Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CECE | |
Entity Registrant Name | CECO ENVIRONMENTAL CORP | |
Entity Central Index Key | 3,197 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,442,164 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 17,089 | $ 19,362 |
Accounts receivable, net | 65,767 | 58,394 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 31,810 | 24,371 |
Inventories, net | 22,752 | 23,416 |
Prepaid expenses and other current assets | 8,185 | 9,046 |
Prepaid income taxes | 4,870 | 4,190 |
Assets held for sale | 1,544 | 4,188 |
Total current assets | 152,017 | 142,967 |
Property, plant and equipment, net | 17,165 | 18,961 |
Goodwill | 169,324 | 167,547 |
Intangible assets-finite life, net | 52,420 | 58,398 |
Intangible assets-indefinite life | 19,528 | 19,766 |
Deferred charges and other assets | 6,287 | 6,726 |
Total assets | 416,741 | 414,365 |
Current liabilities: | ||
Current portion of debt | 12,317 | 8,887 |
Accounts payable and accrued expenses | 56,504 | 51,462 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 14,177 | 14,597 |
Income taxes payable | 759 | 405 |
Total current liabilities | 83,757 | 75,351 |
Other liabilities | 27,584 | 27,884 |
Debt, less current portion | 99,373 | 103,541 |
Deferred income tax liability, net | 25,471 | 26,365 |
Total liabilities | $ 236,185 | $ 233,141 |
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, 26,432,447 and 26,404,869 shares issued in 2015 and 2014, respectively | $ 264 | $ 264 |
Capital in excess of par value | 169,935 | 168,886 |
Accumulated earnings | 17,863 | 19,051 |
Accumulated other comprehensive loss | (7,150) | (6,621) |
Stockholders' equity before treasury stock | 180,912 | 181,580 |
Less treasury stock, at cost, 137,920 shares in 2015 and 2014 | (356) | (356) |
Total shareholders' equity | 180,556 | 181,224 |
Total liabilities and shareholders' equity | $ 416,741 | $ 414,365 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
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 | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,432,447 | 26,404,869 |
Treasury stock, shares | 137,920 | 137,920 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 86,961 | $ 66,641 | $ 167,946 | $ 123,811 |
Cost of sales | 60,333 | 45,192 | 120,343 | 82,633 |
Gross profit | 26,628 | 21,449 | 47,603 | 41,178 |
Selling and administrative expenses | 14,443 | 11,685 | 28,104 | 23,364 |
Acquisition and integration expenses | 962 | 170 | 1,293 | 240 |
Amortization and earn-out expenses | 6,735 | 2,406 | 10,739 | 4,894 |
Income from operations | 4,488 | 7,188 | 7,467 | 12,680 |
Other income (expense), net | 562 | (121) | (1,174) | (227) |
Interest expense | (1,174) | (746) | (2,134) | (1,488) |
Income before income taxes | 3,876 | 6,321 | 4,159 | 10,965 |
Income tax expense | 1,772 | 1,828 | 1,857 | 3,451 |
Net income | $ 2,104 | $ 4,493 | $ 2,302 | $ 7,514 |
Earnings per share: | ||||
Basic | $ 0.08 | $ 0.18 | $ 0.09 | $ 0.29 |
Diluted | $ 0.08 | $ 0.17 | $ 0.09 | $ 0.29 |
Weighted average number of common shares outstanding: | ||||
Basic | 26,283,529 | 25,643,508 | 26,277,456 | 25,625,033 |
Diluted | 26,627,051 | 26,107,648 | 26,643,857 | 26,111,683 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 2,104 | $ 4,493 | $ 2,302 | $ 7,514 |
Other comprehensive income (loss): | ||||
Foreign currency translation | 356 | 126 | (529) | (112) |
Other comprehensive income (loss) | 356 | 126 | (529) | (112) |
Comprehensive income | $ 2,460 | $ 4,619 | $ 1,773 | $ 7,402 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 2,302 | $ 7,514 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 6,943 | 5,389 |
Loss (gain) on sale of property and equipment | 225 | (13) |
Non-cash interest expense included in net income | 323 | 275 |
Share-based compensation expense | 854 | 750 |
Bad debt expense | 69 | 82 |
Inventory reserve expense | 256 | 308 |
Deferred income taxes | (894) | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (7,442) | 2,984 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (7,439) | (4,105) |
Inventories | 408 | 794 |
Prepaid expense and other current assets | 181 | (1,560) |
Deferred charges and other assets | 361 | 80 |
Accrued litigation settlement | (2,536) | |
Accounts payable and accrued expenses | 2,704 | (5,263) |
Billings in excess of costs and estimated earnings on uncompleted contracts | (420) | (2,167) |
Income taxes payable | 354 | (794) |
Other liabilities | 1,165 | 33 |
Net cash (used in) provided by operating activities | (50) | 1,771 |
Cash flows from investing activities: | ||
Acquisitions of property and equipment | (341) | (711) |
Proceeds from sale of property and equipment | 2,396 | 7,124 |
Net cash provided by investing activities | 2,055 | 6,413 |
Cash flows from financing activities: | ||
Net borrowings (repayments) on revolving credit lines | 3,469 | (4,675) |
Repayments of debt | (4,452) | (5,427) |
Proceeds from employee stock purchase plan and exercise of stock options | 195 | 844 |
Repurchases of common stock | (973) | |
Dividends paid to common shareholders | (3,490) | (2,826) |
Net cash used in financing activities | (4,278) | (13,057) |
Net decrease in cash and cash equivalents | (2,273) | (4,873) |
Cash and cash equivalents at beginning of period | 19,362 | 22,661 |
Cash and cash equivalents at end of period | 17,089 | 17,788 |
Cash paid during the period for: | ||
Interest | 1,785 | 1,505 |
Income taxes | $ 595 | $ 5,903 |
Basis of Reporting for Consolid
Basis of Reporting for Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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 June 30, 2015 and the results of operations and cash flows for the three-month and six-month periods ended June 30, 2015 and 2014. The results of operations for the three-month and six-month periods ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2014 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, 2014 filed with the SEC. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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, 2014 filed with the SEC. Unless otherwise indicated, all balances within tables are in thousands, except per share amounts. During 2014, the Company completed four acquisitions, including i) in August 2014, HEE Environmental Engineering (“HEE”), ii) in September 2014, SAT Technology, Inc. (“SAT”), iii) in November 2014, Emtrol LLC (“Emtrol”), and iv) in December 2014, Jiangyin Zhongli Industrial Technology Co. Ltd. (“Zhongli”). 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 Pronou
New Financial Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
New Financial Accounting Pronouncements | 2. New Financial Accounting Pronouncements In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” ASU 2015-07 requires investments for which fair value is measured at net asset value per share (or its equivalent) using the practical expedient should not be categorized in the fair value hierarchy as defined under FASB Topic 820, “Fair Value Measurements.” The FASB issued the ASU to eliminate the diversity in practice resulting from the way in which investments measured at net asset value per share (or its equivalent) with future redemption dates are classified, and also to ensure that all investments categorized in the fair value hierarchy are classified using a consistent approach. ASU 2015-07 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The FASB issued the ASU to simplify the presentation of debt issuance costs, and to align with other existing FASB guidance. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue From Contracts With Customers.” ASU 2014-09 supersedes nearly all existing revenue recognition principles under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration an entity expects to be entitled to for those goods or services using a defined five step process. More judgment and estimates may be required to achieve this principle than under existing GAAP. ASU 2014-09 is effective for annual periods beginning after December 15, 2017, including interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients or (ii) a retrospective approach with the cumulative effect upon initial adoption recognized at the date of adoption, which includes additional footnote disclosures. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on the Company’s consolidated financial statements and has not yet determined the method of adoption. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable (Table only in thousands) June 30, December 31, Trade receivables $ 11,562 $ 15,875 Contract receivables 55,125 43,218 Allowance for doubtful accounts (920 ) (699 ) $ 65,767 $ 58,394 The provision for doubtful accounts was $24,000 and $25,000 for the three-month periods ended June 30, 2015 and 2014, respectively, and $0.1 million and $0.1 million for the six-month periods ended June 30, 2015 and 2014, respectively. |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 6 Months Ended |
Jun. 30, 2015 | |
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 within the next twelve months. (Table only in thousands) June 30, December 31, Costs incurred on uncompleted contracts $ 114,248 $ 97,979 Estimated earnings 29,890 28,328 144,138 126,307 Less billings to date (126,505 ) (116,533 ) $ 17,633 $ 9,774 Included in the accompanying condensed consolidated balance sheets under the following captions: Costs and estimated earnings in excess of billings on uncompleted contracts $ 31,810 $ 24,371 Billings in excess of costs and estimated earnings on uncompleted contracts (14,177 ) (14,597 ) $ 17,633 $ 9,774 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories (Table only in thousands) June 30, December 31, Raw materials $ 18,872 $ 18,848 Work in process 2,342 2,644 Finished goods 2,361 2,492 Obsolescence allowance (823 ) (568 ) $ 22,752 $ 23,416 Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $0.1 million and $0.2 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $0.3 million and $0.3 million for the six-month periods ended June 30, 2015 and 2014, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets (Table only in thousands) Six months ended Year ended Goodwill / Tradename Goodwill Tradename Goodwill Tradename Beginning balance $ 167,547 $ 19,766 $ 134,062 $ 18,419 Acquisitions and related adjustments 2,488 — 34,638 1,730 Foreign currency translation (711 ) (238 ) (1,153 ) (383 ) $ 169,324 $ 19,528 $ 167,547 $ 19,766 (Table only in thousands) As of June 30, 2015 As of December 31, 2014 Intangible assets – finite life Cost Accum. Cost Accum. Patents $ 1,456 $ 1,450 $ 1,429 $ 1,427 Employment agreements 647 513 693 433 Technology 7,905 2,786 8,317 2,290 Customer lists 58,024 13,136 58,617 8,959 Noncompetition agreements 1,120 146 1,118 34 Tradename 1,390 91 1,390 23 $ 70,542 $ 18,122 $ 71,564 $ 13,166 Activity for the six months ended June 30, 2015 and 2014 is as follows: (Table only in thousands) 2015 2014 Intangible assets – finite life, net at beginning of period $ 58,398 $ 46,611 Amortization expense (5,230 ) (3,593 ) Foreign currency adjustments (748 ) (85 ) Intangible assets – finite life, net at end of period $ 52,420 $ 42,933 Amortization expense of finite life