Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 2-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'CECE | ' |
Entity Registrant Name | 'CECO ENVIRONMENTAL CORP | ' |
Entity Central Index Key | '0000003197 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 25,767,668 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $19,227 | $22,661 |
Accounts receivable, net | 43,446 | 44,364 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 10,373 | 11,110 |
Inventories, net | 24,768 | 25,376 |
Prepaid expenses and other current assets | 6,690 | 6,651 |
Prepaid income taxes | 3,527 | 3,527 |
Assets held for sale | 6,356 | 11,083 |
Total current assets | 114,387 | 124,772 |
Property, plant and equipment, net | 20,215 | 21,665 |
Goodwill | 133,296 | 132,220 |
Intangible assets-finite life, net | 44,746 | 46,813 |
Intangible assets-indefinite life | 18,405 | 18,419 |
Deferred charges and other assets | 4,758 | 4,647 |
Total assets | 335,807 | 348,536 |
Current liabilities: | ' | ' |
Current portion of debt | 6,909 | 9,922 |
Accounts payable and accrued expenses | 27,611 | 34,356 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 12,280 | 13,486 |
Income taxes payable | 2,227 | 1,569 |
Total current liabilities | 49,027 | 59,333 |
Other liabilities | 10,278 | 10,302 |
Debt, less current portion | 75,264 | 79,160 |
Deferred income tax liability, net | 29,370 | 29,335 |
Total liabilities | 163,939 | 178,130 |
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, 25,758,918 and 25,724,519 shares issued in 2014 and 2013, respectively | 257 | 257 |
Capital in excess of par value | 159,527 | 159,566 |
Accumulated earnings | 13,650 | 11,911 |
Accumulated other comprehensive loss | -1,210 | -972 |
Stockholders' equity before treasury stock | 172,224 | 170,762 |
Less treasury stock, at cost, 137,920 shares in 2014 and 2013 | -356 | -356 |
Total shareholders' equity | 171,868 | 170,406 |
Total liabilities and shareholders' equity | $335,807 | $348,536 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
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 | 25,758,918 | 25,724,519 |
Treasury stock, shares | 137,920 | 137,920 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Net sales | $57,170 | $34,361 |
Cost of sales | 37,441 | 23,177 |
Gross profit | 19,729 | 11,184 |
Selling and administrative | 11,679 | 6,592 |
Acquisition and integration expenses | 70 | 937 |
Amortization and earn out expenses | 2,488 | 317 |
Income from operations | 5,492 | 3,338 |
Other (expense) income, net | -106 | 131 |
Interest expense | -742 | -97 |
Income before income taxes | 4,644 | 3,372 |
Income tax expense | 1,623 | 1,164 |
Net income | $3,021 | $2,208 |
Earnings per share: | ' | ' |
Basic | $0.12 | $0.13 |
Diluted | $0.12 | $0.12 |
Weighted average number of common shares outstanding: | ' | ' |
Basic | 25,606,352 | 17,078,192 |
Diluted | 26,115,512 | 17,774,051 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' |
Net income | $3,021 | $2,208 |
Other comprehensive loss: | ' | ' |
Foreign currency translation | -238 | -781 |
Other comprehensive loss | -238 | -781 |
Comprehensive income | $2,783 | $1,427 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $3,021 | $2,208 |
Adjustment to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 2,770 | 414 |
Gain on sale of property and equipment | -15 | ' |
Amortization of Financing Costs | 137 | 5 |
Share based compensation expense | 375 | 158 |
Bad debt expense (recoveries) | 57 | -37 |
Inventory reserve expense | 182 | 69 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ' | ' |
Accounts receivable | 861 | 6,987 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 737 | -2,203 |
Inventories | 215 | -137 |
Prepaid expense and other current assets | -31 | -588 |
Deferred charges and other assets | -160 | 42 |
Accrued litigation settlement | -2,536 | ' |
Accounts payable and accrued expenses | -4,209 | -878 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -1,206 | 62 |
Income taxes payable | 658 | 302 |
Other liabilities | 19 | 1,725 |
Net cash provided by operating activities | 875 | 8,129 |
Cash flows from investing activities: | ' | ' |
Acquisitions of property and equipment | -415 | -53 |
Proceeds from sale of property and equipment | 4,814 | ' |
Net cash paid for acquisition | ' | -24,379 |
Net cash provided by (used in) by investing activities | 4,399 | -24,432 |
Cash flows from financing activities: | ' | ' |
Net borrowings on credit line | ' | 1,030 |
Repayments of debt | -7,012 | ' |
Proceeds from employee stock purchase plan and exercise of stock options | 561 | 91 |
Repurchases of common stock | -973 | ' |
Dividends paid to common shareholders | -1,284 | -886 |
Net cash (used in) provided by financing activities | -8,708 | 235 |
Net decrease in cash and cash equivalents | -3,434 | -16,068 |
Cash and cash equivalents at beginning of period | 22,661 | 22,994 |
Cash and cash equivalents at end of period | 19,227 | 6,926 |
Supplemental Schedule of Non-Cash Activities: | ' | ' |
Common stock issued in business acquisition | ' | 7,423 |
Cash paid during the period for: | ' | ' |
Interest | 759 | 318 |
Income taxes | $553 | $1,282 |
Basis_of_Reporting_for_Consoli
Basis of Reporting for Consolidated Financial Statements | 3 Months Ended | |
Mar. 31, 2014 | ||
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 March 31, 2014 and the results of operations and cash flows for the three-month periods ended March 31, 2014 and 2013. The results of operations for the three-month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2013 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, 2013 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, 2013 filed with the SEC. | ||
Unless otherwise indicated, all balances within tables are in thousands, except per share amounts. | ||
On February 28, 2013 and August 27, 2013, the Company completed the acquisitions of Aarding Thermal Acoustics B.V. (“Aarding”) and Met-Pro Corporation (“Met-Pro”), respectively. The results of their operations have been consolidated with our results following the acquisition dates. For a more complete discussion of the transactions, refer to Note 16. |
New_Financial_Accounting_Prono
New Financial Accounting Pronouncements | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Changes And Error Corrections [Abstract] | ' | |
New Financial Accounting Pronouncements | ' | |
2 | New Financial Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 did not have a significant 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 did not have a significant impact on the Company’s financial statements. | ||
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition of a discontinued operation and requires entities to disclose additional information about disposal transactions that do not meet the discontinued-operations criteria. The FASB issued the ASU to provide more decision-useful information and to elevate the threshold for a disposal transaction to qualify as a discontinued operation. ASU 2014-08 is effective for disposals or classifications as held for sale of components of an entity that occur within annual periods beginning on or after December 15, 2014, including interim periods within those years. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements. |
Accounts_Receivable
Accounts Receivable | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivable | ' | ||||||||
3 | Accounts Receivable | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Trade receivables | $ | 19,228 | $ | 18,815 | |||||
Contract receivables | 24,955 | 26,249 | |||||||
Allowance for doubtful accounts | (737 | ) | (700 | ) | |||||
$ | 43,446 | $ | 44,364 | ||||||
The provision (recovery) for doubtful accounts was approximately $0.1 million and ($37,000) for the three-month periods ended March 31, 2014 and 2013, respectively. |
Costs_and_Estimated_Earnings_o
Costs and Estimated Earnings on Uncompleted Contracts | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Text Block [Abstract] | ' | ||||||||
Costs and Estimated Earnings on Uncompleted Contracts | ' | ||||||||
4 | Costs and Estimated Earnings on Uncompleted Contracts | ||||||||
Revenues from contracts are recognized on the percentage of completion method, measured by the percentage of contract costs incurred to date compared to 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. Revenues are also recognized on a completed contract basis, 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 by year end. | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Costs incurred on uncompleted contracts | $ | 59,649 | $ | 61,416 | |||||
Estimated earnings | 21,113 | 21,505 | |||||||
80,762 | 82,921 | ||||||||
Less billings to date | (82,669 | ) | (85,297 | ) | |||||
$ | (1,907 | ) | $ | (2,376 | ) | ||||
Included in the accompanying consolidated balance sheets under the following captions: | |||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 10,373 | $ | 11,110 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (12,280 | ) | (13,486 | ) | |||||
$ | (1,907 | ) | $ | (2,376 | ) | ||||
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
5 | Inventories | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 19,353 | $ | 19,753 | |||||
Work in process | 3,657 | 3,172 | |||||||
Finished goods | 2,472 | 2,987 | |||||||
Obsolescence allowance | (714 | ) | (536 | ) | |||||
$ | 24,768 | $ | 25,376 | ||||||
Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $182,000 and $69,000 for the three month periods ended March 31, 2014 and 2013, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
6 | Goodwill and Intangible Assets | ||||||||||||||||
Three months ended | Year ended | ||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||
Goodwill / Tradename | Goodwill | Tradename | Goodwill | Tradename | |||||||||||||
Beginning balance | $ | 132,220 | $ | 18,419 | $ | 19,548 | $ | 3,526 | |||||||||
Acquisitions and related adjustments | 1,167 | — | 112,306 | 14,775 | |||||||||||||
Foreign currency adjustments | (91 | ) | (14 | ) | 366 | 118 | |||||||||||
$ | 133,296 | $ | 18,405 | $ | 132,220 | $ | 18,419 | ||||||||||
