segments [Member] | Met-Pro [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 7,559 | ' | 7,559 | ' |
Operating Segments [Member] | Contracting / Services [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 5,018 | 6,166 | 15,383 | 20,577 |
Operating Segments [Member] | Component Parts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | 5,994 | 5,524 | 17,525 | 16,804 |
Operating Segments [Member] | Corporate and other [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Total sales | ' | 0 | ' | 19 |
Intra-segment [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | -1,941 | -832 | -4,829 | -2,862 |
Intra-segment [Member] | Engineered Equipment Technology and Parts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | -1,315 | -723 | -3,726 | -2,558 |
Intra-segment [Member] | Engineered Equipment Technology and Parts [Member] | United States [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | -616 | -334 | -1,391 | -687 |
Intra-segment [Member] | Engineered Equipment Technology and Parts [Member] | Netherlands [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | 105 | ' | 105 | ' |
Intra-segment [Member] | Engineered Equipment Technology and Parts [Member] | China [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | -143 | -379 | -1,108 | -1,934 |
Intra-segment [Member] | Engineered Equipment Technology and Parts [Member] | Canada [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | -661 | -10 | -1,332 | 63 |
Intra-segment [Member] | Engineered Equipment Technology and Parts [Member] | Brazil [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | ' | ' | ' | ' |
Intra-segment [Member] | Engineered Equipment Technology and Parts [Member] | India [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | ' | ' | ' | ' |
Intra-segment [Member] | Met-Pro [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | -286 | ' | -286 | ' |
Intra-segment [Member] | Contracting / Services [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | -205 | -20 | -412 | -68 |
Intra-segment [Member] | Component Parts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | -135 | -89 | -405 | -236 |
Intra-segment [Member] | Corporate and other [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Less intra-segment sales | ' | ' | ' | ' |
Inter-segment Elimination [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | -332 | -505 | -1,408 | -1,058 |
Inter-segment Sales Purchases by Contracting or Services Segment | -353 | -210 | -1,244 | -1,329 |
Inter-segment Sales Purchases by Component Parts Segment | -73 | ' | -73 | ' |
Inter-segment Sales Purchases by Corporate and other | -199 | -20 | 97 | 30 |
Inter-segment Elimination [Member] | Engineered Equipment Technology and Parts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | -162 | -16 | -638 | -626 |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Engineered Equipment Technology and Parts [Member] | United States [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | -162 | -16 | -638 | -626 |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Engineered Equipment Technology and Parts [Member] | Netherlands [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Engineered Equipment Technology and Parts [Member] | China [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Engineered Equipment Technology and Parts [Member] | Canada [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Engineered Equipment Technology and Parts [Member] | Brazil [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Engineered Equipment Technology and Parts [Member] | India [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Met-Pro [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Contracting / Services [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | -328 | -502 | -1,391 | -1,037 |
Inter-segment Sales Purchases by Contracting or Services Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Component Parts Segment | -73 | ' | -73 | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Component Parts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | -4 | -3 | -17 | -21 |
Inter-segment Sales Purchases by Contracting or Services Segment | -191 | -194 | -606 | -693 |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ' | ' | ' | ' |
Inter-segment Elimination [Member] | Corporate and other [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Inter-segment Sales Purchases by Engineered Equipment Technology and Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Contracting or Services Segment | ' | ' | ' | -10 |
Inter-segment Sales Purchases by Component Parts Segment | ' | ' | ' | ' |
Inter-segment Sales Purchases by Corporate and other | ($199) | ($20) | $97 | $30 |