intangible assets was $2.6 million and $1.8 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $5.2 million and $3.6 million for the six-month periods ended June 30, 2015 and 2014, respectively. Amortization over the next five years for finite life intangibles is expected to be $5.3 million for the remainder of 2015, $9.2 million in 2016, $7.9 million in 2017, $6.3 million in 2018, and $5.2 million in 2019. The Company completes an annual (or more often if circumstances require) impairment assessment of its goodwill and indefinite life intangible assets. The Company did not identify any circumstances that would require an impairment assessment of its goodwill or indefinite life intangible assets as of June 30, 2015. A qualitative analysis, which included reviewing current year results for revenue and profit, was done for all reporting units. For four of our reporting units with total goodwill of $105.4 million as of December 31, 2014, the analysis led to the conclusion that it was not more likely than not that the fair value for these reporting units exceeded the carrying value. Accordingly, the first step of the two step goodwill impairment test as described in FASB ASC 350-20-35 was performed. Under the first step, the estimated fair value of the reporting unit is calculated by the discounted cash flow method. The significant assumptions used under the discounted cash flow method are projected revenue, projected operational profit, terminal growth rates, and the cost of capital. Projected revenue, projected operational profit and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. Under this approach, the resultant estimated fair value of the reporting units exceeded its carrying value as of December 31, 2014 and no goodwill impairment charges were recorded. For two of the reporting units tested under the first step, which carried combined goodwill of $90.9 million, the aggregate excess of fair value over their carrying value was only 3%. These two reporting units were acquired in the second half of fiscal 2013, and therefore the Company did not expect the fair value to be significantly in excess of the carrying value. Furthermore, there were no fundamental changes in the business or market that would indicate a significant decline in the fair value since the acquisition date. Management’s projections used to estimate the undiscounted cash flows included increasing sales volumes and operational improvements designed to reduce costs. Changes in any of the significant assumptions used, including if the Company does not successfully achieve its 2015 operating plan, can materially affect the expected cash flows, and such impacts can result in the requirement to proceed to a step 2 test and potentially a material non-cash impairment charge could result. Therefore, the key assumptions most susceptible to change are projected revenue and projected operational profit. We determined that with other assumptions held constant, for the first reporting unit that carried $77.9 million of goodwill, a decrease in projected revenue growth rates of approximately 30 basis points or a decrease in projected operational profit of approximately 70 basis points would result in fair value of the reporting unit being equal to its carrying value, which would require us to perform a step 2 test for this reporting unit. Likewise, we determined that with other assumptions held constant, for the second reporting unit that carried $13.0 million of goodwill, a decrease in projected revenue growth rates of approximately 100 basis points or a decrease in projected operational profit of approximately 90 basis points would result in fair value of the reporting unit being equal to its carrying value, which would require us to perform a step 2 test for this reporting unit. The Company is not currently aware of any negative changes in its assumptions that could lead to the fair value of the reporting units being less than the carrying value. This same qualitative analysis was done for all reporting units with indefinite life intangible assets. For five reporting units that had indefinite life intangible assets totaling $13.5 million as of December 31, 2014, the analysis led to the conclusion that it was not more likely than not that the fair value for these indefinite life intangible assets exceeded their carrying value. Accordingly, the Company estimated the fair value of the indefinite life intangible assets. The estimated fair value is calculated by the relief from royalty method. The significant assumptions used under the relief from royalty method are projected revenue, royalty rates, terminal growth rates, and the cost of capital. Projected revenue, royalty rates and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected royalty cash flows in the relief from royalty method. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected royalty cash flows. Under this approach, the resultant estimated fair value of the indefinite life intangible assets exceeded their carrying value as of December 31, 2014 and no impairment charges were recorded. For three of the reporting units, which carried combined indefinite life intangible assets of $10.0 million, the aggregate excess of fair value over their carrying value was only 5%. These three reporting units were acquired in the second half of fiscal 2013, and therefore the Company did not expect the fair value to be significantly in excess of the carrying value. Furthermore, there were no fundamental changes in the businesses or markets that would indicate a significant decline in the fair value since the acquisition date. Management’s projections used to estimate the fair values included increasing sales volumes and operational improvements designed to reduce costs. Changes in any of the significant assumptions used, including if the Company does not successfully achieve its 2015 operating plan, can materially affect the expected cash flows, and such impacts can result in the requirement to proceed to a step 2 test and potentially can result in material non-cash impairment charges. Therefore, the key assumption most susceptible to change is projected revenue. We determined that with other assumptions held constant, for the first, second and third reporting units that carried $6.8 million, $2.3 million and $0.9 million, respectively, of indefinite life intangible assets, a decrease in projected revenue growth rates of approximately 70 basis points, 40 basis points and 160 basis points, respectively, would result in fair value of the indefinite life intangible assets being equal to its carrying value, which would require us to perform a step 2 test for this reporting unit. The Company is not currently aware of any negative changes in its assumptions that could lead to the fair value of the indefinite life intangible assets being less than the carrying value. Two of the reporting units where the fair value was not significantly in excess of the carrying value had definite live intangible assets of $24 million as of December 31, 2014 which could be at risk of impairment if the Company does not successfully achieve its 2015 operating plan as described above. The Company will continue to assess the potential for impairment on a quarterly basis in fiscal 2015. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 7. Accounts Payable and Accrued Expenses June 30, December 31, Trade accounts payable, including due to subcontractors $ 34,303 $ 31,882 Compensation and related benefits 2,121 2,976 Accrued interest 38 193 Current portion of earn-out liability 13,205 8,738 Accrued warranty 778 936 Other accrued expenses 6,059 6,737 $ 56,504 $ 51,462 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt consisted of the following at June 30, 2015 and December 31, 2014: (Table only in thousands) June 30, December 31, Outstanding borrowings under Credit Facility (defined below). Term loan payable in quarterly principal installments of $2.2 million through September 2016, $2.8 million through September 2017, and $3.3 million thereafter with balance due upon maturity in August 2018. - Term loan $ 85,690 $ 90,072 - U.S. Dollar revolving loans 24,000 24,000 - Multi-currency revolving loans — — - Unamortized debt discount (1,551 ) (1,796 ) Total outstanding borrowings under Credit Facility 108,139 112,276 Outstanding borrowings (U.S. dollar equivalent) under Aarding Facility (defined below) 3,469 — Outstanding borrowings (U.S. dollar equivalent) under Euro-denominated note payable to a bank, payable in quarterly installments of €25 ($28 as of June 30, 2015), plus interest, at a fixed rate of 3.82%, maturing January 2016. Collateralized by the Heerenveen, Netherlands building. 82 152 Total outstanding borrowings 111,690 112,428 Less: current portion 12,317 8,887 Total debt, less current portion $ 99,373 $ 103,541 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. Concurrent with the closing of our Met-Pro Corporation (“Met-Pro”) acquisition on August 27, 2013, the Company borrowed $65.0 million in term loans and $52.0 million in U.S. dollar revolving loans and used the proceeds to (i) finance the cash portion of the acquisition, (ii) pay off certain outstanding indebtedness of the Company and its subsidiaries (including certain indebtedness of Met-Pro and its subsidiaries), and (iii) pay certain fees and expenses incurred in connection with the Credit Agreement and the acquisition. On November 18, 2014, the Company amended the Credit Agreement. Pursuant to the amendment (i) certain lenders provided an additional term loan under the Credit Agreement in an aggregate principal amount of $35.0 million and certain lenders increased their revolving credit commitments in an aggregate principal amount of up to $15.0 million, and (ii) the Credit Agreement was amended to, among other things, (a) modify the calculation of Consolidated EBITDA to include certain pro forma adjustments related to certain acquisitions and other transactions, (b) modify the Consolidated Leverage Ratio covenant and (c) permit additional investments in foreign subsidiaries and additional indebtedness by foreign subsidiaries. The proceeds from the additional term loan were used primarily to finance the acquisition of Emtrol and related expenses. Additionally, 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 $50.0 million. As of June 30, 2015 and December 31, 2014, $8.3 million and $9.5 million of letters of credit were outstanding, respectively. Total unused credit availability under the Credit Facility was $72.7 million and $71.5 million at June 30, 2015 and December 31, 2014, 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 Credit 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 Rate 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 2.73% and 2.24% at June 30, 2015 and December 31, 2014, respectively. The Company has granted a security interest in substantially all of its assets to secure its obligations pursuant to the Credit Agreement. The Company’s obligations under the Credit Agreement are 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 Company’s obligations under 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 3.25 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 June 30, 2015 and December 31, 2014, the Company was in compliance with all related financial and other restrictive covenants under the Credit Agreement. The Company has paid $3.1 million of customary closing fees, arrangement fees, administration fees, letter of credit fees and commitment fees for the Credit Agreement and amendments thereto. As of June 30, 2015 and December 31, 2014, capitalized deferred financing costs of $0.5 million and $0.5 million, respectively, are included in deferred charges and other assets and $1.6 million and $1.8 million, respectively, are included as a discount to debt in the accompanying Condensed Consolidated Balance Sheets. Amortization expense was $0.1 million and $0.2 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $0.2 million and $0.3 million for the six-month periods ended June 30, 2015 and 2014, respectively, and is classified as interest expense. Foreign Debt The Company has a €10.5 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 €7.0 million bank guarantee facility and a €3.5 million overdraft facility. The bank guarantee interest rate is the three months Euribor plus 265 basis points (2.65% as of June 30, 2015) and the overdraft interest rate is three months Euribor plus 195 basis points (1.95% as of June 30, 2015). 