Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 07, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CECE | ||
Entity Registrant Name | CECO ENVIRONMENTAL CORP | ||
Entity Central Index Key | 3,197 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 33,066,748 | ||
Entity Public Float | $ 252 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 34,194 | $ 18,162 |
Restricted cash | 5,319 | 1,200 |
Accounts receivable, net | 97,778 | 58,394 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 43,175 | 24,371 |
Inventories, net | 32,509 | 23,416 |
Prepaid expenses and other current assets | 9,058 | 9,046 |
Prepaid income taxes | 4,724 | 4,190 |
Assets held for sale | 1,699 | 4,188 |
Total current assets | 228,456 | 142,967 |
Property, plant and equipment, net | 44,981 | 18,961 |
Goodwill | 220,163 | 165,861 |
Intangible assets – finite life, net | 74,957 | 58,398 |
Intangible assets – indefinite life | 26,337 | 19,766 |
Deferred income tax asset, net | 3,003 | |
Deferred charges and other assets | 3,925 | 3,151 |
Total assets | 598,819 | 412,107 |
Current liabilities: | ||
Current portion of debt | 19,494 | 8,887 |
Accounts payable and accrued expenses | 99,097 | 53,819 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 28,000 | 14,728 |
Income taxes payable | 1,582 | 405 |
Total current liabilities | 148,173 | 77,839 |
Other liabilities | 30,072 | 27,884 |
Debt, less current portion | 157,834 | 102,969 |
Deferred income tax liability, net | 17,719 | 22,191 |
Total liabilities | $ 353,798 | $ 230,883 |
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, 34,055,749 and 26,404,869 shares issued in 2015 and 2014, respectively | $ 340 | $ 264 |
Capital in excess of par value | 243,274 | 168,886 |
Accumulated earnings | 5,472 | 19,051 |
Accumulated other comprehensive loss | (9,577) | (6,621) |
Stockholders' equity before treasury stock | 239,509 | 181,580 |
Less treasury stock, at cost, 137,920 shares in 2015 and 2014 | (356) | (356) |
Total CECO shareholders’ equity | 239,153 | 181,224 |
Noncontrolling interest | 5,868 | |
Total shareholders’ equity | 245,021 | 181,224 |
Total liabilities and shareholders' equity | $ 598,819 | $ 412,107 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 34,055,749 | 26,404,869 |
Treasury stock, shares | 137,920 | 137,920 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Net sales | $ 367,422 | $ 263,217 | $ 197,317 |
Cost of sales | 258,251 | 178,394 | 135,762 |
Gross profit | 109,171 | 84,823 | 61,555 |
Selling and administrative expenses | 67,329 | 51,440 | 37,098 |
Acquisition and integration expenses | 7,940 | 1,269 | 7,224 |
Amortization and earn out expenses | 25,613 | 10,151 | 6,761 |
Intangible asset impairment | 3,340 | ||
Legal reserves | 300 | 3,500 | |
Income from operations | 4,949 | 21,663 | 6,972 |
Other (expense) income, net | (2,081) | (2,311) | 982 |
Interest expense | (5,964) | (3,138) | (1,499) |
(Loss) income before income taxes | (3,096) | 16,214 | 6,455 |
Income tax expense (benefit) | 2,638 | 3,137 | (102) |
Net (loss) income | (5,734) | 13,077 | 6,557 |
Less net loss attributable to noncontrolling interest | (132) | ||
Net (loss) income attributable to CECO Environmental Corp. | $ (5,602) | $ 13,077 | $ 6,557 |
(Loss) earnings per share: | |||
Basic | $ (0.19) | $ 0.51 | $ 0.33 |
Diluted | $ (0.19) | $ 0.50 | $ 0.32 |
Weighted average number of common shares outstanding: | |||
Basic | 28,791,662 | 25,750,972 | 20,116,991 |
Diluted | 28,791,662 | 26,196,901 | 20,719,951 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ (5,734) | $ 13,077 | $ 6,557 |
Other comprehensive (loss) income, net of tax: | |||
Translation loss | (2,664) | (1,597) | (22) |
Minimum pension/postretirement liability adjustment | (292) | (4,052) | 1,362 |
Comprehensive (loss) income | (8,690) | 7,428 | 7,897 |
Net loss attributable to noncontrolling interest | (132) | ||
Comprehensive (loss) income attributable to CECO Environmental Corp. | $ (8,558) | $ 7,428 | $ 7,897 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | CECO | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2012 | $ 61,994 | $ 171 | $ 54,800 | $ 9,691 | $ (2,312) | $ (356) | $ 61,994 | |
Beginning Balance, Shares at Dec. 31, 2012 | 17,096,000 | (138,000) | ||||||
Net (loss) income | 6,557 | 6,557 | 6,557 | |||||
Common stock dividends | (4,337) | (4,337) | (4,337) | |||||
Exercise of stock options and dividend reinvestment issuances | $ 1,364 | $ 3 | 1,361 | 1,364 | ||||
Exercise of stock options and dividend reinvestment issuances, Shares | 316,000 | 316,000 | ||||||
Share based compensation earned | $ 1,100 | 1,100 | 1,100 | |||||
Share based compensation earned, Shares | 3,000 | |||||||
Stock repurchase and retirement | (2,365) | $ (2) | (2,363) | (2,365) | ||||
Stock repurchase and retirement, Shares | (180,000) | |||||||
Stock issued for acquisitions | 104,753 | $ 85 | 104,668 | 104,753 | ||||
Stock issued for acquisitions, Shares | 8,490,000 | |||||||
Minimum pension/postretirement liability adjustment | 1,362 | 1,362 | 1,362 | |||||
Translation (loss) gain | (22) | (22) | (22) | |||||
Ending Balance at Dec. 31, 2013 | 170,406 | $ 257 | 159,566 | 11,911 | (972) | $ (356) | 170,406 | |
Ending Balance, Shares at Dec. 31, 2013 | 25,725,000 | (138,000) | ||||||
Translation (loss) gain, beginning balance at Dec. 31, 2012 | (124) | |||||||
Translation (loss) gain, ending balance at Dec. 31, 2013 | (146) | |||||||
Minimum pension/post retirement liability adjustment beginning balance at Dec. 31, 2012 | (2,188) | |||||||
Minimum pension/post retirement liability adjustment, ending balance at Dec. 31, 2013 | (826) | |||||||
Accumulated other comprehensive loss, beginning balance at Dec. 31, 2012 | (2,312) | |||||||
Accumulated other comprehensive loss, activity | 1,340 | |||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2013 | (972) | |||||||
Net (loss) income | 13,077 | 13,077 | 13,077 | |||||
Common stock dividends | (5,937) | (5,937) | (5,937) | |||||
Exercise of stock options and dividend reinvestment issuances | $ 1,383 | $ 3 | 1,380 | 1,383 | ||||