As of March 31, 2014 | As of December 31, 2013 | ||||||||||||||||
Intangible assets – finite life | Cost | Accum. | Cost | Accum. | |||||||||||||
Amort. | Amort. | ||||||||||||||||
Patents | $ | 1,403 | $ | 1,395 | $ | 1,423 | $ | 1,383 | |||||||||
Employment agreements | 761 | 284 | 762 | 221 | |||||||||||||
Technology | 8,936 | 1,429 | 8,942 | 789 | |||||||||||||
Customer lists | 41,418 | 4,664 | 41,582 | 3,503 | |||||||||||||
$ | 52,518 | $ | 7,772 | $ | 52,709 | $ | 5,896 | ||||||||||
Activity for the three months ended March 31, 2014 and 2013 is as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Intangible assets – finite life, net at beginning of period | $ | 46,813 | $ | 1,283 | |||||||||||||
Amortization expense | (1,838 | ) | (159 | ) | |||||||||||||
Acquisitions/purchase accounting adjustments | (202 | ) | 3,271 | ||||||||||||||
Foreign currency adjustments | (27 | ) | (15 | ) | |||||||||||||
Intangible assets – finite life, net at end of period | $ | 44,746 | $ | 4,380 | |||||||||||||
Amortization expense of finite life intangible assets for the three months ended March 31, 2014 and 2013 was $1.8 million and $0.1 million, respectively. Amortization over the next five years for finite life intangibles is expected to be $5.2 million for the remainder of 2014, $7.1 million in 2015, $6.1 million in 2016, $5.2 million in 2017, and $4.0 million in 2018. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Expenses | ' | ||||||||
7 | Accounts Payable and Accrued Expenses | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Trade accounts payable, including due to subcontractors | $ | 19,139 | $ | 23,108 | |||||
Compensation and related benefits | 764 | 2,412 | |||||||
Accrued interest | 246 | 399 | |||||||
Current portion of earn-out liability | 2,189 | 1,812 | |||||||
Accrued warranty | 1,157 | 1,107 | |||||||
Other accrued expenses | 4, 116 | 5,518 | |||||||
$ | 27,611 | $ | 34,356 | ||||||
Debt
Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
8 | Debt | ||||||||
Debt consisted of the following at March 31, 2014 and December 31, 2013: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Outstanding borrowings under Credit Facility (defined below). Term loan payable in quarterly principal installments of $1.2 million through September 2016, $1.5 million through September 2017, and $1.9 million thereafter with balance due upon maturity in August 2018. | |||||||||
- Term loan | $ | 59,585 | $ | 63,781 | |||||
- U.S. Dollar revolving loans | 22,000 | 22,000 | |||||||
- Multi-currency revolving loans | — | — | |||||||
- Unamortized debt discount | (1,816 | ) | (1,918 | ) | |||||
Total outstanding borrowings under Credit Facility | 79,769 | 83,863 | |||||||
Outstanding borrowings under Canadian dollar-denominated Flextor Facility (defined below) | — | — | |||||||
Outstanding borrowings (U.S. dollar equivalent) under Aarding Facility (defined below) | 2,129 | 4,909 | |||||||
Outstanding borrowings (U.S. dollar equivalent) under Euro-denominated note payable to a bank, payable in quarterly installments of €25 ($34 as of March 31, 2014), plus interest, at a fixed rate of 3.82%, maturing January 2016. Collateralized by the Heerenveen, Netherlands building. | 275 | 310 | |||||||
Total outstanding borrowings | $ | 82,173 | $ | 89,082 | |||||
Less: current portion | 6,909 | 9,922 | |||||||
Total debt, less current portion | $ | 75,264 | $ | 79,160 | |||||
U.S. 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 $65.0 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 $30.0 million. As of March 31, 2014 and December 31, 2013, $0.8 million and $1.3 million of letters of credit were outstanding, respectively. Total unused credit availability under the Credit Facility was $67.2 million and $66.7 million at March 31, 2014 and December 31, 2013, respectively. Revolving loans may be borrowed, repaid and reborrowed until August 27, 2018, at which time all amounts borrowed pursuant to the Credit Facility must be repaid. | |||||||||
At the Company’s option, revolving loans and the term loans accrue interest at a per annum rate based on either 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%, plus a margin ranging from 0.5% to 1.5% depending on the Company’s consolidated leverage ratio (“Base Rate”), or a Eurocurrency Rate (as defined in the agreement) plus 1.5% to 2.5% depending on the Company’s consolidated leverage ratio. Interest on swing line loans is the Base Rate. | |||||||||
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 (as defined in the agreement), but in no event less than once every three months and at maturity. The weighted average interest rate on outstanding borrowings was 2.22% and 2.23% at March 31, 2014 and December 31, 2013, respectively. | |||||||||
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 the requirement 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 also includes customary events of default and 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 March 31, 2014 and December 31, 2013, the Company was in compliance with all related financial and other restrictive covenants under the Credit Agreement. | |||||||||
The Company paid $2.7 million of other customary closing fees, arrangement fees, administration fees, letter of credit fees and commitment fees for the Credit Agreement. As of both March 31, 2014 and December 31, 2013, capitalized deferred financing costs of $0.6 million are included in deferred charges and other assets and $1.8 million and $1.9 million, respectively, are included as a discount to debt in the accompanying condensed consolidated balance sheets. Amortization expense was $0.1 million for the three months ended March 31, 2014 and is classified as interest expense. | |||||||||
Foreign Debt | |||||||||
We have a $5.5 million facilities agreement (Canadian $ denominated), originally dated November 28, 2007 (as amended from time to time), made between our Canadian subsidiary, Flextor, Inc., as borrower and Caisse/branch Caisse Desjardins du Mont-Saint-Bruno as the lender (“Flextor Facility”). 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 borrower’s assets are pledged for the facility, and the borrower 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 March 31, 2014 and December 31, 2013, the borrower was in compliance with all related financial and other restrictive covenants. | |||||||||
We have a €7.0 million facilities agreement, originally dated August 17, 2012 (as amended from time to time), 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 (“Aarding Facility”). 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 three months Euribor plus 195 basis points (2.26% as of March 31, 2014). 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 3.0. As of March 31, 2014 and December 31, 2013, the borrowers were in compliance with all related financial and other restrictive covenants. As of March 31, 2014, €2.9 million ($4.0 million) of the bank guarantee and €1.5 million ($2.1 million) of the overdraft facility are being used by the borrowers. As of December 31, 2013, €2.5 million ($3.4 million) of the bank guarantee and €3.5 million ($4.9 million) of the overdraft facility were being used by the borrowers. |
Earnings_and_Dividends_per_Sha
Earnings and Dividends per Share | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Earnings and Dividends per Share | ' | ||||||||||||
9 | Earnings and Dividends per Share | ||||||||||||
The computational components of basic and diluted earnings per share for the three-month periods ended March 31, 2014 and 2013 are below. | |||||||||||||
For the three-month period ended March 31, 2014 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 3,021 | 25,606 | $ | 0.12 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 509 | — | ||||||||||
Diluted earnings and earnings per share | $ | 3,021 | 26,115 | $ | 0.12 | ||||||||
For the three-month period ended March 31, 2013 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 2,208 | 17,078 | $ | 0.13 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 696 | (0.01 | ) | |||||||||
Diluted earnings and earnings per share | $ | 2,208 | 17,774 | $ | 0.12 | ||||||||
Options and warrants included in the computation of diluted earnings per share are included using the treasury stock method. Options and warrants to purchase 40,000 shares as of March 31, 2013 were not included in the computation of diluted earnings per share due to their having an anti-dilutive effect. | |||||||||||||
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 ended March 31, 2014 or March 31, 2013. 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 per share. | |||||||||||||
The Company declared and on March 31, 2014 paid to common stockholders a quarterly dividend of $0.05 per share compared to $0.05 in the same period in 2013. The dividend policy and the payment of cash dividends under that policy are subject to the Board of Directors’ continuing determination that the dividend policy and the declaration of dividends are in the best interest of the Company’s stockholders. 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 consent of our lender under our Credit Facility. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | |
Mar. 31, 2014 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | |
Share-Based Compensation | ' | |
10 | 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 $375,000 and $158,000 during the quarters ended March 31, 2014 and 2013, respectively. | ||
The weighted-average fair value of stock options granted during the three months ended March 31, 2014 was estimated at $7.77 per option using the Black-Scholes option-pricing model based on the following assumptions: | ||
Expected Volatility: The Company utilizes a volatility factor based on the Company’s historical stock prices for a period of time equal to the expected term of the stock option utilizing weekly price observations. For the three months ended March 31, 2014, the Company utilized a weighted-average volatility factor of 57%. | ||
Expected Term: For the three months ended March 31, 2014, the Company utilized a weighted-average expected term factor of 6.4 years. | ||