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 June 30, 2015 and December 31, 2014, the borrowers were in compliance with all related financial and other restrictive covenants, and expect continued compliance. As of June 30, 2015, €6.8 million ($7.5 million) of the bank guarantee and €3.1 million ($3.5 million) of the overdraft facility are being used by the borrowers. As of December 31, 2014, €5.5 million ($6.7 million) of the bank guarantee and none of the overdraft facility was being used by the borrowers. There is no stated expiration date on the facilities agreement. |
Earnings and Dividends per Shar
Earnings and Dividends per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [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 and six-month periods ended June 30, 2015 and 2014 are below. For the three-month period ended June 30, 2015 Numerator Denominator Per Share Basic net income and earnings per share $ 2,104 26,284 $ 0.08 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 343 — Diluted earnings and earnings per share $ 2,104 26,627 $ 0.08 For the three-month period ended June 30, 2014 Numerator Denominator Per Share Basic net income and earnings per share $ 4,493 25,644 $ 0.18 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 464 (0.01 ) Diluted earnings and earnings per share $ 4,493 26,108 $ 0.17 For the six-month period ended June 30, 2015 Numerator Denominator Per Share Basic net income and earnings per share $ 2,302 26,277 $ 0.09 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 367 — Diluted earnings and earnings per share $ 2,302 26,644 $ 0.09 For the six-month period ended June 30, 2014 Numerator Denominator Per Share Basic net income and earnings per share $ 7,514 25,625 $ 0.29 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 487 — Diluted earnings and earnings per share $ 7,514 26,112 $ 0.29 Options and warrants included in the computation of diluted earnings per share are calculated using the treasury stock method. For the three-month and six -month periods ended June 30, 2015, 1.2 million outstanding options and warrants were excluded from 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 are no unvested restricted stock awards outstanding that are expected not to vest. 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 stock. 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 June 26, 2015, paid to common stockholders a quarterly dividend of $0.066 per share. 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 lenders under our Credit Facility. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based 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 $0.4 million and $0.4 million during the three-month periods ended June 30, 2015 and 2014, respectively, and $0.9 million and $0.8 million during the six-month periods ended June 30, 2015 and 2014, respectively. The weighted-average fair value of stock options granted during the six months ended June 30, 2015 and 2014 was estimated at $7.15 and $6.94 per option, respectively, using the Black-Scholes option-pricing model based on the following assumptions: Expected Volatility: Expected Term: Risk-Free Interest Rate: Expected Dividends: 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 $0.1 million and $0.8 million in cash from employees and directors exercising options during the six months ended June 30, 2015 and 2014, respectively. The intrinsic value of options exercised during the six months ended June 30, 2015 and 2014 was $0.1 million and $1.2 million, respectively. |
Stock Purchase
Stock Purchase | 6 Months Ended |
Jun. 30, 2015 | |
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. There were no such repurchases during the three-month and six-month periods ended June 30, 2015, or the three-month period ended June 30, 2014. |
Pension and Employee Benefit Pl
Pension and Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
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. 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: (Table only in thousands) Three Months Ended Six Months Ended 2015 2014 2015 2014 Pension plan: Service cost $ 59 $ 50 $ 117 $ 100 Interest cost 352 357 706 715 Expected return on plan assets (503 ) (488 ) (1,005 ) (976 ) Amortization of net actuarial loss 64 44 129 88 Net periodic benefit gain $ (28 ) $ (37 ) $ (53 ) $ (73 ) Health care plan: Interest cost $ 2 $ 1 $ 3 $ 3 Amortization of loss (gain) 1 (1 ) 3 (3 ) Net periodic benefit cost (gain) $ 3 $ — $ 6 $ — We made contributions to our defined benefit plans during the six months ended June 30, 2015 and 2014 totaling $0.4 million and $0.9 million, respectively. We anticipate contributing $0.2 million to fund the pension plans and $25,000 for the retiree health care plan during the remainder of 2015. The unfunded liability of the plans of $10.7 million and $11.1 million as of June 30, 2015 and December 31, 2014, respectively, is included in Other Liabilities on our Condensed Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
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 2010. The Company accounts for uncertain tax positions pursuant to ASC Topic 740, “Income Taxes.” As of June 30, 2015 and December 31, 2014, the liability for uncertain tax positions totaled approximately $1.2 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 | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015, due to their short-term nature or variable, market-driven interest rates. At June 30, 2015 and December 31, 2014, we had cash and cash equivalents of $17.1 million and $19.4 million, respectively, of which $9.5 million and $11.7 million, respectively, was held outside of the United States, principally in the Netherlands, China, Great Britain, 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. The contract expired prior to June 30, 2015 and there are no such contracts outstanding as of June 30, 2015. |
Commitments and Contingencies -
Commitments and Contingencies - Legal Matters | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 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 215 cases pending against the Company as of June 30, 2015 (with Connecticut, New York, Pennsylvania and West Virginia having the largest number of cases), as compared with 195 cases that were pending as of December 31, 2014. During the six months ended June 30, 2015, 27 new cases were filed against the Company, and the Company was dismissed from 7 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”), was a defendant in a products liability lawsuit filed in Harris County, Texas on August 23, 2010 by three Valero refining companies. The plaintiffs claimed 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 claimed to have suffered property damages, including catalyst loss, regenerator repair costs, replacement part costs, damage to other property and business interruption loss. During the third quarter of 2014, the Company reached a settlement with the plaintiffs for $0.5 million and, accordingly, recorded a corresponding charge to operations. In addition, the Company reached an agreement with a supplier to recover $0.2 million related to this matter. The recovery was also recorded during the third quarter of 2014. The Company’s insurer, who had paid for the legal defense in this matter, initiated a new case in the Southern District of Ohio against the Company seeking, among other things, recoupment of past legal costs paid. The Company is vigorously disputing this claim and believes the insurer had the duty to defend the Company. On October 3, 2014, Viron International (“Viron”) filed a complaint against us and our subsidiary, the Kirk and Blum Manufacturing Company (“Kirk & Blum”), in the United States District Court for the Western District of Texas (the “Court”) seeking damages against us and Kirk & Blum for alleged breach of contract. After a trial on January 12, 2015, on February 27, 2015, the Court issued Findings of Fact and Conclusions of Law that provide that we and Kirk & Blum breached our contract with Viron and that Viron is entitled to damages in the amount of approximately $0.6 million plus attorneys’ fees. Additionally, the Court concluded that we and Kirk & Blum are not entitled to an offset for the invoiced amounts of $0.2 million not paid by Viron under the contract. The Company is vigorously defending this claim and believes it has complied with the provisions of the contract. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 16. Acquisitions Zhongli On December 15, 2014, the Company acquired 100% of the equity interests of Zhongli for $7.0 million in cash. As additional consideration, the former owners are entitled to earn-out payments based upon a multiple of specified financial results through December 31, 2017. There is no maximum amount of earn-out, under the terms of the purchase agreement. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $17.1 million. During the six months ended June 30, 2015, the Company increased the earn-out by $4.5 million based on the estimated fair value at that date, for a total earn-out payable of $21.6 million at June 30, 2015. The earn-out adjustment is recorded as expense in “Amortization and earn-out expenses” on the Condensed Consolidated Statements of Income. The first year of the estimated earn-out payable of $9.5 million is recorded in “Accounts payable and accrued expenses” and the balance of $12.1 million is recorded in “Other liabilities” on the Condensed Consolidated Balance Sheets. Zhongli is a leader in the design and manufacture of power industry damper, diverter and ball mill systems in China, which complements our Energy Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. (Table only in thousands) Current assets (including cash of $1,025) $ 16,223 Property and equipment 1,477 Goodwill 4,752 Intangible – finite life, net 4,262 Intangible – indefinite life 960 Total assets acquired 27,674 Current liabilities assumed (1,840 ) Deferred tax liabilities (1,739 ) Net assets acquired $ 24,095 Emtrol On November 3, 2014, the Company acquired 100% of the membership interests of Emtrol. The Company paid cash at closing of $31.9 million, which was financed with additional debt. The Company also issued 453,858 shares of the Company’s common stock with an agreed upon value of $6.0 million computed based on the average closing price of the Company’s common stock for the thirty trading days immediately preceding the acquisition date. The shares of common stock issued to the former members contain restrictions on sale or transfer for periods ranging from one to two years from the acquisition date. Accordingly, the fair value of the common stock issued has been determined to be $5.8 million, which reflects the estimated fair value of the shares based on the closing price of the Company’s common stock on the acquisition date and a discount related to the sale and transfer restrictions. Emtrol and its subsidiary are engaged in the business of designing and manufacturing of fluid catalytic cracking and industrial cyclone technology for a variety of industries including the refinery, petrochemical, and chemical sectors, which complements our Air Pollution Control Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. (Table only in thousands) Current assets $ 9,922 Property and equipment 125 Goodwill 24,998 Intangible – finite life, net 12,890 Total assets acquired 47,935 Current liabilities assumed (10,173 ) Net assets acquired $ 37,762 SAT On September 26, 2014, the Company acquired 100% of the stock of SAT for $1.4 million in cash. The Company is holding back $0.2 million of this cash until certain working capital requirements are determined to be met, as defined in the agreement. As additional consideration, the former owners are entitled to earn-out payments upon the achievement of specified financial results through September 30, 2017. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $1.0 million, which is the maximum amount of the earnout. There were no adjustments to fair value of the earn-out at June 30, 2015 or December 31, 2014. The first year of the estimated earn-out payable of $0.3 million is recorded in “Accounts payable and accrued expenses” and the balance of $0.7 million is recorded in “Other liabilities” on the Consolidated Balance Sheets. SAT is a leading provider of volatile organic compounds abatement solutions for the Chinese air pollution control market, which complements our Air Pollution Control Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. (Table only in thousands) Current assets $ 1,679 Property and equipment 10 Goodwill 1,733 Intangible – finite life, net 840 Intangible – indefinite life 260 Total assets acquired 4,522 Current liabilities assumed (1,847 ) Deferred tax liabilities (275 ) Net assets acquired $ 2,400 HEE On August 13, 2014, the Company acquired certain assets and liabilities of HEE for $7.0 million in cash. The Company also issued 34,626 shares of the Company’s common stock with an agreed upon value of $0.5 million computed based on the average closing price of the Company’s common stock for the thirty trading days immediately preceding the acquisition date. The shares of common stock issued to the former owners contain restrictions on sale or transfer for a period of six months from the acquisition date. Accordingly, the fair value of the common stock issued has been determined to be $0.5 million, which reflects the estimated fair value of the shares based on the closing price of the Company’s common stock on the acquisition date and a discount related to the sale and transfer restrictions. As additional consideration, the former owners are entitled to earn-out payments upon the achievement of specified financial results through July 31, 2017. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $2.0 million, which is the maximum amount of the earnout. There were no adjustments to fair value of the earn-out at June 30, 2015 or December 31, 2014. The first year of the estimated earn-out payable of $0.7 million is recorded in “Accounts payable and accrued expenses” and the balance of $1.3 million is recorded in “Other liabilities” on the Consolidated Balance Sheets. HEE is a leading North American designer and manufacturer of scrubbers and fans for the air pollution control market, which complements our Air Pollution Control Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. (Table only in thousands) Current assets $ 913 Property and equipment 158 Goodwill 5,644 Intangible – finite life, net 2,690 Intangible – indefinite life 510 Total assets acquired 9,915 Current liabilities assumed (415 ) Net assets acquired $ 9,500 The approximate fair values of the assets acquired and liabilities assumed related to the above acquisitions 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. Such changes could result in material variances between the Company’s future financial results, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. The following unaudited pro forma information represents the Company’s results of operations as if the HEE, SAT, Emtrol, and Zhongli acquisitions had occurred as of January 1, 2014: (Table only in thousands, except per share data) Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 Net sales $ 88,041 $ 166,611 Net income 5,527 9,582 Earnings per share: Basic $ 0.21 $ 0.37 Diluted $ 0.21 $ 0.36 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, reflect foregone interest income on cash paid for the acquisitions, reflect additional interest expense on debt used to fund 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 | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segment Information | 17. Business Segment Information The Company’s operations are organized and reviewed by management along its product lines and presented in three reportable segments. The results of the segments are reviewed through to the “Income from operations” line on the Condensed Consolidated Statements of Income. Air Pollution Control Segment (“APC”) Our Air Pollution Control Segment is comprised of Adwest, HEE-Duall Air and Odor Technologies, Busch, Emtrol-Buell, Flex-Kleen Dust Collection Technologies, FKI-Emtrol, Kirk & Blum, KB Duct, and SAT. 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 (“Energy”) Our Energy Segment is comprised of Aarding, Effox-Flextor, AVC, and Zhongli. 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 (“FHF”) 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 Six Months Ended 2015 2014 2015 2014 Net Sales (less intra-, inter-segment sales) Air Pollution Control Segment $ 41,798 $ 32,939 $ 83,514 $ 59,687 Energy Segment 27,303 16,835 51,652 32,116 Fluid Handling and Filtration Segment 17,745 16,650 32,939 32,145 Corporate and Other (1) 115 217 (159 ) (137 ) Net sales $ 86,961 $ 66,641 $ 167,946 $ 123,811 (1) Includes adjustment for revenue on intercompany jobs. Three Months Ended Six Months Ended 2015 2014 2015 2014 Income from Operations Air Pollution Control Segment $ 5,140 $ 4,876 $ 9,158 $ 8,742 Energy Segment 215 1,596 635 3,983 Fluid Handling and Filtration Segment 4,431 3,069 7,387 5,740 Corporate and Other (2) (5,074 ) (2,221 ) (8,891 ) (4,956 ) Eliminations (224 ) (132 ) (822 ) (829 ) Income from operations $ 4,488 $ 7,188 $ 7,467 $ 12,680 (2) Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general and administrative corporate expenses. Three Months Ended Six Months Ended 2015 2014 2015 2014 Property and Equipment Additions Air Pollution Control Segment $ 17 $ 132 $ 81 $ 268 Energy Segment 139 33 179 67 Fluid Handling and Filtration Segment 63 119 68 333 Corporate and Other 3 12 13 43 Property and equipment additions $ 222 $ 296 $ 341 $ 711 Three Months Ended Six Months Ended 2015 2014 2015 2014 Depreciation and Amortization Air Pollution Control Segment $ 1,104 $ 383 $ 2,257 $ 778 Energy Segment 760 564 1,431 1,219 Fluid Handling and Filtration Segment 1,590 1,637 3,186 3,325 Corporate and Other 37 35 69 67 Depreciation and Amortization $ 3,491 $ 2,619 $ 6,943 $ 5,389 June 30, December 31, Identifiable Assets Air Pollution Control Segment $ 132,457 $ 133,899 Energy Segment 101,372 91,850 Fluid Handling and Filtration Segment 170,413 172,779 Corporate and Other (3) 12,499 15,837 Identifiable Assets $ 416,741 $ 414,365 (3) Corporate assets primarily consist of cash and income tax related assets. June 30, December 31, Goodwill Air Pollution Control Segment $ 55,033 $ 53,538 Energy Segment 17,060 16,778 Fluid Handling and Filtration Segment 97,231 97,231 Goodwill $ 169,324 $ 167,547 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 June 30, 2015 Less Inter-Segment Sales Total Intra- APC Energy FHF Corp Net Sales to Net Sales Air Pollution Control Segment $ 43,833 $ (1,476 ) $ — $ (559 ) $ — $ — $ 41,798 Energy Segment 29,445 (1,560 ) (582 ) — — — 27,303 Fluid Handling and Filtration Segment 18,459 (699 ) (15 ) — — — 17,745 Corporate and Other (4) — — — — — 115 115 Net Sales $ 91,737 $ (3,735 ) $ (597 ) $ (559 ) $ — $ 115 $ 86,961 Three Months Ended June 30, 2014 Less Inter-Segment Sales Total Intra- APC Energy FHF Corp Net Sales to Net Sales Air Pollution Control Segment $ 35,576 $ (2,461 ) $ — $ (15 ) $ (161 ) $ — $ 32,939 Energy Segment 18,120 (1,284 ) (1 ) — — — 16,835 Fluid Handling and Filtration Segment 17,095 (402 ) (43 ) — — — 16,650 Corporate and Other (4) — — — — — 217 217 Net Sales $ 70,791 $ (4,147 ) $ (44 ) $ (15 ) $ (161 ) $ 217 $ 66,641 Six Months Ended June 30, 2015 Less Inter-Segment Sales Total Intra- APC Energy FHF Corp Net Sales to Net Sales Air Pollution Control Segment $ 87,390 $ (3,283 ) $ — $ (593 ) $ — $ — $ 83,514 Energy Segment 54,526 (2,255 ) (619 ) — — — 51,652 Fluid Handling and Filtration Segment 34,193 (1,151 ) (103 ) — — — 32,939 Corporate and Other (4) — — — — — (159 ) (159 ) Net Sales $ 176,109 $ (6,689 ) $ (722 ) $ (593 ) $ — $ (159 ) $ 167,946 Six Months Ended June 30, 2014 Less Inter-Segment Sales Total Intra- APC Energy FHF Corp Net Sales to Net Sales Air Pollution Control Segment $ 63,660 $ (3,490 ) $ — $ (322 ) $ (161 ) $ — $ 59,687 Energy Segment 34,310 (2,193 ) (1 ) — — — 32,116 Fluid Handling and Filtration Segment 32,935 (747 ) (43 ) — — — 32,145 Corporate and Other (4) — — — — — (137 ) (137 ) Net Sales $ 130,905 $ (6,430 ) $ (44 ) $ (322 ) $ (161 ) $ (137 ) $ 123,811 (4) Includes adjustment for revenue on intercompany jobs. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On May 3, 2015, the Company entered into a definitive merger agreement to acquire PMFG, Inc. (“PMFG”). PMFG is a global provider of engineered equipment for the abatement of air pollution, the separation and filtration of contaminants from gases and liquids, and industrial noise control equipment. Pursuant to the terms of the merger agreement, the Company, through its wholly owned subsidiaries, will acquire all of the outstanding shares of PMFG common stock in a transaction valued at a total of approximately $150 million in the aggregate (equity value), or $6.85 per share. Under the terms of the merger agreement, PMFG’s stockholders may elect to exchange each share of PMFG common stock for either $6.85 in cash and/or shares of our common stock having an equivalent value based on the volume weighted average trading price of our common stock for the 15-trading day period ending on the trading day immediately preceding the closing of the merger, subject to a collar. Elections are subject to proration such that approximately 55% of PMFG’s outstanding shares will be exchanged for stock and 45% for cash. The completion of the merger is subject to customary closing conditions including the approval of the stockholders of both the Company and PMFG. The Company has received a financing commitment from Bank of America Merrill Lynch, as Lead Arranger and Administrative Agent, to increase and amend the Credit Facility to fund the cash portion of the merger consideration. The boards of directors of each of the Company and PMFG have unanimously approved the merger. CECO stockholders who own approximately 15% of the current voting power of the Company have signed voting agreements and irrevocable proxies to vote in favor of the merger. This merger is expected to close in the third quarter of 2015. |