Exercise of stock options and dividend reinvestment issuances, Shares | 239,000 | 247,000 | ||||||
Excess tax benefit from stock options exercised | $ 923 | 923 | 923 | |||||
Share based compensation earned | 1,659 | 1,659 | 1,659 | |||||
Share based compensation earned, Shares | 7,000 | |||||||
Stock repurchase and retirement | (973) | $ (1) | (972) | (973) | ||||
Stock repurchase and retirement, Shares | (61,500) | |||||||
Stock issued for acquisitions | 6,335 | $ 5 | 6,330 | 6,335 | ||||
Stock issued for acquisitions, Shares | 488,000 | |||||||
Minimum pension/postretirement liability adjustment | (4,052) | (4,052) | (4,052) | |||||
Translation (loss) gain | (1,597) | (1,597) | (1,597) | |||||
Ending Balance at Dec. 31, 2014 | 181,224 | $ 264 | 168,886 | 19,051 | (6,621) | $ (356) | 181,224 | |
Ending Balance, Shares at Dec. 31, 2014 | 26,405,000 | (138,000) | ||||||
Translation (loss) gain, ending balance at Dec. 31, 2014 | (1,743) | |||||||
Minimum pension/post retirement liability adjustment, ending balance at Dec. 31, 2014 | (4,878) | |||||||
Accumulated other comprehensive loss, activity | (5,649) | |||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2014 | (6,621) | |||||||
Net (loss) income | (5,734) | (5,602) | (5,602) | $ (132) | ||||
Common stock dividends | (7,977) | (7,977) | (7,977) | |||||
Exercise of stock options and dividend reinvestment issuances | $ 205 | 205 | 205 | |||||
Exercise of stock options and dividend reinvestment issuances, Shares | 30,000 | 36,000 | ||||||
Excess tax benefit from stock options exercised | $ 44 | 44 | 44 | |||||
Share based compensation earned | 2,070 | 2,070 | 2,070 | |||||
Share based compensation earned, Shares | 13,000 | |||||||
Stock repurchase and retirement, Shares | 0 | |||||||
Stock issued for acquisitions | 72,145 | $ 76 | 72,069 | 72,145 | ||||
Stock issued for acquisitions, Shares | 7,602,000 | |||||||
Minimum pension/postretirement liability adjustment | (292) | (292) | (292) | |||||
Translation (loss) gain | (2,664) | (2,664) | (2,664) | |||||
Ending Balance at Dec. 31, 2015 | 245,021 | $ 340 | $ 243,274 | $ 5,472 | $ (9,577) | $ (356) | $ 239,153 | 5,868 |
Ending Balance, Shares at Dec. 31, 2015 | 34,056,000 | (138,000) | ||||||
Fair value of noncontrolling interest acquired | 6,000 | $ 6,000 | ||||||
Translation (loss) gain, ending balance at Dec. 31, 2015 | (4,407) | |||||||
Minimum pension/post retirement liability adjustment, ending balance at Dec. 31, 2015 | (5,170) | |||||||
Accumulated other comprehensive loss, activity | (2,956) | |||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2015 | $ (9,577) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Stockholders Equity [Abstract] | |||
Adjustment for minimum pension/post retirement liability, tax | $ (178) | $ (2,483) | $ 870 |
Translation (loss) gain, tax | $ (382) | $ (427) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (5,734) | $ 13,077 | $ 6,557 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 16,520 | 11,268 | 6,647 |
Unrealized foreign currency loss (gain) | 2,364 | 2,883 | (1,132) |
Impairment of intangible assets | 3,340 | ||
Fair value adjustments to earnout liabilities | 11,222 | ||
Non-cash interest expense | 1,062 | 561 | 304 |
Loss (gain) on sale of property and equipment | 397 | (62) | (97) |
Share based compensation expense | 2,070 | 1,659 | 1,100 |
Bad debt expense | 702 | 299 | 99 |
Inventory reserve expense (benefit) | 680 | 566 | (105) |
Excess tax benefit from stock options exercised | (44) | (923) | |
Deferred income tax (benefit) expense | (3,488) | (4,106) | 1,126 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (15,605) | 2,492 | 2,753 |
Inventories | (3,477) | 1,993 | 1,680 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 4,447 | (6,625) | (941) |
Prepaid expenses and other current assets | 3,132 | 1,500 | 1,894 |
Deferred charges and other assets | (191) | 789 | 567 |
Accounts payable and accrued expenses | (8,582) | 2,867 | 4,472 |
Accrued litigation settlement | (2,536) | ||
Billings in excess of costs and estimated earnings on uncompleted contracts | 4,324 | (2,169) | (2,147) |
Income taxes payable | 1,166 | (1,164) | (134) |
Other liabilities | (1,668) | (4,704) | 1,538 |
Net cash provided by operating activities | 12,637 | 17,665 | 24,181 |
Cash flows from investing activities: | |||
Acquisitions of property and equipment | (763) | (1,151) | (1,377) |
Cash paid for acquisitions, net of cash acquired | (37,481) | (44,399) | (104,432) |
Net proceeds from sale of assets | 3,205 | 7,738 | 215 |
Net cash used in investing activities | (35,039) | (37,812) | (105,594) |
Cash flows from financing activities: | |||
Decrease (increase) in restricted cash | 481 | (500) | |
Net (repayments) borrowings on revolving credit lines | (10,727) | (2,909) | 3,366 |
Borrowings of long-term debt | 170,000 | 35,000 | 100,000 |
Repayments of long-term debt | (107,695) | (8,867) | (14,218) |
Deferred financing fees paid | (2,923) | (370) | (2,730) |
Earnout payments | (2,488) | (1,402) | |
Proceeds from employee stock purchase plan and exercise of stock options | 205 | 1,383 | 1,364 |
Cash paid for repurchase of common shares | (973) | (2,365) | |
Excess tax benefit from stock options exercised | 44 | 923 | |
Dividends paid to common shareholders | (7,977) | (5,937) | (4,337) |
Net cash provided by financing activities | 38,920 | 16,348 | 81,080 |
Effect of exchange rate changes on cash and cash equivalents | (486) | ||
Net increase (decrease) in cash and cash equivalents | 16,032 | (3,799) | (333) |
Cash and cash equivalents at beginning of year | 18,162 | 21,961 | 22,294 |
Cash and cash equivalents at end of year | 34,194 | 18,162 | 21,961 |
Supplemental Schedule of Non-Cash Investing and Financing Activities: | |||
Common stock issued in business acquisitions | 72,145 | 6,335 | 104,753 |
Cash paid during the year for: | |||
Interest | 4,742 | 2,816 | 1,838 |
Income taxes | $ 5,080 | $ 8,665 | $ 2,237 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | ERROR: Could not retrieve Word content for note block |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Investments All Other Investments Abstract | |