Risk-Free Interest Rate: The risk-free interest rate factor utilized is based upon the implied yields currently available on U.S. Treasury zero-coupon issues over the expected term of the stock options. For the three months ended March 31, 2014, the Company utilized a weighted-average risk-free interest rate factor of 2.3%. | ||
Expected Dividends: The Company utilized an expected dividend rate of 1.3% to value options granted during the three months ended March 31, 2014. | ||
The Company did not grant any stock options during the three months ended March 31, 2013. | ||
The fair value of the stock options granted is recorded as compensation expense on a straight-line basis over the vesting periods of the options adjusted for the Company’s estimate of pre-vesting forfeitures. The pre-vesting forfeiture estimate is based on historical activity and is reviewed periodically and updated as necessary. | ||
The Company received $0.5 million and $0.1 million in cash from employees and directors exercising options during the three months ended March 31, 2014 and 2013, respectively. The intrinsic value of options exercised during the three months ended March 31, 2014 and 2013 was $1.0 million and $0.1 million, respectively. |
Stock_Purchase
Stock Purchase | 3 Months Ended | |
Mar. 31, 2014 | ||
Text Block [Abstract] | ' | |
Stock Purchase | ' | |
11 | Stock Purchase | |
During the three-month period ended March 31, 2014, the Company repurchased 61,500 shares of common stock from a former director for a total cost of $1.0 million. The shares were immediately retired. |
Pension_and_Employee_Benefit_P
Pension and Employee Benefit Plans | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||
Pension and Employee Benefit Plans | ' | ||||||||
12 | Pension and Employee Benefit Plans | ||||||||
We sponsor several non-contributory defined benefit pension plans for certain union employees. During 2013, the Company acquired two defined benefit pension plans covering eligible employees in the United States in connection with the acquisition of Met-Pro. All plans are funded in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974. | |||||||||
We also sponsor a postretirement health care plan for office employees retired before January 1, 1990. The plan allowed retirees who attained the age of 65 to elect the type of coverage desired. | |||||||||
Retirement and health care plan expense is based on valuations performed by plan actuaries as of the beginning of each fiscal year. The components of the expense consisted of the following: | |||||||||
Three Months | Three Months | ||||||||
Ended | Ended | ||||||||
March 31, 2014 | March 31, 2013 | ||||||||
Pension plan: | |||||||||
Service cost | $ | 50 | $ | 17 | |||||
Interest cost | 357 | 78 | |||||||
Expected return on plan assets | (488 | ) | (102 | ) | |||||
Amortization of net actuarial loss | 44 | 92 | |||||||
Net periodic benefit cost (gain) | $ | (37 | ) | $ | 85 | ||||
Health care plan: | |||||||||
Interest cost | $ | 1 | $ | 1 | |||||
Amortization of gain | (1 | ) | (4 | ) | |||||
Net periodic benefit gain | $ | — | $ | (3 | ) | ||||
We made contributions to our defined benefit plans during the three months ended March 31, 2014 and 2013 totaling $0.6 million and $21,000, respectively. We anticipate contributing $1.3 million to fund the pension plan and $21,000 for the retiree health care plan during the remainder of 2014. The unfunded liability of the plans of $6.5 million as of March 31, 2014 and December 31, 2013 is included in the Other Liabilities on our condensed consolidated balance sheets. | |||||||||
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 31, 2014 | ||
Income Tax Disclosure [Abstract] | ' | |
Income Taxes | ' | |
13 | Income Taxes | |
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 both March 31, 2014 and December 31, 2013, the liability for uncertain tax positions totaled approximately $0.8 million, which is included in Other Liabilities on our condensed consolidated balance sheets. The Company recognizes interest accrued related to uncertain tax positions in interest expense and penalties in income tax expense. |
Financial_Instruments
Financial Instruments | 3 Months Ended | |
Mar. 31, 2014 | ||
Investments All Other Investments [Abstract] | ' | |
Financial Instruments | ' | |
14 | Financial Instruments | |
Our financial instruments consist primarily of investments in cash and cash equivalents, receivables and certain other assets, debt and accounts payable, which approximate fair value at March 31, 2014, due to their short term nature or variable, market-driven interest rates. | ||
At March 31, 2014 and December 31, 2013, we had cash and cash equivalents of $19.2 million and $22.7 million, respectively, of which $12.2 million and $17.6 million, respectively, was held outside of the United States, principally in the Netherlands, China and Canada. 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. | ||
On March 31, 2014, Aarding entered into a one-month foreign exchange forward contract to manage exposure to foreign currency fluctuations on a U.S. dollar-denominated transaction totaling $5.5 million. Given the contract is short-term in nature, the market value as of March 31, 2014 was not significant. |
Commitments_and_Contingencies_
Commitments and Contingencies - Legal Matters | 3 Months Ended | |
Mar. 31, 2014 | ||
Commitments And Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies - Legal Matters | ' | |
15 | 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 March 31, 2014 for cases involving asbestos-related claims were $0.7 million, 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 $25,000. | ||
Based upon the most recent information available to the Company regarding such claims, there were a total of 180 cases pending against the Company as of March 31, 2014 (with Connecticut, New York, Pennsylvania and West Virginia having the largest number of cases), as compared with 173 cases that were pending as of December 31, 2013. During the three months ended March 31, 2014, 14 new cases were filed against the Company, and the Company was dismissed from seven 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. | ||
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. Based on currently available information, as of March 31, 2014, we have not recorded any reserve with respect to this matter. | ||
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, 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 action seeks an award of unspecified money damages. Met-Pro and the Company believe that these claims are without merit; however, in order to avoid the risk of delaying the consummation of the acquisition 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. As part of the MOU, Met-Pro made certain additional disclosures related to the acquisition. On February 25, 2014, the parties entered into a stipulation of settlement, as contemplated by the MOU, which provides, among other things, 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 August 27, 2013, the date of the consummation of the acquisition. The stipulation of settlement also provides for the payment of up to $0.2 million for attorneys’ fees and reimbursement of costs to the attorneys for the class. The settlement and the amount of attorneys’ fees and costs are subject to court approval, and there can be no assurance that the court will approve such settlement. Based on currently available information, as of March 31, 2014, we have recorded a reserve of $0.2 million with respect to this matter. | ||
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. 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. |
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisitions | ' | ||||
16 | Acquisitions | ||||
On February 28, 2013, the Company acquired Aarding, pursuant to the terms of a Share Purchase Agreement, dated February 28, 2013, among the Company, CECO Environmental Netherland B.V., N.F.J.A. Pieterse Beheer B.V., 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 Energy Segment. The purchase price included cash of $24.4 million and 763,673 shares of restricted common stock. The fair value of the common stock issued was determined to be $6.8 million, which reflects the closing price of the Company’s common stock on the closing date of the acquisition 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, €4.0 million ($5.5 million as of March 31, 2014) is contingent upon the future employment by the sellers and, therefore, has been classified as prepaid compensation by the Company. As of March 31, 2014 and December 31, 2013, 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 $3.2 million and $3.5 million, respectively, is in “Deferred charges and other assets” on the condensed consolidated balance sheets. For the three months ended March 31, 2014 and 2013, $0.3 million and $0.1 million, respectively, of compensation expense has been recorded in “Amortization and earn out expenses” on the condensed consolidated statements of income. Additionally, the former owners of Aarding are entitled to earn-out payments of up to €5.5 million ($7.6 million as of March 31, 2014) 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 months ended March 31, 2014 and 2013, $0.4 million and $0.1 million, respectively, of earn-out expense has been recorded in “Amortization and earn out expenses” on the condensed consolidated statements of income. An accrual of $1.6 million and $1.3 million relating to the earn-out is included within “Accounts payable and accrued expenses” on the condensed consolidated balance sheets at March 31, 2014 and December 31, 2013, respectively. | |||||
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing of the acquisition. | |||||
Current assets | $ | 15,062 | |||
Property and equipment | 959 | ||||
Goodwill | 7,595 | ||||
Intangible assets – finite life | 13,477 | ||||
Intangible assets – indefinite life | 2,865 | ||||
Total assets acquired | $ | 39,958 | |||
Current liabilities assumed | (8,277 | ) | |||
Deferred income tax liability | (4,086 | ) | |||
Net assets acquired | $ | 27,595 | |||