New Financial Accounting Pron25
New Financial Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
New Financial Accounting Pronouncements Adopted | In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” ASU 2015-07 requires investments for which fair value is measured at net asset value per share (or its equivalent) using the practical expedient should not be categorized in the fair value hierarchy as defined under FASB Topic 820, “Fair Value Measurements.” The FASB issued the ASU to eliminate the diversity in practice resulting from the way in which investments measured at net asset value per share (or its equivalent) with future redemption dates are classified, and also to ensure that all investments categorized in the fair value hierarchy are classified using a consistent approach. ASU 2015-07 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The FASB issued the ASU to simplify the presentation of debt issuance costs, and to align with other existing FASB guidance. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | (Table only in thousands) June 30, December 31, Trade receivables $ 11,562 $ 15,875 Contract receivables 55,125 43,218 Allowance for doubtful accounts (920 ) (699 ) $ 65,767 $ 58,394 |
Costs and Estimated Earnings 27
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | Our contracts have various lengths to completion ranging from a few days to several months. We anticipate that a majority of our current contracts will be completed within the next twelve months. (Table only in thousands) June 30, December 31, Costs incurred on uncompleted contracts $ 114,248 $ 97,979 Estimated earnings 29,890 28,328 144,138 126,307 Less billings to date (126,505 ) (116,533 ) $ 17,633 $ 9,774 Included in the accompanying condensed consolidated balance sheets under the following captions: Costs and estimated earnings in excess of billings on uncompleted contracts $ 31,810 $ 24,371 Billings in excess of costs and estimated earnings on uncompleted contracts (14,177 ) (14,597 ) $ 17,633 $ 9,774 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | (Table only in thousands) June 30, December 31, Raw materials $ 18,872 $ 18,848 Work in process 2,342 2,644 Finished goods 2,361 2,492 Obsolescence allowance (823 ) (568 ) $ 22,752 $ 23,416 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill / Tradename | (Table only in thousands) Six months ended Year ended Goodwill / Tradename Goodwill Tradename Goodwill Tradename Beginning balance $ 167,547 $ 19,766 $ 134,062 $ 18,419 Acquisitions and related adjustments 2,488 — 34,638 1,730 Foreign currency translation (711 ) (238 ) (1,153 ) (383 ) $ 169,324 $ 19,528 $ 167,547 $ 19,766 |
Intangible Assets - Finite Life | (Table only in thousands) As of June 30, 2015 As of December 31, 2014 Intangible assets – finite life Cost Accum. Cost Accum. Patents $ 1,456 $ 1,450 $ 1,429 $ 1,427 Employment agreements 647 513 693 433 Technology 7,905 2,786 8,317 2,290 Customer lists 58,024 13,136 58,617 8,959 Noncompetition agreements 1,120 146 1,118 34 Tradename 1,390 91 1,390 23 $ 70,542 $ 18,122 $ 71,564 $ 13,166 |
Summary of Finite Lived Intangible Assets Activities | Activity for the six months ended June 30, 2015 and 2014 is as follows: (Table only in thousands) 2015 2014 Intangible assets – finite life, net at beginning of period $ 58,398 $ 46,611 Amortization expense (5,230 ) (3,593 ) Foreign currency adjustments (748 ) (85 ) Intangible assets – finite life, net at end of period $ 52,420 $ 42,933 |
Accounts Payable and Accrued 30
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | June 30, December 31, Trade accounts payable, including due to subcontractors $ 34,303 $ 31,882 Compensation and related benefits 2,121 2,976 Accrued interest 38 193 Current portion of earn-out liability 13,205 8,738 Accrued warranty 778 936 Other accrued expenses 6,059 6,737 $ 56,504 $ 51,462 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following at June 30, 2015 and December 31, 2014: (Table only in thousands) June 30, December 31, Outstanding borrowings under Credit Facility (defined below). Term loan payable in quarterly principal installments of $2.2 million through September 2016, $2.8 million through September 2017, and $3.3 million thereafter with balance due upon maturity in August 2018. - Term loan $ 85,690 $ 90,072 - U.S. Dollar revolving loans 24,000 24,000 - Multi-currency revolving loans — — - Unamortized debt discount (1,551 ) (1,796 ) Total outstanding borrowings under Credit Facility 108,139 112,276 Outstanding borrowings (U.S. dollar equivalent) under Aarding Facility (defined below) 3,469 — Outstanding borrowings (U.S. dollar equivalent) under Euro-denominated note payable to a bank, payable in quarterly installments of €25 ($28 as of June 30, 2015), plus interest, at a fixed rate of 3.82%, maturing January 2016. Collateralized by the Heerenveen, Netherlands building. 82 152 Total outstanding borrowings 111,690 112,428 Less: current portion 12,317 8,887 Total debt, less current portion $ 99,373 $ 103,541 |
Earnings and Dividends per Sh32
Earnings and Dividends per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [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 and six-month periods ended June 30, 2015 and 2014 are below. For the three-month period ended June 30, 2015 Numerator Denominator Per Share Basic net income and earnings per share $ 2,104 26,284 $ 0.08 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 343 — Diluted earnings and earnings per share $ 2,104 26,627 $ 0.08 For the three-month period ended June 30, 2014 Numerator Denominator Per Share Basic net income and earnings per share $ 4,493 25,644 $ 0.18 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 464 (0.01 ) Diluted earnings and earnings per share $ 4,493 26,108 $ 0.17 For the six-month period ended June 30, 2015 Numerator Denominator Per Share Basic net income and earnings per share $ 2,302 26,277 $ 0.09 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 367 — Diluted earnings and earnings per share $ 2,302 26,644 $ 0.09 For the six-month period ended June 30, 2014 Numerator Denominator Per Share Basic net income and earnings per share $ 7,514 25,625 $ 0.29 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 487 — Diluted earnings and earnings per share $ 7,514 26,112 $ 0.29 |
Pension and Employee Benefit 33
Pension and Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Pension and Employee Benefit Expenses | The components of the expense consisted of the following: (Table only in thousands) Three Months Ended Six Months Ended 2015 2014 2015 2014 Pension plan: Service cost $ 59 $ 50 $ 117 $ 100 Interest cost 352 357 706 715 Expected return on plan assets (503 ) (488 ) (1,005 ) (976 ) Amortization of net actuarial loss 64 44 129 88 Net periodic benefit gain $ (28 ) $ (37 ) $ (53 ) $ (73 ) Health care plan: Interest cost $ 2 $ 1 $ 3 $ 3 Amortization of loss (gain) 1 (1 ) 3 (3 ) Net periodic benefit cost (gain) $ 3 $ — $ 6 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Information of Company's Results of Operations | The following unaudited pro forma information represents the Company’s results of operations as if the HEE, SAT, Emtrol, and Zhongli acquisitions had occurred as of January 1, 2014: (Table only in thousands, except per share data) Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 Net sales $ 88,041 $ 166,611 Net income 5,527 9,582 Earnings per share: Basic $ 0.21 $ 0.37 Diluted $ 0.21 $ 0.36 |
Zhongli [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. (Table only in thousands) Current assets (including cash of $1,025) $ 16,223 Property and equipment 1,477 Goodwill 4,752 Intangible – finite life, net 4,262 Intangible – indefinite life 960 Total assets acquired 27,674 Current liabilities assumed (1,840 ) Deferred tax liabilities (1,739 ) Net assets acquired $ 24,095 |
Emtrol [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. (Table only in thousands) Current assets $ 9,922 Property and equipment 125 Goodwill 24,998 Intangible – finite life, net 12,890 Total assets acquired 47,935 Current liabilities assumed (10,173 ) Net assets acquired $ 37,762 |
SAT Technology, Inc. ("SAT") [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. (Table only in thousands) Current assets $ 1,679 Property and equipment 10 Goodwill 1,733 Intangible – finite life, net 840 Intangible – indefinite life 260 Total assets acquired 4,522 Current liabilities assumed (1,847 ) Deferred tax liabilities (275 ) Net assets acquired $ 2,400 |
HEE [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. (Table only in thousands) Current assets $ 913 Property and equipment 158 Goodwill 5,644 Intangible – finite life, net 2,690 Intangible – indefinite life 510 Total assets acquired 9,915 Current liabilities assumed (415 ) Net assets acquired $ 9,500 |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Net Sales and Income from Operation by Business Segment | The financial segment information is presented in the following table: Three Months Ended Six Months Ended 2015 2014 2015 2014 Net Sales (less intra-, inter-segment sales) Air Pollution Control Segment $ 41,798 $ 32,939 $ 83,514 $ 59,687 Energy Segment 27,303 16,835 51,652 32,116 Fluid Handling and Filtration Segment 17,745 16,650 32,939 32,145 Corporate and Other (1) 115 217 (159 ) (137 ) Net sales $ 86,961 $ 66,641 $ 167,946 $ 123,811 (1) Includes adjustment for revenue on intercompany jobs. Three Months Ended Six Months Ended 2015 2014 2015 2014 Income from Operations Air Pollution Control Segment $ 5,140 $ 4,876 $ 9,158 $ 8,742 Energy Segment 215 1,596 635 3,983 Fluid Handling and Filtration Segment 4,431 3,069 7,387 5,740 Corporate and Other (2) (5,074 ) (2,221 ) (8,891 ) (4,956 ) Eliminations (224 ) (132 ) (822 ) (829 ) Income from operations $ 4,488 $ 7,188 $ 7,467 $ 12,680 (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 Six Months Ended 2015 2014 2015 2014 Property and Equipment Additions Air Pollution Control Segment $ 17 $ 132 $ 81 $ 268 Energy Segment 139 33 179 67 Fluid Handling and Filtration Segment 63 119 68 333 Corporate and Other 3 12 13 43 Property and equipment additions $ 222 $ 296 $ 341 $ 711 Three Months Ended Six Months Ended 2015 2014 2015 2014 Depreciation and Amortization Air Pollution Control Segment $ 1,104 $ 383 $ 2,257 $ 778 Energy Segment 760 564 1,431 1,219 Fluid Handling and Filtration Segment 1,590 1,637 3,186 3,325 Corporate and Other 37 35 69 67 Depreciation and Amortization $ 3,491 $ 2,619 $ 6,943 $ 5,389 June 30, December 31, Identifiable Assets Air Pollution Control Segment $ 132,457 $ 133,899 Energy Segment 101,372 91,850 Fluid Handling and Filtration Segment 170,413 172,779 Corporate and Other (3) 12,499 15,837 Identifiable Assets $ 416,741 $ 414,365 (3) Corporate assets primarily consist of cash and income tax related assets. |