Financial Instruments | 2. Financial Instruments Our financial instruments consist primarily of investments in cash and cash equivalents, receivables and certain other assets, and accounts payable, which approximate fair value at December 31, 2015, due to their short-term nature or variable, market-driven interest rates. Also, our debt is deemed to approximate fair value at December 31, 2015, as a substantial amount of our debt was recently refinanced in conjunction with the PMFG acquisition, and neither our credit rating nor market credit conditions have changed substantially since the debt was refinanced, and the debt contains variable, market-driven interest rates. Concentrations of credit risk: Financial instruments that potentially subject us to credit risk consist principally of cash and accounts receivable. We maintain cash and cash equivalents with various major financial institutions. We perform periodic evaluations of the financial institutions in which our cash is invested. Concentrations of credit risk with respect to trade and contract receivables are limited due to the large number of customers and various geographic areas. Additionally, we perform ongoing credit evaluations of our customers’ financial condition. As of December 31, 2015, the Company has $23.3 million of cash held internationally, principally in the Netherlands, United Kingdom, China and Canada. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable (Table only in thousands) 2015 2014 Trade receivables $ 12,800 $ 15,875 Contract receivables 86,129 43,218 Allowance for doubtful accounts (1,151 ) (699 ) $ 97,778 $ 58,394 Balances billed, but not paid by customers under retainage provisions in contracts, amounted to approximately $2.3 million and $0.5 million at December 31, 2015 and 2014, respectively. Retainage receivables on contracts in progress are generally collected within a year after contract completion. Provision for doubtful accounts was approximately $0.7 million, $0.3 million and $0.1 million during 2015, 2014 and 2013, respectively, while accounts charged to (recovered from) the allowance were $0.2 million, $0.3 million and $(35,000) during 2015, 2014 and 2013, respectively. |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | 4. Costs and Estimated Earnings on Uncompleted Contracts (Table only in thousands) 2015 2014 Costs incurred on uncompleted contracts $ 178,356 $ 97,848 Estimated earnings 64,957 28,328 243,313 126,176 Less billings to date (228,138 ) (116,533 ) $ 15,175 $ 9,643 Included in the accompanying consolidated balance sheets under the following captions: Costs and estimated earnings in excess of billings on uncompleted contracts $ 43,175 $ 24,371 Billings in excess of costs and estimated earnings on uncompleted contracts (28,000 ) (14,728 ) $ 15,175 $ 9,643 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following: (Table only in thousands) 2015 2014 Raw materials $ 24,339 $ 18,848 Work in process 6,443 2,644 Finished goods 2,717 2,492 Obsolescence allowance (990 ) (568 ) $ 32,509 $ 23,416 Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $(0.7) million, $(0.6) million and $0.1 million during 2015, 2014 and 2013, respectively. Items charged to the allowance for inventory write-offs were $0.2 million, $0.5 million, and zero during 2015, 2014, and 2013, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 6. Property, Plant and Equipment (Table only in thousands) 2015 2014 Land $ 5,296 $ 1,328 Building and improvements 30,583 13,270 Machinery and equipment 26,731 19,588 62,610 34,186 Less accumulated depreciation (17,629 ) (15,225 ) $ 44,981 $ 18,961 Depreciation expense was $4.2 million, $3.7 million and $2.0 million for 2015, 2014 and 2013, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets (Table only in thousands) Environmental Segment Energy Segment Fluid and Segment Totals Balance of goodwill at December 31, 2013 $ 22,657 $ 14,174 $ 93,057 $ 129,888 2014 acquisitions 32,374 4,752 — 37,126 Foreign currency translation — (1,153 ) — (1,153 ) Balance of goodwill at December 31, 2014 55,031 17,773 93,057 165,861 2015 acquisition — 55,655 — 55,655 Foreign currency translation — (1,353 ) — (1,353 ) Balance of goodwill at December 31, 2015 $ 55,031 $ 72,075 $ 93,057 $ 220,163 As of December 31, 2015, the Company has an aggregate amount of goodwill acquired of $237.3 million and an aggregate amount of impairment losses of $17.1 million, which was recognized in 2009. Tradenames (Table only in thousands) 2015 2014 Beginning balance $ 19,766 $ 18,419 Acquisitions and related adjustments 10,280 1,730 Impairment (3,340 ) — Foreign currency adjustments (369 ) (383 ) $ 26,337 $ 19,766 The Company completes an annual (or more often if circumstances require) impairment assessment of its goodwill and indefinite life intangible assets. During 2015, management changed the annual impairment testing date from December 31 to October 1. For 2015, the first step of the two step goodwill impairment test as described in FASB ASC 350-20-35 was performed for all reporting units, except for the recently acquired PMFG reporting unit, as there were no events or changes in operations since September that would indicate possible impairment. Under the first step, the Company bases its measurement of the fair value of a reporting unit using a weighting of the income method and the market method on a 50/50 basis. In prior years, the Company used the income method. The income method is based on a discounted future cash flow approach that uses the significant assumptions of 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 future cash flow approach. 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. The market method is based on financial multiples of comparable companies and applies a control premium. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of a reporting unit. Based on the step 1 analysis, the resultant estimated fair value of the reporting units exceeded their carrying value as of December 31, 2015 and no goodwill impairment charges were recorded. For one of the reporting units tested under the step 1 analysis, which carried goodwill of $77.9 million, the excess of fair value over their carrying value was only 8%. This reporting unit was 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 2016 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 under our weighted income and market method for measuring fair value, a decrease in projected revenue growth rates of approximately 110 basis points or a decrease in projected EBITDA rates of approximately 390 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 also performed a step 1 analysis for all reporting units with indefinite life intangible assets. The Company based its measurement of the fair value of the indefinite life intangible assets utilizing 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. Changes in any of the significant assumptions used, including if the Company does not successfully achieve its 2016 operating plan, can materially affect the expected cash flows, and such impacts can result in material non-cash impairment charges. Under this approach, the resultant estimated fair value of the indefinite life intangible assets exceeded their carrying value for all but three reporting units as of December 31, 2015. For three of the reporting units, which carried combined indefinite life intangible assets of $10.0 million, our fair value measurement resulted in the aggregate fair value being 33.4% lower than the aggregate carrying value. Accordingly, we recorded an impairment charge of $3.3 million during the year ended December 31, 2015. These three reporting units were acquired in the second half of fiscal 2013. Management’s projections used to estimate the fair values at the date of acquisition primarily included increasing sales volumes; however, the units have experienced lower sales than originally projected. There were no goodwill or indefinite life intangible asset impairment recorded in 2014 or 2013. As described above, the fair value measurement methods used in the Company’s goodwill and indefinite life intangible assets impairment analyses utilizes a number of significant unobservable inputs or Level 3 assumptions. These assumptions include, among others, projections of our future operating results, the implied fair value of these assets using an income approach by preparing a discounted cash flow analysis and other subjective assumptions. 2015 2014 (Table only in thousands) Intangible assets – finite life Cost Accum. Amort. Cost Accum. Amort Patents $ 1,456 $ 1,456 $ 1,429 $ 1,427 Employment agreements 733 677 733 461 Technology 15,867 4,027 8,677 2,412 Customer lists 77,497 17,756 59,017 9,094 Noncompetition agreements 1,118 257 1,118 34 Tradename 1,390 162 1,390 23 Backlog 4,270 1,423 — — Foreign currency adjustments (2,309 ) (693 ) (800 ) (285 ) $ 100,022 $ 25,065 $ 71,564 $ 13,166 Amortization expense of finite life intangible assets was $12.3 million, $7.6 million and $4.7 million for 2015, 2014 and 2013, respectively. Amortization over the next five years for finite life intangibles is $14.0 million in 2016, $11.6 million in 2017, $10.0 million in 2018, $8.9 million in 2019, and $7.1 million in 2020. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 8. Accounts Payable and Accrued Expenses (Table only in thousands) 2015 2014 Trade accounts payable, including due to subcontractors $ 62,199 $ 31,882 Compensation and related benefits 7,899 3,475 Accrued interest 185 193 Current portion of earn-out liability 14,757 8,738 Accrued warranty 3,080 936 Other accrued expenses 10,977 8,595 $ 99,097 $ 53,819 |
Senior debt
Senior debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Senior debt | 9. Senior debt Debt consisted of the following at December 31, 2015 and 2014: (Table only in thousands) December 31, 2015 December 31, 2014 Outstanding borrowings under Credit Facility (defined below). Term loan payable in quarterly principal installments of $3.2 million through September 2017, $4.3 million through September 2018, and $5.3 million thereafter with balance due upon maturity in September 2020. – Term loan $ 166,813 $ 90,072 – U.S. Dollar revolving loans 8,000 24,000 – Multi-currency revolving loans — — – Unamortized debt discount (4,229 ) (2,368 ) Total outstanding borrowings under Credit Facility 170,584 111,704 Outstanding borrowings (U.S. dollar equivalent) under China Facility (defined below) 1,391 — Outstanding borrowings (U.S. dollar equivalent) under Aarding Facility (defined below) 5,326 — Outstanding borrowings (U.S. dollar equivalent) under Euro-denominated note payable to a bank, payable quarterly installments of €25,000 ($27,000 as of December 31, 2015), plus interest, at a fixed rate of 3.82%, maturing January Netherlands building. 27 152 Total outstanding borrowings $ 177,328 $ 111,856 Less: current portion 19,494 8,887 Total debt, less current portion $ 157,834 $ 102,969 Scheduled principal payments under our debt facilities are $19.5 million in 2016, $13.8 million in 2017, $18.1 million in 2018, $21.3 million and $108.9 million in 2020. United States 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 acquisition of Met-Pro 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. On September 3, 2015, concurrent with the closing of the PMFG acquisition, the Company amended the Credit Agreement. Pursuant to the amendment, the Lenders provided a term loan under the Credit Agreement in an aggregate principal amount of $170.0 million and the Lenders decreased their senior secured U.S. dollar revolving credit commitments to the aggregate principal amount of $60.5 million. All other provisions of the agreement remained substantially unchanged. The proceeds from the increased term loan were used primarily to (i) finance the cash portion of the PMFG purchase price, (ii) pay off certain outstanding indebtedness of the Company and its subsidiaries (including certain indebtedness of PMFG and its subsidiaries), and (iii) pay certain fees and expenses