On August 27, 2013, the Company completed its acquisition of Met-Pro, 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 trading price of the Company’s common stock 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 the 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 election 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. | |||||
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. | |||||
Current assets | $ | 68,766 | |||
Property and equipment | 15,773 | ||||
Other assets | 1,375 | ||||
Assets held for sale (a) | 10,886 | ||||
Goodwill | 106,052 | ||||
Intangible assets – finite life | 35,810 | ||||
Intangible assets – indefinite life | 11,910 | ||||
Total assets acquired | 250,572 | ||||
Current liabilities assumed | (13,638 | ) | |||
Deferred income tax liability | (28,284 | ) | |||
Long term liabilities assumed | (6,078 | ) | |||
Net assets acquired | $ | 202,572 | |||
(a) | The assets held for sale primarily consist of real property and are valued at the estimated proceeds less costs to sell. The Company has not recorded a gain or loss on the classification of the subject assets held for sale. The Company expects to complete the sale of the subject assets during 2014. During the three months ended March 31, 2014, the Company received proceeds of $4.5 million for the sale of assets held for sale. The balance of assets held for sale is $6.4 million as of March 31, 2014. | ||||
The following unaudited pro forma information represents the Company’s results of operations as if the Met-Pro and Aarding acquisitions had occurred as of January 1, 2013: | |||||
Three Months | |||||
Ended | |||||
March 31, 2013 | |||||
Net sales | $ | 62,628 | |||
Net income | 1,925 | ||||
Earnings per share: | |||||
Basic | $ | 0.08 | |||
Diluted | $ | 0.07 | |||
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. | |||||
Acquisition and integration expenses on the condensed consolidated statements of income are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. |
Business_Segment_Information
Business Segment Information | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||
Business Segment Information | ' | ||||||||||||||||||||||||||||
17 | Business Segment Information | ||||||||||||||||||||||||||||
Effective January 1, 2014, the Company implemented an internal reorganization related to the integration of recent acquisitions, which resulted in three reportable segments, defined as follows: | |||||||||||||||||||||||||||||
Air Pollution Control Segment | |||||||||||||||||||||||||||||
Our Air Pollution Control Segment is comprised of Adwest Technologies, Inc., Duall Air and Odor Technologies, Busch International, Buell Energy Cyclones, Flex-Kleen Dust Collection Technologies, FKI, Kirk & Blum, and KB Duct. This segment provides the design and manufacture of product recovery and air pollution control technologies that enable our customers to meet compliance targets for toxic emissions, fumes, volatile organic compounds, process and industrial odors. These products and solutions include chemical and biological scrubbers, fabric filters and cartridge collectors, thermal and catalytic oxidation systems, cyclones, separators, gas absorbers and industrial ventilation systems. This segment also provides component parts for industrial air systems and provides cost effective alternatives to traditional duct components, as well as custom metal engineered fabrication services. These products and services are applicable to a wide variety of industries. | |||||||||||||||||||||||||||||
Energy Segment | |||||||||||||||||||||||||||||
Our Energy Segment is comprised of Aarding Thermal Acoustics, Effox-Flextor and AVC Specialists, Inc. This segment provides the design and manufacture of technologies for flue gas and diverter dampers, non-metallic expansion joints, natural gas turbine exhaust systems, and silencer and precipitator applications, primarily for coal-fired and natural gas power plants, refining, oil production and petrochemical processing, as well as a variety of other industries. | |||||||||||||||||||||||||||||
Fluid Handling and Filtration Segment | |||||||||||||||||||||||||||||
Our Fluid Handling and Filtration Segment is comprised of Met-Pro Global Pump Solutions, Mefiag Filtration Solutions, Keystone Filtration Solutions, CECO Filters and Strobic Air Corporation. This segment provides the design and manufacture of technologies including high quality centrifugal pumps for corrosive, abrasive and high temperature liquids, filter products for air and liquid filtration, as well as product recovery equipment, and technologically advanced air movement and exhaust systems. These products are applicable to a wide variety of industries, particularly the aquarium/aquaculture, plating and metal finishing, food and beverage, chemical/petrochemical, wastewater treatment, desalination and pharmaceutical markets. | |||||||||||||||||||||||||||||
The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies. Interest income and expense are not included in the measure of segment profit reviewed by management. Income taxes are also not included in the measure of segment operating profit reviewed by management. The operating results of the segments are reviewed through to the “Income from operations” line on the condensed consolidated statements of income. | |||||||||||||||||||||||||||||
The financial segment information is presented in the following table: | |||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Net Sales (less intra-, inter-segment sales) | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 26,748 | $ | 20,520 | |||||||||||||||||||||||||
Energy Segment | 15,281 | 12,023 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 15,495 | 1,645 | |||||||||||||||||||||||||||
Corporate and Other(1) | (354 | ) | 173 | ||||||||||||||||||||||||||
Net sales | $ | 57,170 | $ | 34,361 | |||||||||||||||||||||||||
(1) | Includes adjustment for revenue on intercompany jobs. | ||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Income from Operations | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 3,866 | $ | 3,311 | |||||||||||||||||||||||||
Energy Segment | 2,387 | 2,278 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 2,671 | 182 | |||||||||||||||||||||||||||
Corporate and Other(2) | (2,735 | ) | (2,463 | ) | |||||||||||||||||||||||||
Eliminations | (697 | ) | 30 | ||||||||||||||||||||||||||
Net operating income | $ | 5,492 | $ | 3,338 | |||||||||||||||||||||||||
(2) | Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general and administrative corporate expenses. | ||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Property and Equipment Additions | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 136 | $ | 52 | |||||||||||||||||||||||||
Energy Segment | 34 | 1 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 214 | 0 | |||||||||||||||||||||||||||
Corporate and Other | 31 | 0 | |||||||||||||||||||||||||||
Property and equipment additions | $ | 415 | $ | 53 | |||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Depreciation and Amortization | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 395 | $ | 255 | |||||||||||||||||||||||||
Energy Segment | 655 | 118 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 1,688 | 8 | |||||||||||||||||||||||||||
Corporate and Other | 32 | 33 | |||||||||||||||||||||||||||
Depreciation and Amortization | $ | 2,770 | $ | 414 | |||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Identifiable Assets | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 76,328 | $ | 74,556 | |||||||||||||||||||||||||
Energy Segment | 65,243 | 76,960 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 179,088 | 185,646 | |||||||||||||||||||||||||||
Corporate and Other(3) | 15,148 | 11,374 | |||||||||||||||||||||||||||
Identifiable Assets | $ | 335,807 | $ | 348,536 | |||||||||||||||||||||||||
(3) | Corporate assets primarily consist of cash and income tax related assets. | ||||||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 21,890 | $ | 21,690 | |||||||||||||||||||||||||
Energy Segment | 14,870 | 14,962 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 96,536 | 95,568 | |||||||||||||||||||||||||||
Corporate and Other | 0 | 0 | |||||||||||||||||||||||||||
Goodwill | $ | 133,296 | $ | 132,220 | |||||||||||||||||||||||||
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 March 31, 2014 | |||||||||||||||||||||||||||||
(In Thousands) | Less Inter-Segment Sales | ||||||||||||||||||||||||||||
Total | Intra- | APC | Energy | FHF | Corp | Net Sales to | |||||||||||||||||||||||
Sales | Segment | and | Outside | ||||||||||||||||||||||||||
Sales | Other | Customers | |||||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 28,084 | $ | (1,029 | ) | $ | — | $ | (307 | ) | $ | — | $ | — | $ | 26,748 | |||||||||||||
Energy Segment | 16,190 | (909 | ) | — | — | — | — | 15,281 | |||||||||||||||||||||
Fluid Handling Filtration Segment | 15,840 | (345 | ) | — | — | — | — | 15,495 | |||||||||||||||||||||
Corporate and Other | — | — | — | — | — | (354 | ) | (354 | ) | ||||||||||||||||||||
Net Sales | $ | 60,114 | $ | (2,283 | ) | $ | — | $ | (307 | ) | $ | — | $ | (354 | ) | $ | 57,170 | ||||||||||||
Three Months Ended March 31, 2013 | |||||||||||||||||||||||||||||
(In Thousands) | Less Inter-Segment Sales | ||||||||||||||||||||||||||||
Total | Intra- | APC | Energy | FHF | Corp | Net Sales to | |||||||||||||||||||||||
Sales | Segment | and | Outside | ||||||||||||||||||||||||||
Sales | Other | Customers | |||||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 22,086 | $ | (1,156 | ) | $ | — | $ | (16 | ) | $ | (394 | ) | $ | — | $ | 20,520 | ||||||||||||
Energy Segment | 12,054 | (29 | ) | (2 | ) | — | — | — | 12,023 | ||||||||||||||||||||
Fluid Handling Filtration Segment | 1,645 | — | — | — | — | — | 1,645 | ||||||||||||||||||||||
Corporate and Other | — | — | — | — | — | 173 | 173 | ||||||||||||||||||||||
Net Sales | $ | 35,785 | $ | (1,185 | ) | $ | (2 | ) | $ | (16 | ) | $ | (394 | ) | $ | 173 | $ | 34,361 | |||||||||||
New_Financial_Accounting_Prono1
New Financial Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Changes And Error Corrections [Abstract] | ' |