Goodwill | June 30, December 31, Goodwill Air Pollution Control Segment $ 55,033 $ 53,538 Energy Segment 17,060 16,778 Fluid Handling and Filtration Segment 97,231 97,231 Goodwill $ 169,324 $ 167,547 |
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 June 30, 2015 Less Inter-Segment Sales Total Intra- APC Energy FHF Corp Net Sales to Net Sales Air Pollution Control Segment $ 43,833 $ (1,476 ) $ — $ (559 ) $ — $ — $ 41,798 Energy Segment 29,445 (1,560 ) (582 ) — — — 27,303 Fluid Handling and Filtration Segment 18,459 (699 ) (15 ) — — — 17,745 Corporate and Other (4) — — — — — 115 115 Net Sales $ 91,737 $ (3,735 ) $ (597 ) $ (559 ) $ — $ 115 $ 86,961 Three Months Ended June 30, 2014 Less Inter-Segment Sales Total Intra- APC Energy FHF Corp Net Sales to Net Sales Air Pollution Control Segment $ 35,576 $ (2,461 ) $ — $ (15 ) $ (161 ) $ — $ 32,939 Energy Segment 18,120 (1,284 ) (1 ) — — — 16,835 Fluid Handling and Filtration Segment 17,095 (402 ) (43 ) — — — 16,650 Corporate and Other (4) — — — — — 217 217 Net Sales $ 70,791 $ (4,147 ) $ (44 ) $ (15 ) $ (161 ) $ 217 $ 66,641 Six Months Ended June 30, 2015 Less Inter-Segment Sales Total Intra- APC Energy FHF Corp Net Sales to Net Sales Air Pollution Control Segment $ 87,390 $ (3,283 ) $ — $ (593 ) $ — $ — $ 83,514 Energy Segment 54,526 (2,255 ) (619 ) — — — 51,652 Fluid Handling and Filtration Segment 34,193 (1,151 ) (103 ) — — — 32,939 Corporate and Other (4) — — — — — (159 ) (159 ) Net Sales $ 176,109 $ (6,689 ) $ (722 ) $ (593 ) $ — $ (159 ) $ 167,946 Six Months Ended June 30, 2014 Less Inter-Segment Sales Total Intra- APC Energy FHF Corp Net Sales to Net Sales Air Pollution Control Segment $ 63,660 $ (3,490 ) $ — $ (322 ) $ (161 ) $ — $ 59,687 Energy Segment 34,310 (2,193 ) (1 ) — — — 32,116 Fluid Handling and Filtration Segment 32,935 (747 ) (43 ) — — — 32,145 Corporate and Other (4) — — — — — (137 ) (137 ) Net Sales $ 130,905 $ (6,430 ) $ (44 ) $ (322 ) $ (161 ) $ (137 ) $ 123,811 (4) Includes adjustment for revenue on intercompany jobs. |
Basis of Reporting for Consol36
Basis of Reporting for Consolidated Financial Statements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014Acquisition | |
Adjusted Earnings Before Interest Taxes Depreciation And Amortization And Other Non Cash Items [Abstract] | |
Number of acquisitions | 4 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contract receivables | $ 55,125 | $ 43,218 |
Allowance for doubtful accounts | (920) | (699) |
Accounts receivable, Total | 65,767 | 58,394 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 11,562 | $ 15,875 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Receivables [Abstract] | ||||
Provision for doubtful accounts | $ 24 | $ 25 | $ 100 | $ 100 |
Costs and Estimated Earnings 39
Costs and Estimated Earnings on Uncompleted Contracts - Costs and Estimated Earnings on Uncompleted Contracts (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Costs in Excess of Billings on Uncompleted Contracts or Programs [Abstract] | ||
Costs incurred on uncompleted contracts | $ 114,248 | $ 97,979 |
Estimated earnings | 29,890 | 28,328 |
Contract Revenues | 144,138 | 126,307 |
Less billings to date | (126,505) | (116,533) |
Net bills receivable | 17,633 | 9,774 |
Included in the accompanying condensed consolidated balance sheets under the following captions: | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | 31,810 | 24,371 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (14,177) | (14,597) |
Net bills receivable | $ 17,633 | $ 9,774 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory, Net [Abstract] | ||
Raw materials | $ 18,872 | $ 18,848 |
Work in process | 2,342 | 2,644 |
Finished goods | 2,361 | 2,492 |
Obsolescence allowance | (823) | (568) |
Inventory, net | $ 22,752 | $ 23,416 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Inventory Disclosure [Abstract] | ||||
Amounts credited to the allowance for obsolete inventory | $ 100 | $ 200 | $ 256 | $ 308 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 167,547 | $ 134,062 |
Goodwill, acquisitions and related adjustments | 2,488 | 34,638 |
Goodwill, foreign currency translation | (711) | (1,153) |
Goodwill, ending balance | 169,324 | 167,547 |
Tradename, beginning balance | 19,766 | 18,419 |
Tradename, acquisitions and related adjustments | 1,730 | |
Tradename, foreign currency translation | (238) | (383) |
Tradename, ending balance | $ 19,528 | $ 19,766 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets - Intangible Assets - Finite Life (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 70,542 | $ 71,564 |
Accumulated Amortization | 18,122 | 13,166 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,456 | 1,429 |
Accumulated Amortization | 1,450 | 1,427 |
Employment Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 647 | 693 |
Accumulated Amortization | 513 | 433 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 7,905 | 8,317 |
Accumulated Amortization | 2,786 | 2,290 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 58,024 | 58,617 |
Accumulated Amortization | 13,136 | 8,959 |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,120 | 1,118 |
Accumulated Amortization | 146 | 34 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,390 | 1,390 |
Accumulated Amortization | $ 91 | $ 23 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets - Finite Lived Intangible Assets Amortization Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets - finite life, Beginning of period | $ 58,398 | $ 46,611 | ||
Amortization expense | $ (2,600) | $ (1,800) | (5,230) | (3,593) |
Foreign currency adjustments | (748) | (85) | ||
Intangible assets - finite life, End of period | $ 52,420 | $ 42,933 | $ 52,420 | $ 42,933 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Amortization expense of finite life intangible assets | $ 2,600,000 | $ 1,800,000 | $ 5,230,000 | $ 3,593,000 | ||
Amortization expense of finite life intangibles for 2015 | 5,300,000 | 5,300,000 | ||||
Amortization expense of finite life intangibles for 2016 | 9,200,000 | 9,200,000 | ||||
Amortization expense of finite life intangibles for 2017 | 7,900,000 | 7,900,000 | ||||
Amortization expense of finite life intangibles for 2018 | 6,300,000 | 6,300,000 | ||||
Amortization expense of finite life intangibles for 2019 | 5,200,000 | 5,200,000 | ||||
Goodwill | 169,324,000 | 169,324,000 | $ 167,547,000 | $ 134,062,000 | ||
Indefinite-lived intangible assets | 19,528,000 | 19,528,000 | 19,766,000 | 18,419,000 | ||
Definite-lived intangible assets | 52,420,000 | $ 42,933,000 | 52,420,000 | $ 42,933,000 | 58,398,000 | $ 46,611,000 |
Reporting Unit One [Member] | ||||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 77,900,000 | $ 77,900,000 | ||||
Goodwill impairment charges | 0 | |||||
Decrease in projected revenue growth rate | 0.30% | |||||
Decrease in projected operational profit | 0.70% | |||||
Indefinite-lived intangible assets | 6,800,000 | $ 6,800,000 | ||||
Reporting Unit One [Member] | Indefinite-lived Intangible Assets [Member] | ||||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Decrease in projected revenue growth rate | 0.70% | |||||
Reporting Unit Two [Member] | ||||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 13,000,000 | $ 13,000,000 | $ 90,900,000 | |||
Estimated fair value of goodwill exceeds from its carrying value | 3.00% | |||||
Decrease in projected revenue growth rate | 1.00% | |||||
Decrease in projected operational profit | 0.90% | |||||
Indefinite-lived intangible assets | 2,300,000 | $ 2,300,000 | ||||
Indefinite life intangible assets, impairment charges | $ 0 | |||||
Definite-lived intangible assets | $ 24,000,000 | |||||
Reporting Unit Two [Member] | Indefinite-lived Intangible Assets [Member] | ||||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Decrease in projected revenue growth rate | 0.40% | |||||
Three Reporting Units [Member] | ||||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Estimated fair value of goodwill exceeds from its carrying value | 5.00% | |||||
Indefinite-lived intangible assets | $ 900,000 | $ 900,000 | $ 10,000,000 | |||
Three Reporting Units [Member] | Indefinite-lived Intangible Assets [Member] | ||||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Decrease in projected revenue growth rate | 1.60% | |||||
Four Reporting Units [Member] | ||||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 105,400,000 | |||||
Five Reporting Units [Member] | ||||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||||
Indefinite-lived intangible assets | $ 13,500,000 |
Accounts Payable and Accrued 46
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Trade accounts payable, including due to subcontractors | $ 34,303 | $ 31,882 |
Compensation and related benefits | 2,121 | 2,976 |
Accrued interest | 38 | 193 |
Current portion of earn-out liability | 13,205 | 8,738 |
Accrued warranty | 778 | 936 |
Other accrued expenses | 6,059 | 6,737 |
Accounts payable and accrued expenses | $ 56,504 | $ 51,462 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Unamortized debt discount | $ (1,551) | $ (1,796) |
Total outstanding borrowings | 111,690 | 112,428 |
Less: current portion | 12,317 | 8,887 |
Total debt, less current portion | 99,373 | 103,541 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | 85,690 | 90,072 |
US Dollar Borrowings [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | 108,139 | 112,276 |
US Dollar Borrowings [Member] | U.S. Dollar Revolving Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings under Credit Facility | 24,000 | 24,000 |
U S Dollar Euro [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | 82 | $ 152 |
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | US Dollar Borrowings [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | $ 3,469 |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Detail) - Jun. 30, 2015 € in Thousands, $ in Thousands | EUR (€) | USD ($) |
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | $ 28 | |
Term Loan [Member] | Debt Instrument, Redemption, through September 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | $ 2,200 | |
Term loans, year of maturity | 2016-09 | 2016-09 |
Term Loan [Member] | Debt Instrument, Redemption, through September 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | $ 2,800 | |
Term loans, year of maturity | 2017-09 | 2017-09 |
Term Loan [Member] | Debt Instrument, Redemption, through August 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | $ 3,300 | |