incurred in connection with the amendment to the Credit Agreement and the PMFG acquisition. As of December 31, 2015 and 2014, $15.4 million and $9.5 million of letters of credit were outstanding, respectively. Total unused credit availability under the Credit Facility was $56.6 million and $71.5 million at December 31, 2015 and 2014, respectively. Revolving loans may be borrowed, repaid and reborrowed until September 3, 2020, 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 1.0% to 2.0% depending on the Company’s consolidated leverage ratio (“Base Rate”), or a Eurocurrency Rate (as defined in the Credit Agreement) plus 2.0% to 3.0% 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 3.42% and 2.24% at December 31, 2015 and 2014, respectively. In accordance with the Credit Facility terms, the Company entered into an interest rate swap on December 30, 2015 to hedge against interest rate exposure related to approximately one-third of the outstanding debt indexed to LIBOR market rates. The fair value of the interest rate swap was a $0.4 million liability at December 31, 2015, which is recorded in “Accounts payable and accrued expenses” on the Consolidated Balance Sheets. The Company did not designate the interest rate swap as an effective hedge in 2015, and accordingly the change in the fair value during the year of $0.4 million was recorded in earnings in “Other income (expense), net” in the Consolidated Statements of Operations. Subsequent to December 31, 2015, the Company re-designated the hedge as an effective hedge. Therefore, from the date of re-designation, all changes to the fair value of the interest rate swap will be recorded in other comprehensive income (loss) as long as the hedge is deemed effective. 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 3.75 and a consolidated fixed charge coverage ratio of more than 1.25. Per the Credit Agreement, the consolidated leverage ratio is set to decrease to 3.50 by December 31, 2016, and then decrease again to 3.00 by December 31, 2017. The consolidated leverage ratio will then remain at 3.00 until the end Credit Agreement term. 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 December 31, 2015 and 2014, the Company was in compliance with all related financial and other restrictive covenants under the Credit Agreement. The Company has paid $6.0 million of customary closing fees, arrangement fees, administration fees, letter of credit fees and commitment fees for the Credit Agreement and amendments thereto. Of these customary closing fees, $2.9 million were during 2015 in connection with the September 3, 2015 amendment to the Credit Agreement. As of December 31, 2015 and 2014, unamortized deferred financing costs of $4.2 million and $2.4 million, respectively, are included as a discount to debt in the accompanying Condensed Consolidated Balance Sheets. Amortization expense was $0.8 million, $0.6 million and $0.3 million for 2015, 2014 and 2013, respectively, and is classified as interest expense. Also, during 2015, an additional $0.3 million of the fees were expensed, and classified as interest expense, as a result of the modification of the Credit Agreement. Foreign Debt The Company has a €10.5 million ($11.5 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 ($7.6 million) bank guarantee facility and a €3.5 million ($3.8 million) overdraft facility. The bank guarantee interest rate is the three months Euribor plus 265 basis points (2.65% as of December 31, 2015) and the overdraft interest rate is three months Euribor plus 195 basis points (1.95% as of December 31, 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 December 31, 2015 and December 31, 2014, the borrowers were in compliance with all related financial and other restrictive covenants. As of December 31, 2015, €6.1 million ($6.6 million) of the bank guarantee and €4.9 million ($5.3 million) of the overdraft facility are being used by the borrowers. As of December 31, 2014, €5.5 million ($6.0 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. A subsidiary of the Company located in China has a ¥9.0 million ($1.4 million) short term loan with Bank of America (“China Facility”) at an interest rate of 4.79%, which will mature in March 2016. A subsidiary of the Company located in the U.K. has a debenture agreement used to facilitate issuances of letters of credit and bank guarantees of £6.0 million ($9.0 million) at December 31, 2015. This facility was secured by substantially all of the assets of the Company’s U.K. subsidiary, a protective letter of credit issued by the Company to HSBC Bank and a cash deposit of £1.9 million ($2.9 million) at December 31, 2015. At December 31, 2015, there was £3.9 million ($5.8 million) of outstanding stand-by letters of credit and bank guarantees under this debenture agreement. A subsidiary of the Company located in Germany has a debenture agreement used to facilitate issuances of letters of credit and bank guarantees of €1.1 million ($1.2 million) at December 31, 2015. This facility is secured by substantially all of the assets of the Company’s German subsidiary and by a cash deposit of €0.7 million ($0.7 million) at December 31, 2015. At December 31, 2015, there was €1.1 million ($1.2 million) of outstanding stand-by letters of credit and bank guarantees under this debenture agreement. A subsidiary of the Company located in Singapore had bank guarantees of $1.5 million at December 31, 2015. At December 31, 2015, these guarantees are secured with a cash deposit of $0.5 million, and a protective letter of credit issued by the Company to Citibank. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | 10. Shareholders’ Equity Dividends Our dividend policy and the payment of cash dividends under that policy are subject to the Board of Director’s continuing determination that the dividend policy and the declaration of dividends are in the best interest of the Company’s shareholders. Future dividends and the dividend policy may be changed or cancelled at the Company’s discretion at any time. Payment of dividends is also subject to the continuing compliance with our financial covenants under our Credit Facility. During 2015, 2014 and 2013, our Board declared the following quarterly cash dividends on our common stock: Dividend Per Share Record Date Payment Date $0.066 December 16, 2015 December 30, 2015 $0.066 September 18, 2015 September 30, 2015 $0.066 June 12, 2015 June 26, 2015 $0.066 March 19, 2015 March 31, 2015 $0.060 December 19, 2014 December 30, 2014 $0.060 September 16, 2014 September 30, 2014 $0.060 June 13, 2014 June 27, 2014 $0.050 March 19, 2014 March 31, 2014 $0.050 December 17, 2013 December 31, 2013 $0.050 September 16, 2013 September 30, 2013 $0.050 June 14, 2013 June 28, 2013 $0.050 March 18, 2013 March 28, 2013 On March 9, 2016, our Board of Directors declared a quarterly dividend of $0.066 per share. The dividend will be paid on March 31, 2016 to all shareholders of record at the close of business on March 19, 2016. Effective August 13, 2012, the Company implemented a Dividend Reinvestment Plan (the “Plan”), under which the Company may issue up to 750,000 shares of common stock. The Plan provides a way for interested shareholders to increase their holdings in our common stock. Participation in the Plan is strictly voluntary and is open only to existing shareholders. The Plan has had limited participation. Share-Based Compensation The 2007 Equity Incentive Plan (the “2007 Plan”) was approved by shareholders on May 23, 2007 and replaced the 1997 Stock Option Plan (the “1997 Plan”). The 1997 Plan remains in effect solely for the purpose of the continued administration of the options outstanding under the 1997 Plan. The plans are administered by the Compensation Committee (the “Committee”) of the Board of Directors. The 2007 Plan permits the granting of stock options and stock awards which are granted at a price equal to or greater than the fair market value of the Company’s common stock at the date of grant. Generally, stock options or stock awards granted to non-employee directors vest in periods of one to three years from the date of grant. Stock options granted to employees generally vest equally over a period of three to five years from the date of grant. Stock awards granted to employees generally vest equally over a period of up to four years from the date of grant for awards subject to service requirements. Stock awards may be granted and vest based on the achievement of certain performance requirements as established by the Committee. Stock awards also may be granted without service or performance requirements, as determined by the Committee. The Committee, at its discretion, may establish other vesting periods and performance requirements when appropriate. During 2015, approximately 286,000 stock options and 323,000 restricted stock awards were granted to plan participants under the 2007 Plan. During 2014, approximately 280,000 stock options and 6,000 restricted stock awards were granted to plan participants under the 2007 Plan. Also, of the outstanding stock awards, there are approximately 53,000 performance-based awards outstanding at December 31, 2015. The number of shares reserved for issuance under the 2007 Plan is 3,300,000, of which approximately 511,000 shares were available for future grant as of December 31, 2015. Share-based compensation expense for stock options and restricted stock awards under these plans of $1.9 million, $1.7 million and $1.1 million was recorded in the years ended December 31, 2015, 2014 and 2013, respectively. The tax benefit related to share based compensation expense was zero, $0.2 million, and $0.3 million in 2015, 2014 and 2013, respectively. No equity compensation expense has been capitalized in inventory or fixed assets. Employee Stock Purchase Plan The 2009 Employee Stock Purchase Plan (“ESPP”) was approved by shareholders on May 21, 2009. The ESPP is administered by the Committee. The aggregate maximum number of shares of the Company’s common stock that may be granted under the ESPP is 1,500,000 shares over the ten-year term of the ESPP, subject to adjustment in the event there is a reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, or similar transaction with respect to the common stock. The ESPP allows employees to purchase shares of common stock at a 15% discount from market price and pay for the shares through payroll deductions. Eligible employees can enter the plan at specific “offering dates” that occur in six month intervals. The Company recognized employee stock purchase plan expense of $54,000, $19,000 and $19,000 during the years ended December 31, 2014, 2013 and 2012, respectively. In addition to the Company’s share-based compensation plans, certain other warrants have been issued that are not compensatory in nature. See further discussion in the “Warrants to Purchase Common Stock” section below. Employees’ Stock Ownership Trust: The Company sponsors an employee stock ownership plan under which it may make discretionary contributions to the trust, either in cash or in shares of Company common stock, for certain salaried employees of Met-Pro in the United States who are eligible to participate in the Plan. There were no contributions to the Employees’ Stock Ownership Trust for the years ended December 31, 2015, 2014 and 2013. All shares are considered to be allocated to participants or to be released for allocation to participants, and are included in the earnings per share computations. Stock Options and Restricted Awards The weighted-average fair value of stock options granted during 2015, 2014 and 2013 was estimated at $4.35, $6.48 and $6.18 per option, respectively, using the Black-Scholes option-pricing model based on the following assumptions: Expected Volatility : The Company utilizes a volatility factor based on the Company’s historical stock prices for a period of time equal to the expected term of the stock option utilizing weekly price observations. For 2015, 2014 and 2013, the Company utilized weighted-average volatility factors of 44%, 55% and 57%, respectively. Expected Term : Due to limited historical exercise data, the Company utilizes the simplified method of determining the expected term based on the vesting schedules and terms of the stock options. For 2015, 2014 and 2013, the Company utilized weighted-average expected term factors of 6.3 years, 6.3 years and 6.5 years, respectively. Risk-Free Interest Rate : The risk-free interest rate factor utilized is based upon the implied yields currently available on U.S. Treasury zero-coupon issues over the expected term of the stock options. For 2015, 2014 and 2013, the Company utilized a weighted-average risk-free interest rate factor of 1.9%, 2.2% and 2.2%, respectively. Expected Dividends : The Company utilized a weighted average expected dividend rate of 2.4%, 1.7% and 1.6% to value options granted during 2015, 2014 and 2013, respectively. 