New Financial Accounting Pronouncements Adopted | ' |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 did not have a significant 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 did not have a significant impact on the Company’s financial statements. | |
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition of a discontinued operation and requires entities to disclose additional information about disposal transactions that do not meet the discontinued-operations criteria. The FASB issued the ASU to provide more decision-useful information and to elevate the threshold for a disposal transaction to qualify as a discontinued operation. ASU 2014-08 is effective for disposals or classifications as held for sale of components of an entity that occur within annual periods beginning on or after December 15, 2014, including interim periods within those years. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements. |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Summary of Accounts Receivable | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Trade receivables | $ | 19,228 | $ | 18,815 | |||||
Contract receivables | 24,955 | 26,249 | |||||||
Allowance for doubtful accounts | (737 | ) | (700 | ) | |||||
$ | 43,446 | $ | 44,364 |
Costs_and_Estimated_Earnings_o1
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 by year end. | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Costs incurred on uncompleted contracts | $ | 59,649 | $ | 61,416 | |||||
Estimated earnings | 21,113 | 21,505 | |||||||
80,762 | 82,921 | ||||||||
Less billings to date | (82,669 | ) | (85,297 | ) | |||||
$ | (1,907 | ) | $ | (2,376 | ) | ||||
Included in the accompanying consolidated balance sheets under the following captions: | |||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 10,373 | $ | 11,110 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (12,280 | ) | (13,486 | ) | |||||
$ | (1,907 | ) | $ | (2,376 | ) | ||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Summary of Inventories | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 19,353 | $ | 19,753 | |||||
Work in process | 3,657 | 3,172 | |||||||
Finished goods | 2,472 | 2,987 | |||||||
Obsolescence allowance | (714 | ) | (536 | ) | |||||
$ | 24,768 | $ | 25,376 | ||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Goodwill / Tradename | ' | ||||||||||||||||
Three months ended | Year ended | ||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||
Goodwill / Tradename | Goodwill | Tradename | Goodwill | Tradename | |||||||||||||
Beginning balance | $ | 132,220 | $ | 18,419 | $ | 19,548 | $ | 3,526 | |||||||||
Acquisitions and related adjustments | 1,167 | — | 112,306 | 14,775 | |||||||||||||
Foreign currency adjustments | (91 | ) | (14 | ) | 366 | 118 | |||||||||||
$ | 133,296 | $ | 18,405 | $ | 132,220 | $ | 18,419 | ||||||||||
Intangible Assets - Finite Life | ' | ||||||||||||||||
As of March 31, 2014 | As of December 31, 2013 | ||||||||||||||||
Intangible assets – finite life | Cost | Accum. | Cost | Accum. | |||||||||||||
Amort. | Amort. | ||||||||||||||||
Patents | $ | 1,403 | $ | 1,395 | $ | 1,423 | $ | 1,383 | |||||||||
Employment agreements | 761 | 284 | 762 | 221 | |||||||||||||
Technology | 8,936 | 1,429 | 8,942 | 789 | |||||||||||||
Customer lists | 41,418 | 4,664 | 41,582 | 3,503 | |||||||||||||
$ | 52,518 | $ | 7,772 | $ | 52,709 | $ | 5,896 | ||||||||||
Summary of Finite Lived Intangible Assets Activities | ' | ||||||||||||||||
Activity for the three months ended March 31, 2014 and 2013 is as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Intangible assets – finite life, net at beginning of period | $ | 46,813 | $ | 1,283 | |||||||||||||
Amortization expense | (1,838 | ) | (159 | ) | |||||||||||||
Acquisitions/purchase accounting adjustments | (202 | ) | 3,271 | ||||||||||||||
Foreign currency adjustments | (27 | ) | (15 | ) | |||||||||||||
Intangible assets – finite life, net at end of period | $ | 44,746 | $ | 4,380 | |||||||||||||
Summary_of_Accounts_Payable_an
Summary of Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Summary of Accounts Payable and Accrued Expenses | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Trade accounts payable, including due to subcontractors | $ | 19,139 | $ | 23,108 | |||||
Compensation and related benefits | 764 | 2,412 | |||||||
Accrued interest | 246 | 399 | |||||||
Current portion of earn-out liability | 2,189 | 1,812 | |||||||
Accrued warranty | 1,157 | 1,107 | |||||||
Other accrued expenses | 4, 116 | 5,518 | |||||||
$ | 27,611 | $ | 34,356 | ||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Debt | ' | ||||||||
Debt consisted of the following at March 31, 2014 and December 31, 2013: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Outstanding borrowings under Credit Facility (defined below). Term loan payable in quarterly principal installments of $1.2 million through September 2016, $1.5 million through September 2017, and $1.9 million thereafter with balance due upon maturity in August 2018. | |||||||||
- Term loan | $ | 59,585 | $ | 63,781 | |||||
- U.S. Dollar revolving loans | 22,000 | 22,000 | |||||||
- Multi-currency revolving loans | — | — | |||||||
- Unamortized debt discount | (1,816 | ) | (1,918 | ) | |||||
Total outstanding borrowings under Credit Facility | 79,769 | 83,863 | |||||||
Outstanding borrowings under Canadian dollar-denominated Flextor Facility (defined below) | — | — | |||||||
Outstanding borrowings (U.S. dollar equivalent) under Aarding Facility (defined below) | 2,129 | 4,909 | |||||||
Outstanding borrowings (U.S. dollar equivalent) under Euro-denominated note payable to a bank, payable in quarterly installments of €25 ($34 as of March 31, 2014), plus interest, at a fixed rate of 3.82%, maturing January 2016. Collateralized by the Heerenveen, Netherlands building. | 275 | 310 | |||||||
Total outstanding borrowings | $ | 82,173 | $ | 89,082 | |||||
Less: current portion | 6,909 | 9,922 | |||||||
Total debt, less current portion | $ | 75,264 | $ | 79,160 | |||||
Earnings_and_Dividends_per_Sha1
Earnings and Dividends per Share (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Number of Shares Outstanding for Calculation of Earnings (Loss) Per Share | ' | ||||||||||||
The computational components of basic and diluted earnings per share for the three-month periods ended March 31, 2014 and 2013 are below. | |||||||||||||
For the three-month period ended March 31, 2014 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 3,021 | 25,606 | $ | 0.12 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 509 | — | ||||||||||
Diluted earnings and earnings per share | $ | 3,021 | 26,115 | $ | 0.12 | ||||||||
For the three-month period ended March 31, 2013 | |||||||||||||
Numerator | Denominator | Per Share | |||||||||||
(Income) | (Shares) | Amount | |||||||||||
Basic net income and earnings per share | $ | 2,208 | 17,078 | $ | 0.13 | ||||||||
Effect of dilutive securities and notes: | |||||||||||||
Common stock equivalents arising from stock options and employee stock purchase plan | — | 696 | (0.01 | ) | |||||||||
Diluted earnings and earnings per share | $ | 2,208 | 17,774 | $ | 0.12 | ||||||||
Pension_and_Employee_Benefit_P1
Pension and Employee Benefit Plans (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||
Components of Pension and Employee Benefit Expenses | ' | ||||||||
The components of the expense consisted of the following: | |||||||||
Three Months | Three Months | ||||||||
Ended | Ended | ||||||||
March 31, 2014 | March 31, 2013 | ||||||||
Pension plan: | |||||||||
Service cost | $ | 50 | $ | 17 | |||||
Interest cost | 357 | 78 | |||||||
Expected return on plan assets | (488 | ) | (102 | ) | |||||
Amortization of net actuarial loss | 44 | 92 | |||||||
Net periodic benefit cost (gain) | $ | (37 | ) | $ | 85 | ||||
Health care plan: | |||||||||
Interest cost | $ | 1 | $ | 1 | |||||
Amortization of gain | (1 | ) | (4 | ) | |||||
Net periodic benefit gain | $ | — | $ | (3 | ) |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Information of Company's Results of Operations | ' | ||||
The following unaudited pro forma information represents the Company’s results of operations as if the Met-Pro and Aarding acquisitions had occurred as of January 1, 2013: | |||||
Three Months | |||||
Ended | |||||
March 31, 2013 | |||||
Net sales | $ | 62,628 | |||
Net income | 1,925 | ||||
Earnings per share: | |||||
Basic | $ | 0.08 | |||
Diluted | $ | 0.07 | |||
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | ' | ||||
Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing | ' | ||||
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing of the acquisition. | |||||
Current assets | $ | 15,062 | |||
Property and equipment | 959 | ||||
Goodwill | 7,595 | ||||
Intangible assets – finite life | 13,477 | ||||
Intangible assets – indefinite life | 2,865 | ||||
Total assets acquired | $ | 39,958 | |||
Current liabilities assumed | (8,277 | ) | |||
Deferred income tax liability | (4,086 | ) | |||
Net assets acquired | $ | 27,595 | |||
Met-Pro [Member] | ' | ||||
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. | |||||
Current assets | $ | 68,766 | |||
Property and equipment | 15,773 | ||||
Other assets | 1,375 | ||||
Assets held for sale (a) | 10,886 | ||||
Goodwill | 106,052 | ||||
Intangible assets – finite life | 35,810 | ||||
Intangible assets – indefinite life | 11,910 | ||||
Total assets acquired | 250,572 | ||||
Current liabilities assumed | (13,638 | ) | |||
Deferred income tax liability | (28,284 | ) | |||
Long term liabilities assumed | (6,078 | ) | |||
Net assets acquired | $ | 202,572 | |||
(a) | The assets held for sale primarily consist of real property and are valued at the estimated proceeds less costs to sell. The Company has not recorded a gain or loss on the classification of the subject assets held for sale. The Company expects to complete the sale of the subject assets during 2014. During the three months ended March 31, 2014, the Company received proceeds of $4.5 million for the sale of assets held for sale. The balance of assets held for sale is $6.4 million as of March 31, 2014. |