Term loans, year of maturity | 2018-08 | 2018-08 |
U S Dollar Euro [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | € | € 25 | |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.82% | 3.82% |
Term loans, year of maturity | 2016-01 | 2016-01 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015EUR (€) | Jun. 30, 2015USD ($) | Dec. 31, 2014EUR (€) | Dec. 31, 2014USD ($) | Nov. 18, 2014USD ($) | Aug. 27, 2013USD ($) | Aug. 17, 2012EUR (€) | |
Line of Credit Facility [Line Items] | |||||||||||
Increased credit facility commitment for either revolving credit facility or term loan facility | $ 50,000,000 | ||||||||||
Unused credit availability under credit facility | $ 72,700,000 | $ 71,500,000 | |||||||||
Weighted average interest rate on outstanding borrowings | 2.73% | 2.73% | 2.24% | 2.24% | |||||||
Maximum consolidated leverage ratio | 3.25 | 3.25 | |||||||||
Minimum fixed charge coverage ratio | 1.25 | ||||||||||
Increased interest rate of loan due to default | 2.00% | 2.00% | |||||||||
Other expenses for credit agreement | $ 3,100,000 | ||||||||||
Capitalized deferred financing costs | 500,000 | $ 500,000 | |||||||||
Unamortized debt discount | (1,551,000) | (1,796,000) | |||||||||
Amortization expense | $ 100,000 | $ 200,000 | $ 200,000 | $ 300,000 | |||||||
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Facilities agreement, amount | € | € 10,500,000 | ||||||||||
Maximum debt as proportion of EBITDA | 3 | ||||||||||
Federal Funds Rate [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
One-Month LIBOR [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Bank Overdrafts [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount outstanding under the credit facilities | € 3,100,000 | $ 3,500,000 | € 0 | 0 | |||||||
Weighted average interest rate on outstanding borrowings | 1.95% | 1.95% | |||||||||
Facilities agreement, amount | € | € 3,500,000 | ||||||||||
Debt instrument variable interest rate description | Three months Euribor plus 195 basis points | ||||||||||
Term Loan [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount outstanding under the credit facilities | $ 65,000,000 | ||||||||||
Increased credit facility commitment for either revolving credit facility or term loan facility | 35,000,000 | ||||||||||
Term Loan [Member] | Met-Pro Corporation [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount outstanding under the credit facilities | 65,000,000 | ||||||||||
U.S. Dollar Revolving Loans [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount outstanding under the credit facilities | 70,500,000 | ||||||||||
Increased credit facility commitment for either revolving credit facility or term loan facility | $ 15,000,000 | ||||||||||
U.S. Dollar Revolving Loans [Member] | Met-Pro Corporation [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount outstanding under the credit facilities | 52,000,000 | ||||||||||
Multi-currency Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount outstanding under the credit facilities | $ 19,500,000 | ||||||||||
Letters of Credit [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount outstanding under the credit facilities | $ 8,300,000 | 9,500,000 | |||||||||
Bank Guarantees [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate principal amount outstanding under the credit facilities | € 6,800,000 | $ 7,500,000 | € 5,500,000 | $ 6,700,000 | |||||||
Weighted average interest rate on outstanding borrowings | 2.65% | 2.65% | |||||||||
Facilities agreement, amount | € | € 7,000,000 | ||||||||||
Debt instrument variable interest rate description | Three months Euribor plus 265 basis points | ||||||||||
Minimum [Member] | Cross Currency Interest Rate Contract [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 1.50% | ||||||||||
Minimum [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Borrowers solvency ratio | 30.00% | ||||||||||
Minimum [Member] | Base Rate [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Maximum [Member] | Cross Currency Interest Rate Contract [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 2.50% | ||||||||||
Maximum [Member] | Base Rate [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate | 1.50% |
Earnings and Dividends per Sh50
Earnings and Dividends per Share - Number of Shares Outstanding for Calculation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Basic net income and earnings per share, Numerator (Income) | $ 2,104 | $ 4,493 | $ 2,302 | $ 7,514 |
Common stock equivalents arising from stock options and employee stock purchase plan, Numerator (Income) | 0 | 0 | 0 | 0 |
Diluted earnings (loss) and earnings (loss) per share, Numerator (Income) | $ 2,104 | $ 4,493 | $ 2,302 | $ 7,514 |
Basic net income and earnings per share, Denominator (Shares) | 26,283,529 | 25,643,508 | 26,277,456 | 25,625,033 |
Common stock equivalents arising from stock options and employee stock purchase plan, Denominator (Shares) | 343,000 | 464,000 | 367,000 | 487,000 |
Diluted earnings and earnings per share, Denominator (Shares) | 26,627,051 | 26,107,648 | 26,643,857 | 26,111,683 |
Basic net income and earnings per share, Per Share Amount | $ 0.08 | $ 0.18 | $ 0.09 | $ 0.29 |
Common stock equivalents arising from stock options and employee stock purchase plan, Per Share Amount | (0.01) | |||
Diluted earnings and earnings per share, Per Share Amount | $ 0.08 | $ 0.17 | $ 0.09 | $ 0.29 |
Earnings and Dividends per Sh51
Earnings and Dividends per Share - Additional Information (Detail) - $ / shares | Jun. 26, 2015 | Jun. 30, 2015 | Jun. 30, 2015 |
Earnings And Dividends Per Share [Abstract] | |||
Shares not included in computation of diluted Earning per share | 1,200,000 | 1,200,000 | |
Non forfeitable dividend rights with holders of common stock | One-for-one basis | ||
Number of unvested restricted stock awards outstanding that are expected not to vest | 0 | 0 | |
Common Stock, dividends, per share, declared | $ 0.066 | ||
Common Stock, dividends, per share, Paid | $ 0.066 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Recognized share-based compensation awards | $ 0.4 | $ 0.4 | $ 0.9 | $ 0.8 |
Weighted-average fair value of stock options granted | $ 7.15 | $ 6.94 | ||
Expected Volatility Rate | 54.00% | 56.00% | ||
Expected Term Period | 6 years 6 months | 6 years 2 months 12 days | ||
Risk-Free Interest Rate | 2.00% | 2.20% | ||
Expected dividend rate | 1.60% | 1.60% | ||
Cash received from employees and directors stock option exercised | $ 0.1 | $ 0.8 | ||
Intrinsic value of option exercised | $ 0.1 | $ 1.2 |
Stock Purchase - Additional Inf
Stock Purchase - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Equity [Line Items] | |||||
Repurchased shares of common stock | 0 | 0 | 61,500 | 0 | |
Repurchased common stock value | $ 973 | ||||
Former Director [Member] | |||||
Equity [Line Items] | |||||
Repurchased common stock value | $ 1,000 |
Pension and Employee Benefit 54
Pension and Employee Benefit Plans - Components of Pension and Employee Benefit Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 59 | $ 50 | $ 117 | $ 100 |
Interest cost | 352 | 357 | 706 | 715 |
Expected return on plan assets | (503) | (488) | (1,005) | (976) |
Amortization of net actuarial loss | 64 | 44 | 129 | 88 |
Net periodic benefit cost (gain) | (28) | (37) | (53) | (73) |
Health Care Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 2 | 1 | 3 | 3 |
Amortization of loss (gain) | 1 | $ (1) | 3 | $ (3) |
Net periodic benefit cost (gain) | $ 3 | $ 6 |
Pension and Employee Benefit 55
Pension and Employee Benefit Plans - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan contributions | $ 400,000 | $ 900,000 | |
Unfunded liability plans | 10,700,000 | $ 11,100,000 | |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Anticipated contribution to fund the pension plan during the reminder of the fiscal year | 200,000 | ||
Health Care Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Anticipated contribution to fund the pension plan during the reminder of the fiscal year | $ 25,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Liability for uncertain tax positions totaled | $ 1.2 | $ 1.2 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Fair Value Of Financial Instruments [Line Items] | |||||
Cash and cash equivalents | $ 17,089 | $ 19,362 | $ 17,788 | $ 22,661 | |
Cash held internationally, principally in Netherlands, China, Great Britain, and Canada | $ 9,500 | $ 11,700 | |||
Foreign Exchange Contract [Member] | |||||
Fair Value Of Financial Instruments [Line Items] | |||||
U.S. dollar-denominated transaction total | $ 5,500 |
Commitments and Contingencies58
Commitments and Contingencies - Additional Information (Detail) | Oct. 03, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2015USD ($)Cases | Jun. 30, 2015USD ($)Cases | Dec. 31, 2014Cases |
Commitments and Contingencies Disclosure [Abstract] | |||||
Cumulative settlement payments for cases involving asbestos-related claims | $ 500,000 | $ 700,000 | |||
Average cost per settled claim excluding legal fees | $ 25,000 | $ 25,000 | |||
Number of claims pending | Cases | 215 | 215 | 195 | ||
Number of new cases filed | Cases | 27 | ||||
Number of cases dismissed | Cases | 7 | ||||
Number of cases settled | Cases | 0 | ||||
Settlement recovering expense | $ 200,000 | ||||
Loss amount awarded for damage | $ 600,000 | ||||
Loss amount not paid under the contract | $ 200,000 | ||||
Loss contingency settlement terms | After a trial on January 12, 2015, on February 27, 2015, the Court issued Findings of Fact and Conclusions of Law that provide that we and Kirk & Blum breached our contract with Viron and that Viron is entitled to damages in the amount of approximately $0.6 million plus attorneys' fees. Additionally, the Court concluded that we and Kirk & Blum are not entitled to an offset for the invoiced amounts of $0.2 million not paid by Viron under the contract. | ||||
Assessment regarding Loss contingency impact Description | We are not aware of pending claims or assessments, other than as described above, which may have a material adverse impact on our liquidity, financial position, results of operations, or cash flows. |
Acquisitions (Zhongli) - Additi
Acquisitions (Zhongli) - Additional Information (Detail) - Zhongli [Member] - USD ($) | Dec. 15, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Equity interests acquired | 100.00% | ||
Consideration paid in cash for acquisition | $ 7,000,000 | ||
Earn out payment upon attainment of specified financial targets through December 31, 2017 | 0 | ||
Earn out expenses | $ 17,100,000 | $ 4,500,000 | |
First year estimated earn-out payable | 9,500,000 | $ 9,500,000 | |
Remainder of estimated earn-out payable | 12,100,000 | $ 12,100,000 | |
Total earn-out payable | $ 21,600,000 |
Acquisitions - Fair Values of A
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Zhongli (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Goodwill | $ 169,324 | $ 167,547 | $ 134,062 |
Zhongli [Member] | |||
Business Acquisition [Line Items] | |||
Current assets (including cash of $1,025) | 16,223 | ||
Property and equipment | 1,477 | ||
Goodwill | 4,752 | ||