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. Information related to all stock options under the 2007 Plan and 1997 Plan for the years ended December 31, 2015, 2014 and 2013 is shown in the tables below: (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2014 1,727 $ 10.12 7.3 years Granted 286 11.55 Forfeitures (106 ) 12.31 Exercised (30 ) 4.47 Outstanding at December 31, 2015 1,877 10.30 6.8 years $ 1,769 Exercisable at December 31, 2015 977 8.48 5.4 years $ 1,765 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2013 1,807 $ 9.05 7.7 years Granted 280 13.78 Forfeitures (121 ) 12.45 Exercised (239 ) 5.18 Outstanding at December 31, 2014 1,727 10.12 7.3 years $ 9,390 Exercisable at December 31, 2014 655 5.02 5.8 years $ 5,332 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2012 1,244 $ 5.18 6.8 years Granted 923 12.72 Forfeitures (44 ) 9.83 Exercised (316 ) 4.41 Outstanding at December 31, 2013 1,807 9.05 7.7 years $ 12,830 Exercisable at December 31, 2013 557 5.76 5.2 years $ 5,786 Information related to all restricted stock awards under the 2007 Plan for the years ended December 31, 2015 and 2014 is shown in the table below. No restricted stock awards were outstanding during the years ended December 31, 2013 and 2012. The fair value of restricted stock awards is based on the price of the stock in the open market on the date of grant. The fair value of the restricted stock awards is recorded as compensation expense on a straight-line basis over the vesting periods of the awards 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. (Shares in thousands) Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2014 6 $ 14.41 Granted 323 9.48 Vested (2 ) 14.41 Forfeited (5 ) 9.44 Nonvested at December 31, 2015 322 9.55 (Shares in thousands) Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2013 — $ — Granted 6 14.41 Vested — — Forfeited — — Nonvested at December 31, 2014 6 14.41 The Company received $0.1 million in cash from employees exercising options during the year ended December 31, 2015, $1.2 million in cash from employees exercising options during the year ended December 31, 2014 and $1.4 million from employees exercising options during the year ended December 31, 2013. The intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $0.2 million, $2.4 million and $2.7 million, respectively. Unrecognized compensation expense related to nonvested shares of stock options and restricted stock was $7.2 million at December 31, 2015 and will be recognized over a weighted average vesting period of 3.1 years. Warrants to Purchase Common Stock The Company has historically issued warrants to purchase common shares in conjunction with business acquisitions, debt issuances and employment contracts. The estimated fair value of warrants granted in conjunction with employment agreements is reflected as compensation expense over their related vesting periods, none of which extended into 2015, 2014 or 2013. Fair value of warrants was determined using a Black-Sholes valuation model with assumptions similar to the ones we used to value stock option awards. On December 28, 2006, the Company issued warrants to purchase 250,000 shares to Icarus Investment Corp. (“Icarus”), a related party, at an exercise price of $9.07 and an expiration date of December 26, 2016. These warrants represent the only outstanding warrants as of December 31, 2015 and 2014. Stock Purchase During 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. During 2013, pursuant to the approval of the Board of the Directors of the Company, the Company purchased 180,000 shares of common stock held by the Company’s Chief Executive Officer. The shares were purchased at the then-current market price of $13.14 for a total transaction value of $2.4 million and the shares were immediately retired. There were no such stock repurchases during 2015. |
Pension and Employee Benefit Pl
Pension and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and Employee Benefit Plans | 11. Pension and Employee Benefit Plans We sponsor a non-contributory defined benefit pension plan for certain union employees. The plan is 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 allows retirees who have attained the age of 65 to elect the type of coverage desired. The Company acquired two defined benefit pension plans covering eligible employees in the United States in connection with the acquisition of Met-Pro. These plans are funded in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974. Met-Pro had frozen the accrual of future benefits for all participants, effective December 31, 2008. During 2015, these pension plans were merged with the other defined benefit pension plan mentioned above. Therefore, as of December 31, 2015, the Company sponsors only one non-contributory defined benefit pension plan. The following tables set forth the plans’ changes in benefit obligations, plan assets and funded status on the measurement dates, December 31, 2015, 2014 and 2013, and amounts recognized in our consolidated balance sheets as of those dates. Pension Benefits Other Benefits (Table only in thousands) 2015 2014 2013 2015 2014 2013 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 38,208 $ 32,311 $ 8,535 n/a n/a n/a Accumulated