Business_Segment_Information_T
Business Segment Information (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||
Net Sales and Operating Income (Loss) by Business Segment | ' | ||||||||||||||||||||||||||||
The financial segment information is presented in the following table: | |||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Net Sales (less intra-, inter-segment sales) | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 26,748 | $ | 20,520 | |||||||||||||||||||||||||
Energy Segment | 15,281 | 12,023 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 15,495 | 1,645 | |||||||||||||||||||||||||||
Corporate and Other(1) | (354 | ) | 173 | ||||||||||||||||||||||||||
Net sales | $ | 57,170 | $ | 34,361 | |||||||||||||||||||||||||
(1) | Includes adjustment for revenue on intercompany jobs. | ||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Income from Operations | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 3,866 | $ | 3,311 | |||||||||||||||||||||||||
Energy Segment | 2,387 | 2,278 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 2,671 | 182 | |||||||||||||||||||||||||||
Corporate and Other(2) | (2,735 | ) | (2,463 | ) | |||||||||||||||||||||||||
Eliminations | (697 | ) | 30 | ||||||||||||||||||||||||||
Net operating income | $ | 5,492 | $ | 3,338 | |||||||||||||||||||||||||
(2) | Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general and administrative corporate expenses. | ||||||||||||||||||||||||||||
Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets | ' | ||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Property and Equipment Additions | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 136 | $ | 52 | |||||||||||||||||||||||||
Energy Segment | 34 | 1 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 214 | 0 | |||||||||||||||||||||||||||
Corporate and Other | 31 | 0 | |||||||||||||||||||||||||||
Property and equipment additions | $ | 415 | $ | 53 | |||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Depreciation and Amortization | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 395 | $ | 255 | |||||||||||||||||||||||||
Energy Segment | 655 | 118 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 1,688 | 8 | |||||||||||||||||||||||||||
Corporate and Other | 32 | 33 | |||||||||||||||||||||||||||
Depreciation and Amortization | $ | 2,770 | $ | 414 | |||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Identifiable Assets | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 76,328 | $ | 74,556 | |||||||||||||||||||||||||
Energy Segment | 65,243 | 76,960 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 179,088 | 185,646 | |||||||||||||||||||||||||||
Corporate and Other(3) | 15,148 | 11,374 | |||||||||||||||||||||||||||
Identifiable Assets | $ | 335,807 | $ | 348,536 | |||||||||||||||||||||||||
(3) | Corporate assets primarily consist of cash and income tax related assets. | ||||||||||||||||||||||||||||
Goodwill | ' | ||||||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 21,890 | $ | 21,690 | |||||||||||||||||||||||||
Energy Segment | 14,870 | 14,962 | |||||||||||||||||||||||||||
Fluid Handling Filtration Segment | 96,536 | 95,568 | |||||||||||||||||||||||||||
Corporate and Other | 0 | 0 | |||||||||||||||||||||||||||
Goodwill | $ | 133,296 | $ | 132,220 | |||||||||||||||||||||||||
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 March 31, 2014 | |||||||||||||||||||||||||||||
(In Thousands) | Less Inter-Segment Sales | ||||||||||||||||||||||||||||
Total | Intra- | APC | Energy | FHF | Corp | Net Sales to | |||||||||||||||||||||||
Sales | Segment | and | Outside | ||||||||||||||||||||||||||
Sales | Other | Customers | |||||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 28,084 | $ | (1,029 | ) | $ | — | $ | (307 | ) | $ | — | $ | — | $ | 26,748 | |||||||||||||
Energy Segment | 16,190 | (909 | ) | — | — | — | — | 15,281 | |||||||||||||||||||||
Fluid Handling Filtration Segment | 15,840 | (345 | ) | — | — | — | — | 15,495 | |||||||||||||||||||||
Corporate and Other | — | — | — | — | — | (354 | ) | (354 | ) | ||||||||||||||||||||
Net Sales | $ | 60,114 | $ | (2,283 | ) | $ | — | $ | (307 | ) | $ | — | $ | (354 | ) | $ | 57,170 | ||||||||||||
Three Months Ended March 31, 2013 | |||||||||||||||||||||||||||||
(In Thousands) | Less Inter-Segment Sales | ||||||||||||||||||||||||||||
Total | Intra- | APC | Energy | FHF | Corp | Net Sales to | |||||||||||||||||||||||
Sales | Segment | and | Outside | ||||||||||||||||||||||||||
Sales | Other | Customers | |||||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Air Pollution Control Segment | $ | 22,086 | $ | (1,156 | ) | $ | — | $ | (16 | ) | $ | (394 | ) | $ | — | $ | 20,520 | ||||||||||||
Energy Segment | 12,054 | (29 | ) | (2 | ) | — | — | — | 12,023 | ||||||||||||||||||||
Fluid Handling Filtration Segment | 1,645 | — | — | — | — | — | 1,645 | ||||||||||||||||||||||
Corporate and Other | — | — | — | — | — | 173 | 173 | ||||||||||||||||||||||
Net Sales | $ | 35,785 | $ | (1,185 | ) | $ | (2 | ) | $ | (16 | ) | $ | (394 | ) | $ | 173 | $ | 34,361 |
Accounts_Receivable_Summary_of
Accounts Receivable - Summary of Accounts Receivable (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Allowance for doubtful accounts | ($737) | ($700) |
Accounts receivable, Total | 43,446 | 44,364 |
Trade Accounts Receivable [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Contract receivables | 19,228 | 18,815 |
Contract Receivables [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Contract receivables | $24,955 | $26,249 |
Accounts_Receivable_Additional
Accounts Receivable - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Receivables [Abstract] | ' | ' |
Provision for doubtful accounts | $57 | ($37) |
Costs_and_Estimated_Earnings_o2
Costs and Estimated Earnings on Uncompleted Contracts - Costs and Estimated Earnings on Uncompleted Contracts (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Costs In Excess Of Billings On Uncompleted Contracts Or Programs [Abstract] | ' | ' |
Costs incurred on uncompleted contracts | $59,649 | $61,416 |
Estimated earnings | 21,113 | 21,505 |
Contract Revenues | 80,762 | 82,921 |
Less billings to date | -82,669 | -85,297 |
Net bills receivable | -1,907 | -2,376 |
Included in the accompanying consolidated balance sheets under the following captions: | ' | ' |
Costs and estimated earnings in excess of billings on uncompleted contracts | 10,373 | 11,110 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -12,280 | -13,486 |
Net bills receivable | ($1,907) | ($2,376) |
Inventories_Summary_of_Invento
Inventories - Summary of Inventories (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Net [Abstract] | ' | ' |
Raw materials | $19,353 | $19,753 |
Work in process | 3,657 | 3,172 |
Finished goods | 2,472 | 2,987 |
Obsolescence allowance | -714 | -536 |
Inventory, net | $24,768 | $25,376 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Inventory Disclosure [Abstract] | ' | ' |
Amounts credited to the allowance for obsolete inventory | $182 | $69 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Goodwill And Intangible Asset Impairment [Abstract] | ' | ' |
Goodwill, beginning balance | $132,220 | $19,548 |
Goodwill, acquisitions and related adjustments | 1,167 | 112,306 |
Goodwill, foreign currency adjustments | -91 | 366 |
Goodwill, ending balance | 133,296 | 132,220 |
Tradename, beginning balance | 18,419 | 3,526 |
Tradename, acquisitions and related adjustments | ' | 14,775 |
Tradename, foreign currency adjustments | -14 | 118 |
Tradename, ending balance | $18,405 | $18,419 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Intangible Assets - Finite Life (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $52,518 | $52,709 |
Accumulated Amortization | 7,772 | 5,896 |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 1,403 | 1,423 |
Accumulated Amortization | 1,395 | 1,383 |
Employment agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 761 | 762 |
Accumulated Amortization | 284 | 221 |
Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 8,936 | 8,942 |
Accumulated Amortization | 1,429 | 789 |
Customer lists [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 41,418 | 41,582 |
Accumulated Amortization | $4,664 | $3,503 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Finite Lived Intangible Assets Amortization Expense (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Intangible Liability Disclosure [Abstract] | ' | ' |
Intangible assets - finite life, Beginning of period | $46,813 | $1,283 |
Amortization expense | -1,838 | -159 |
Acquisitions/Purchase accounting adjustments | -202 | 3,271 |
Foreign currency adjustments | -27 | -15 |
Intangible assets - finite life, End of period | $44,746 | $4,380 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization expense of finite life intangible assets | $1,838,000 | $159,000 |
Amortization expense of finite life intangibles for 2014 | 5,200,000 | ' |
Amortization expense of finite life intangibles for 2015 | 7,100,000 | ' |
Amortization expense of finite life intangibles for 2016 | 6,100,000 | ' |
Amortization expense of finite life intangibles for 2017 | 5,200,000 | ' |
Amortization expense of finite life intangibles for 2018 | $4,000,000 | ' |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Trade accounts payable, including due to subcontractors | $19,139 | $23,108 |
Compensation and related benefits | 764 | 2,412 |
Accrued interest | 246 | 399 |
Current portion of earn-out liability | 2,189 | 1,812 |
Accrued warranty | 1,157 | 1,107 |
Other accrued expenses | 4,116 | 5,518 |
Accounts payable and accrued expenses | $27,611 | $34,356 |
Debt_Summary_of_Debt_Detail
Debt - Summary of Debt (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total outstanding borrowings under Credit Facility | ($1,816) | ($1,918) |
Total outstanding borrowings under Credit Facility | 79,769 | 83,863 |
Total outstanding borrowings | 82,173 | 89,082 |
Less: current portion | 6,909 | 9,922 |
Total debt, less current portion | 75,264 | 79,160 |