Intangible - finite life, net | 4,262 | ||
Intangible - indefinite life | 960 | ||
Total assets acquired | 27,674 | ||
Current liabilities assumed | (1,840) | ||
Deferred tax liabilities | (1,739) | ||
Net assets acquired | $ 24,095 |
Acquisitions - Fair Values of61
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Zhongli (Parenthetical) (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Zhongli [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 1,025 |
Acquisitions (Emtrol) - Additio
Acquisitions (Emtrol) - Additional Information (Detail) - Emtrol [Member] - USD ($) $ in Millions | Nov. 03, 2014 | Nov. 02, 2014 |
Business Acquisition [Line Items] | ||
Membership interest acquired | 100.00% | |
Consideration paid in cash for acquisition | $ 31.9 | |
Shares issued for acquired subsidiary | 453,858 | |
Trading day period | 30 days | |
Value assigned to the equity issued | $ 5.8 | $ 6 |
Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Restrictions on sale or transfer for periods range | 1 year | |
Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Restrictions on sale or transfer for periods range | 2 years |
Acquisitions - Fair Values of63
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Emtrol (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Goodwill | $ 169,324 | $ 167,547 | $ 134,062 |
Emtrol [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | 9,922 | ||
Property and equipment | 125 | ||
Goodwill | 24,998 | ||
Intangible - finite life, net | 12,890 | ||
Total assets acquired | 47,935 | ||
Current liabilities assumed | (10,173) | ||
Net assets acquired | $ 37,762 |
Acquisitions (SAT) - Additional
Acquisitions (SAT) - Additional Information (Detail) - SAT Technology, Inc. ("SAT") [Member] - USD ($) | Sep. 26, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Equity interests acquired | 100.00% | ||
Cash paid on acquisition | $ 1,400,000 | ||
Cash held back | 200,000 | ||
Earn out expenses | $ 1,000,000 | $ 0 | $ 0 |
First year estimated earn-out payable | 300,000 | ||
Remainder of estimated earn-out payable | $ 700,000 |
Acquisitions - Fair Values of65
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - SATTi (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Goodwill | $ 169,324 | $ 167,547 | $ 134,062 |
SAT Technology, Inc. ("SAT") [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | 1,679 | ||
Property and equipment | 10 | ||
Goodwill | 1,733 | ||
Intangible - finite life, net | 840 | ||
Intangible - indefinite life | 260 | ||
Total assets acquired | 4,522 | ||
Current liabilities assumed | (1,847) | ||
Deferred tax liabilities | (275) | ||
Net assets acquired | $ 2,400 |
Acquisitions (HEE) - Additional
Acquisitions (HEE) - Additional Information (Detail) - HEE [Member] - USD ($) | Aug. 13, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Cash paid on acquisition | $ 7,000,000 | ||
Company's common stock | 34,626 | ||
Fair value of common stock issued | $ 500,000 | ||
Earn out expenses | $ 2,000,000 | $ 0 | $ 0 |
Trading day period | 30 days | ||
Restrictions on sale or transfer for periods range | 6 months | ||
First year estimated earn-out payable | 700,000 | ||
Remainder of estimated earn-out payable | $ 1,300,000 | ||
Thirty Trading Days [Member] | |||
Business Acquisition [Line Items] | |||
Fair value of common stock issued | $ 500,000 |
Acquisitions - Fair Values of67
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - HEE (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Goodwill | $ 169,324 | $ 167,547 | $ 134,062 |
HEE [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | 913 | ||
Property and equipment | 158 | ||
Goodwill | 5,644 | ||
Intangible - finite life, net | 2,690 | ||
Intangible - indefinite life | 510 | ||
Total assets acquired | 9,915 | ||
Current liabilities assumed | (415) | ||
Net assets acquired | $ 9,500 |
Acquisitions - Information of C
Acquisitions - Information of Company's Results of Operations (Detail) - Jun. 30, 2014 - USD ($) $ / shares in Units, $ in Thousands | Total | Total |
Business Acquisition, Pro Forma Information [Abstract] | ||
Net sales | $ 88,041 | $ 166,611 |
Net income | $ 5,527 | $ 9,582 |
Earnings per share: | ||
Basic | $ 0.21 | $ 0.37 |
Diluted | $ 0.21 | $ 0.36 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2015Segment | |
CECO Group, Inc. [Member] | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 3 |
Business Segment Information 70
Business Segment Information - Net Sales and Income from Operation by Business Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 86,961 | $ 66,641 | $ 167,946 | $ 123,811 |
Income from operations | 4,488 | 7,188 | 7,467 | 12,680 |
Air Pollution Control Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 41,798 | 32,939 | 83,514 | 59,687 |
Income from operations | 5,140 | 4,876 | 9,158 | 8,742 |
Energy Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 27,303 | 16,835 | 51,652 | 32,116 |
Income from operations | 215 | 1,596 | 635 | 3,983 |
Fluid Handling and Filtration Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 17,745 | 16,650 | 32,939 | 32,145 |
Income from operations | 4,431 | 3,069 | 7,387 | 5,740 |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 115 | 217 | (159) | (137) |
Income from operations | (5,074) | (2,221) | (8,891) | (4,956) |
Inter-segment Elimination [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (3,735) | (4,147) | (6,689) | (6,430) |
Income from operations | (224) | (132) | (822) | (829) |
Inter-segment Elimination [Member] | Air Pollution Control Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (1,476) | (2,461) | (3,283) | (3,490) |
Inter-segment Elimination [Member] | Energy Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (1,560) | (1,284) | (2,255) | (2,193) |
Inter-segment Elimination [Member] | Fluid Handling and Filtration Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ (699) | $ (402) | $ (1,151) | $ (747) |
Business Segment Information 71
Business Segment Information - Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Property and equipment additions | $ 222 | $ 296 | $ 341 | $ 711 | |
Depreciation and amortization | 3,491 | 2,619 | 6,943 | 5,389 | |
Identifiable Assets | 416,741 | 416,741 | $ 414,365 | ||
Air Pollution Control Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Property and equipment additions | 17 | 132 | 81 | 268 | |
Depreciation and amortization | 1,104 | 383 | 2,257 | 778 | |
Identifiable Assets | 132,457 | 132,457 | 133,899 | ||
Energy Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Property and equipment additions | 139 | 33 | 179 | 67 | |
Depreciation and amortization | 760 | 564 | 1,431 | 1,219 | |
Identifiable Assets | 101,372 | 101,372 | 91,850 | ||
Fluid Handling and Filtration Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Property and equipment additions | 63 | 119 | 68 | 333 | |
Depreciation and amortization | 1,590 | 1,637 | 3,186 | 3,325 | |
Identifiable Assets | 170,413 | 170,413 | 172,779 | ||
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Property and equipment additions | 3 | 12 | 13 | 43 | |
Depreciation and amortization | 37 | $ 35 | 69 | $ 67 | |
Identifiable Assets | $ 12,499 | $ 12,499 | $ 15,837 |
Business Segment Information 72
Business Segment Information - Goodwill (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill | |||
Goodwill | $ 169,324 | $ 167,547 | $ 134,062 |
Air Pollution Control Segment [Member] | |||
Goodwill | |||
Goodwill | 55,033 | 53,538 | |
Energy Segment [Member] | |||
Goodwill | |||
Goodwill | 17,060 | 16,778 | |
Fluid Handling and Filtration Segment [Member] | |||
Goodwill | |||
Goodwill | $ 97,231 | $ 97,231 |
Business Segment Information 73
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 86,961 | $ 66,641 | $ 167,946 | $ 123,811 |
Air Pollution Control Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 41,798 | 32,939 | 83,514 | 59,687 |
Energy Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 27,303 | 16,835 | 51,652 | 32,116 |
Fluid Handling and Filtration Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 17,745 | 16,650 | 32,939 | 32,145 |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 115 | 217 | (159) | (137) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 91,737 | 70,791 | 176,109 | 130,905 |
Operating Segments [Member] | Air Pollution Control Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 43,833 | 35,576 | 87,390 | 63,660 |
Operating Segments [Member] | Energy Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 29,445 | 18,120 | 54,526 | 34,310 |
Operating Segments [Member] | Fluid Handling and Filtration Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 18,459 | 17,095 | 34,193 | 32,935 |
Inter-segment Elimination [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (3,735) | (4,147) | (6,689) | (6,430) |
Inter-segment Elimination [Member] | Air Pollution Control Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (597) | (44) | (722) | (44) |
Inter-segment Elimination [Member] | Energy Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (559) | (15) | (593) | (322) |
Inter-segment Elimination [Member] | Fluid Handling and Filtration Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (161) | (161) | ||
Inter-segment Elimination [Member] | Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 115 | 217 | (159) | (137) |
Inter-segment Elimination [Member] | Air Pollution Control Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (1,476) | (2,461) | (3,283) | (3,490) |
Inter-segment Elimination [Member] | Air Pollution Control Segment [Member] | Energy Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (559) | (15) | (593) | (322) |
Inter-segment Elimination [Member] | Air Pollution Control Segment [Member] | Fluid Handling and Filtration Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (161) | (161) | ||
Inter-segment Elimination [Member] | Energy Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (1,560) | (1,284) | (2,255) | (2,193) |
Inter-segment Elimination [Member] | Energy Segment [Member] | Air Pollution Control Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (582) | (1) | (619) | (1) |
Inter-segment Elimination [Member] | Fluid Handling and Filtration Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (699) | (402) | (1,151) | (747) |
Inter-segment Elimination [Member] | Fluid Handling and Filtration Segment [Member] | Air Pollution Control Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (15) | (43) | (103) | (43) |
Inter-segment Elimination [Member] | Corporate and Other [Member] | Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 115 | $ 217 | $ (159) | $ (137) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - May. 03, 2015 - PMFG, Inc. [Member] - USD ($) $ / shares in Units, $ in Millions | Total |
Subsequent Event [Line Items] | |
Purchase price of acquired entity | $ 150 |
Purchase price per share of acquired entity | $ 6.85 |
Number of trading period considered for computing share price of reporting entity | 15 days |
Percentage of shares exchanged for cash of acquired entity | 45.00% |
Percentage of shares exchanged for stock of acquired entity | 55.00% |
Percentage of shareholder voted in favor of business acquisition transaction | 15.00% |