U S Dollar Euro [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total outstanding borrowings | 275 | 310 |
Flextor, Inc. ("Flextor") [Member] | Canadian Dollar [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total outstanding borrowings | ' | ' |
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | US Dollar Borrowings [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total outstanding borrowings | 2,129 | 4,909 |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total outstanding borrowings under Credit Facility | 59,585 | 63,781 |
U.S. Dollar revolving loans [Member] | US Dollar Borrowings [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total outstanding borrowings under Credit Facility | $22,000 | $22,000 |
Debt_Summary_of_Debt_Parenthet
Debt - Summary of Debt (Parenthetical) (Detail) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
USD ($) | U S Dollar Euro [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | |
EUR (€) | Debt instrument, redemption, through September 2016 [Member] | Debt instrument, redemption, through September 2017 [Member] | Debt instrument, redemption, through August 2018 [Member] | ||
USD ($) | USD ($) | USD ($) | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Outstanding borrowings under Euro denominated note payable to bank | $34 | € 25 | $1,200 | $1,500 | $1,900 |
Interest rate | 3.82% | ' | ' | ' | ' |
Term loans, Year of Maturity | '2016-01 | ' | '2016-09 | '2017-09 | '2018-08 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Aug. 27, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Aug. 17, 2012 | Aug. 17, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 17, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 17, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 27, 2013 | Aug. 27, 2013 | Aug. 27, 2013 | |
USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Flextor, Inc. ("Flextor") [Member] | Flextor, Inc. ("Flextor") [Member] | Flextor, Inc. ("Flextor") [Member] | Flextor, Inc. ("Flextor") [Member] | Flextor, Inc. ("Flextor") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Forward Contracts [Member] | Bank Overdrafts [Member] | Bank Overdrafts [Member] | Bank Overdrafts [Member] | Bank Overdrafts [Member] | Bank Overdrafts [Member] | Variable Line Of Credit [Member] | Federal Funds Rate [Member] | One-Month LIBOR [Member] | Base Rate [Member] | Base Rate [Member] | Prime Rate [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | U.S. Dollar revolving loans [Member] | Multi-currency Revolving Credit Facility [Member] | |
LIBOR Rate [Member] | LIBOR Rate [Member] | USD ($) | CAD | Minimum [Member] | Maximum [Member] | Bank Guarantee Facility [Member] | EUR (€) | Minimum [Member] | Bank Guarantee Facility [Member] | Bank Guarantee Facility [Member] | Bank Guarantee Facility [Member] | Bank Guarantee Facility [Member] | Bank Guarantee Facility [Member] | Flextor, Inc. ("Flextor") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Flextor, Inc. ("Flextor") [Member] | Minimum [Member] | Maximum [Member] | Flextor, Inc. ("Flextor") [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||
USD ($) | CAD | USD ($) | EUR (€) | USD ($) | EUR (€) | EUR (€) | CAD | USD ($) | EUR (€) | USD ($) | EUR (€) | EUR (€) | CAD | ||||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount outstanding under the credit facilities | 79,769,000 | 83,863,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 2,900,000 | 3,400,000 | 2,500,000 | ' | ' | 2,100,000 | 1,500,000 | 4,900,000 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | 59,585,000 | 63,781,000 | ' | ' | ' |
Unused credit availability under credit facility | 67,200,000 | 66,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving loan expiration date | 27-Aug-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Companies consolidated leverage ratio, Base Rate | ' | ' | ' | 0.50% | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 2.50% | 0.50% | ' | ' | ' | ' | ' |
Interest rate, basis spread | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate on outstanding borrowings | 2.22% | 2.23% | ' | ' | ' | ' | ' | ' | ' | ' | 2.26% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum consolidated leverage ratio | 2.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum fixed charge coverage ratio | 1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increased interest rate of loan due to default | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized deferred financing costs | 600,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other expenses for credit agreement | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred charges Other asset | 1,816,000 | 1,918,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facilities agreement, amount | ' | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | 2,500,000 | ' | 7,000,000 | ' | ' | ' | ' | ' | 3,500,000 | 500,000 | ' | ' | ' | ' | 3,500,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital ratio, minimum | ' | ' | ' | ' | ' | 125.00% | 125.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital, minimum | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted tangible net worth ratio, maximum | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted tangible net worth, minimum | ' | ' | ' | ' | ' | $1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings_and_Dividends_per_Sha2
Earnings and Dividends per Share - Computational Components of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Basic net income and earnings per share, Numerator (Income) | $3,021 | $2,208 |
Common stock equivalents arising from stock options and employee stock purchase plan, Numerator (Income) | ' | ' |
Diluted earnings and earnings per share, Numerator (Income) | $3,021 | $2,208 |
Basic net income and earnings per share, Denominator (Shares) | 25,606,352 | 17,078,192 |
Common stock equivalents arising from stock options and employee stock purchase plan, Denominator (Shares) | 509,000 | 696,000 |
Diluted earnings and earnings per share, Denominator (Shares) | 26,115,512 | 17,774,051 |
Basic net income and earnings per share, Per Share Amount | $0.12 | $0.13 |
Common stock equivalents arising from stock options and employee stock purchase plan | ' | ($0.01) |
Diluted earnings and earnings per share, Per Share Amount | $0.12 | $0.12 |
Earnings_and_Dividends_per_Sha3
Earnings and Dividends per Share - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Earnings And Dividends Per Share [Abstract] | ' | ' |
Shares not included in computation of diluted Earning per share | ' | 40,000 |
Restricted stock awards participate in nonforfeitable dividend rights | 1 | ' |
Number of non-vested restricted share awards outstanding | 0 | 0 |
Common Stock, dividends, per share, declared | $0.05 | $0.05 |
Common Stock, dividends, per share, Paid | $0.05 | $0.05 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Recognized share-based compensation awards | $375,000 | $158,000 |
Weighted-average fair value of stock options granted | $7.77 | ' |
Expected Volatility Rate | 57.00% | ' |
Expected Term Period | '6 years 4 months 24 days | ' |
Risk-Free Interest Rate | 2.30% | ' |
Expected dividend rate | 1.30% | ' |
Stock options granted | ' | 0 |
Cash received from employees and directors stock option exercised | 500,000 | 100,000 |
Intrinsic value of option exercised | $1,000,000 | $100,000 |
Stock_Purchase_Additional_Info
Stock Purchase - Additional Information (Detail) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Equity [Line Items] | ' |
Repurchased shares of common stock | 61,500 |
Repurchased common stock value | $973 |
Former Director [Member] | ' |
Equity [Line Items] | ' |
Repurchased common stock value | $1,000 |
Pension_and_Employee_Benefit_P2
Pension and Employee Benefit Plans - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Plans | |||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Number Of Defined Benefit Pension Plans, acquired | ' | ' | 2 |
Defined benefit plan contributions | $600,000 | $21,000 | ' |
Unfunded liability plans | 6,500,000 | ' | 6,500,000 |
Pension plan [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Anticipated contribution to fund the pension plan during the reminder of the fiscal year | 1,300,000 | ' | ' |
Health care plan [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Anticipated contribution to fund the pension plan during the reminder of the fiscal year | $21,000 | ' | ' |
Pension_and_Employee_Benefit_P3
Pension and Employee Benefit Plans - Components of Pension and Employee Benefit Expenses (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Pension plan [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | $50 | $17 |
Interest cost | 357 | 78 |
Expected return on plan assets | -488 | -102 |
Amortization of net actuarial loss | 44 | 92 |
Net periodic benefit cost (gain) | -37 | 85 |
Health care plan [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Interest cost | 1 | 1 |
Amortization of gain | -1 | -4 |
Net periodic benefit cost (gain) | ' | ($3) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Liability for uncertain tax positions totaled | $0.80 | $0.80 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
Fair Value Of Financial Instruments [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | $19,227 | $22,661 | $6,926 | $22,994 |
U.S. dollar-denominated transaction total | 5,500 | ' | ' | ' |
Market value adjustment | 0 | ' | ' | ' |
Foreign Countries [Member] | ' | ' | ' | ' |
Fair Value Of Financial Instruments [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | $12,200 | $17,600 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Legal Matters - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Cases | Cases | |
Loss Contingencies [Line Items] | ' | ' |
Cumulative settlement payments for cases involving asbestos-related claims | $0.70 | ' |
Average cost per settled claim excluding legal fees | 25,000 | ' |
Number of claims pending | 180 | 173 |
Number of new cases filed | 14 | ' |
Number of cases dismissed | 7 | ' |
Number of cases settled | 0 | ' |
Plaintiffs claim to have suffered property damages and other loss | 75 | ' |
Settlement reserve | 0.2 | ' |
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. | ' |
Maximum [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Payment for attorneys fees and reimbursement | $0.20 | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 27, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Aug. 27, 2013 | Aug. 27, 2013 | Mar. 31, 2013 | |
USD ($) | USD ($) | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Met-Pro [Member] | Met-Pro [Member] | Met-Pro [Member] | Met-Pro [Member] | Met-Pro [Member] | Met-Pro [Member] | |
USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | Maximum [Member] | Minimum [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid on acquisition | ' | ' | $24,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company's common stock | ' | ' | 763,673 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of common stock issued | ' | ' | 6,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination contingent consideration paid | ' | ' | 5,500,000 | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' |
Prepaid compensation recognized in Prepaid expenses and other current assets | ' | ' | 1,100,000 | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' |
Prepaid compensation recognized in Deferred Charges and other assets | ' | ' | 3,200,000 | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' |
Business combination compensation expenses | ' | ' | 300,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Earn out payment upon attainment of specified financial targets through December 31, 2017 | ' | ' | 7,600,000 | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' |
Earn out expenses | ' | ' | 400,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Earn out expenses included in accounts payable and accrued expenses | ' | ' | 1,600,000 | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' |
Cash consideration per share | ' | ' | ' | ' | ' | ' | $13.75 | ' | ' | ' | ' | ' |
Stock consideration per share | ' | ' | ' | ' | ' | ' | ' | ' | $13.75 | ' | ' | ' |
Exchange ratio | ' | ' | ' | ' | ' | ' | 1.0843 | ' | ' | 1.352 | 1 | 1 |
Percentage of common stock converted into cash | ' | ' | ' | ' | ' | ' | ' | 51.60% | ' | ' | ' | ' |
Value of shares transferred for cash | ' | ' | ' | ' | ' | ' | ' | 104,400,000 | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | 98,000,000 | ' | ' | ' | ' |
Consideration for cancelling of options and restricted stock units | ' | ' | ' | ' | ' | ' | ' | 4,900,000 | ' | ' | ' | ' |
Proceeds from sale of assets held for sale | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of assets held for sale, closing balance | $6,356,000 | $11,083,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Fair_Values_of_As
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing of Acquisition (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | ' | ' | ' |
Goodwill | $133,296 | $132,220 | $19,548 |
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Current assets | 15,062 | ' | ' |
Property and equipment | 959 | ' | ' |
Goodwill | 7,595 | ' | ' |
Intangible assets - finite life | 13,477 | ' | ' |
Intangible assets - indefinite life | 2,865 | ' | ' |
Total assets acquired | 39,958 | ' | ' |
Current liabilities assumed | -8,277 | ' | ' |
Deferred income tax liability | -4,086 | ' | ' |
Net assets acquired | $27,595 | ' | ' |
Acquisitions_Fair_Values_of_As1
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Met- Pro Corporation (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | ' | ' | ' |
Goodwill | $133,296 | $132,220 | $19,548 |
Met-Pro [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Current assets | 68,766 | ' | ' |
Property and equipment | 15,773 | ' | ' |
Other assets | 1,375 | ' | ' |
Assets held for sale | 10,886 | ' | ' |
Goodwill | 106,052 | ' | ' |
Intangible assets - finite life | 35,810 | ' | ' |
Intangible assets - indefinite life | 11,910 | ' | ' |
Total assets acquired | 250,572 | ' | ' |
Current liabilities assumed | -13,638 | ' | ' |
Deferred income tax liability | -28,284 | ' | ' |
Long term liabilities assumed | -6,078 | ' | ' |
Net assets acquired | $202,572 | ' | ' |
Acquisitions_Information_of_Co
Acquisitions - Information of Company's Results of Operations (Detail) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 |
Business Acquisition Pro Forma Information [Abstract] | ' |
Net sales | $62,628 |
Net income | $1,925 |
Earnings per share: | ' |
Basic | $0.08 |
Diluted | $0.07 |
Business_Segment_Information_A
Business Segment Information - Additional Information (Detail) (CECO Group, Inc. [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Segment | |
CECO Group, Inc. [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 3 |
Business_Segment_Information_N
Business Segment Information - Net Sales and Operating Income (Loss) by Business Segment (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | $57,170 | $34,361 |
Net operating income | 5,492 | 3,338 |
Air Pollution Control Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | 26,748 | 20,520 |
Energy Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | 15,281 | 12,023 |
Fluid Handling Filtration Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | 15,495 | 1,645 |
Corporate and Other [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | -354 | 173 |
Operating Segments [Member] | Air Pollution Control Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net operating income | 3,866 | 3,311 |
Operating Segments [Member] | Energy Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net operating income | 2,387 | 2,278 |
Operating Segments [Member] | Fluid Handling Filtration Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net operating income | 2,671 | 182 |
Operating Segments [Member] | Corporate and Other [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net operating income | -2,735 | -2,463 |
Inter-segment Elimination [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net operating income | ($697) | $30 |
Business_Segment_Information_P
Business Segment Information - Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property and equipment additions | $415 | $53 | ' |
Depreciation and amortization | 2,770 | 414 | ' |
Identifiable Assets | 335,807 | ' | 348,536 |
Air Pollution Control Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property and equipment additions | 136 | 52 | ' |
Depreciation and amortization | 395 | 255 | ' |
Identifiable Assets | 76,328 | ' | 74,556 |
Energy Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property and equipment additions | 34 | 1 | ' |
Depreciation and amortization | 655 | 118 | ' |
Identifiable Assets | 65,243 | ' | 76,960 |
Fluid Handling Filtration Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property and equipment additions | 214 | 0 | ' |
Depreciation and amortization | 1,688 | 8 | ' |
Identifiable Assets | 179,088 | ' | 185,646 |
Corporate and Other [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property and equipment additions | 31 | 0 | ' |
Depreciation and amortization | 32 | 33 | ' |
Identifiable Assets | $15,148 | ' | $11,374 |
Business_Segment_Information_G
Business Segment Information - Goodwill (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Goodwill | ' | ' | ' |
Goodwill | $133,296 | $132,220 | $19,548 |
Air Pollution Control Segment [Member] | ' | ' | ' |
Goodwill | ' | ' | ' |
Goodwill | 21,890 | 21,690 | ' |
Energy Segment [Member] | ' | ' | ' |
Goodwill | ' | ' | ' |
Goodwill | 14,870 | 14,962 | ' |
Fluid Handling Filtration Segment [Member] | ' | ' | ' |
Goodwill | ' | ' | ' |
Goodwill | 96,536 | 95,568 | ' |
Corporate and Other [Member] | ' | ' | ' |
Goodwill | ' | ' | ' |
Goodwill | $0 | $0 | ' |
Business_Segment_Information_I
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales to Outside Customers | $57,170 | $34,361 |
Air Pollution Control Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales to Outside Customers | 26,748 | 20,520 |
Energy Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales to Outside Customers | 15,281 | 12,023 |
Fluid Handling Filtration Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales to Outside Customers | 15,495 | 1,645 |
Corporate and Other [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net Sales to Outside Customers | -354 | 173 |
Operating Segments [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total Sales | 60,114 | 35,785 |
Operating Segments [Member] | Air Pollution Control Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total Sales | 28,084 | 22,086 |
Operating Segments [Member] | Energy Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total Sales | 16,190 | 12,054 |
Operating Segments [Member] | Fluid Handling Filtration Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total Sales | 15,840 | 1,645 |
Intra-segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intra- Segment Sales | -2,283 | -1,185 |
Intra-segment [Member] | Air Pollution Control Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intra- Segment Sales | -1,029 | -1,156 |
Intra-segment [Member] | Energy Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intra- Segment Sales | -909 | -29 |
Intra-segment [Member] | Fluid Handling Filtration Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Intra- Segment Sales | -345 | ' |
Inter-segment Elimination [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Inter-segment Sales to Air Pollution Control | ' | -2 |
Inter-segment Sales by APC to Energy Segment | -307 | -16 |
Inter-segment Sales to Fluid Handling Filtration | ' | -394 |
Inter-segment Sales to Corporate and Other | -354 | 173 |
Inter-segment Elimination [Member] | Air Pollution Control Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Inter-segment Sales by APC to Energy Segment | -307 | -16 |
Inter-segment Sales to Fluid Handling Filtration | ' | -394 |
Inter-segment Elimination [Member] | Energy Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Inter-segment Sales to Air Pollution Control | ' | -2 |
Inter-segment Elimination [Member] | Corporate and Other [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Inter-segment Sales to Corporate and Other | ($354) | $173 |