postretirement benefit obligation n/a n/a n/a $ 155 $ 116 $ 89 Projected benefit obligation from acquisition — — 24,364 — — — Service cost 233 204 126 — — — Interest cost 1,412 1,428 676 5 5 3 Amendments — — — 9 24 44 Actuarial (gain)/loss (1,744 ) 6,015 (509 ) 18 38 8 Administrative expenses (214 ) (174 ) (126 ) — — — Benefits paid (1,755 ) (1,576 ) (755 ) (28 ) (28 ) (28 ) Projected benefit obligation at end of year 36,140 38,208 32,311 159 155 116 Change in plan assets: Fair value of plan assets at beginning of year 27,302 25,822 5,549 — — — Fair value of plan assets from acquisition — — 18,654 — — — Actual return on plan assets (443 ) 1,404 2,291 — — — Employer contribution 406 1,826 209 28 28 28 Administrative expenses (214 ) (174 ) (126 ) — — — Benefits paid (1,755 ) (1,576 ) (755 ) (28 ) (28 ) (28 ) Fair value of plan assets at end of year 25,296 27,302 25,822 — — — Funded status $ (10,844 ) $ (10,906 ) $ (6,489 ) $ (159 ) $ (155 ) $ (116 ) Defined benefit liabilities included in accounts payable and accrued expenses $ — $ — $ — $ (26 ) $ (25 ) $ (21 ) Defined benefit liabilities included in other liabilities (10,844 ) (10,906 ) (6,489 ) (133 ) (130 ) (95 ) Deferred tax benefit (expense) associated with accumulated other comprehensive loss (income) 3,154 2,983 608 15 8 (18 ) Accumulated other comprehensive loss (income), net of tax 5,144 4,865 856 27 14 (27 ) Net amount recognized $ (2,546 ) $ (3,058 ) $ (5,025 ) $ (117 ) $ (133 ) $ (161 ) Other comprehensive income (loss): Net loss (gain) $ 708 $ 6,561 $ (1,926 ) $ 17 $ 38 $ 8 Prior service cost — — — 9 24 44 Amortization of prior service cost — (4 ) (1 ) (9 ) (6 ) — Amortization of net actuarial loss (gain) (258 ) (173 ) (370 ) 3 11 14 Total recognized in other comprehensive income (loss) $ 450 $ 6,384 $ (2,297 ) $ 20 $ 67 $ 66 Accumulated other comprehensive income (loss): Net loss (gain) $ 8,298 $ 7,848 $ 1,460 $ (20 ) $ (40 ) $ (89 ) Prior service cost — — 4 62 62 44 Amount recognized in accumulated other comprehensive income (loss) $ 8,298 $ 7,848 $ 1,464 $ 42 $ 22 $ (45 ) Weighted-average assumptions used to determine benefit obligations for the year ended December 31: Discount rate 4.00 % 3.75 % 4.50 % 3.00 % 3.75 % 4.50 % Compensation increase rate n/a n/a n/a n/a n/a n/a Benefits under the plans are not based on wages and, therefore, future wage adjustments have no effect on the projected benefit obligations. During 2014, the Company updated the mortality table (RP-2014 Total Mortality Table) in the underlying assumptions used to determine benefit obligations. Included in other comprehensive income for our defined benefit plans, net of related tax effect, were a decrease in the minimum liability of $0.3 million in 2015, an increase of $4.0 million in 2014 and a decrease of $1.4 million in 2013. The details of net periodic benefit cost for pension benefits included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013 are as follows: (Table only in thousands) 2015 2014 2013 Service cost $ 233 $ 204 $ 126 Interest cost 1,412 1,428 676 Expected return on plan assets (2,009 ) (1,950 ) (871 ) Net amortization and deferral 258 177 370 Net periodic benefit cost $ (106 ) $ (141 ) $ 301 Weighted-average assumptions used to determine net periodic benefit costs for the years ended December 31: Discount rate 3.75 % 4.50 % 3.75% to 4.50% Expected return on assets 7.50 % 7.50 % 7.50% Compensation increase rate n/a n/a n/a The basis of the long-term rate of return assumption reflects the current asset mix for the pension plans of approximately 30% to 40% debt securities and 60% to 70% equity securities with assumed average annual returns of approximately 4% to 6% for debt securities and 8% to 12% for equity securities. The investment portfolio for the pension plans will be adjusted periodically to maintain the current ratios of debt securities and equity securities. Additional consideration is given to the historical returns for the pension plan as well as future long range projections of investment returns for each asset category. The net loss and prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2016 are $0.2 million and zero, respectively. The net gain and prior service cost for the healthcare plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2016 is zero and $11,000, respectively. At December 31, 2015, a 25 basis point change in the discount rate would change the projected benefit obligation by approximately $1.1 million and the annual pension expense by approximately $2,000. Additionally, a 25 basis point change in the expected return on plan assets would change the pension expense by approximately $61,000. The net periodic benefit cost (representing interest cost and amortization of net actuarial loss only) for the healthcare plan included in the accompanying Consolidated Statements of Operations was $12,000, zero and $(11,000) for the years ended December 31, 2015, 2014 and 2013, respectively. The weighted average discount rate to determine the net periodic benefit cost for 2015, 2014 and 2013 was 3.75%, 4.50% and 3.75%, respectively. Changes in health care costs have no effect on the plan as future increases are assumed by the retirees. Pension plan assets are invested in trusts comprised primarily of investments in various debt and equity funds. A fiduciary committee establishes the target asset mix and monitors asset performance. The expected rate of return on assets includes the determination of a real rate of return for equity and fixed income investment applied to the portfolio based on their relative weighting, increased by an underlying inflation rate. Our defined benefit pension plan asset allocation by asset category is as follows: Target Allocation Percentage of Plan Assets 2015 2015 2014 Asset Category: Cash and cash equivalents 0 % 25 % 0 % Equity securities 70 % 52 % 64% - 67% Debt securities 30 % 23 % 33% - 36% Total 100 % 100 % 100 % Estimated pension plan cash obligations are $1.8 million, $1.9 million, $1.9 million, $2.0 million, and $2.0 million for 2016 through 2020 respectively, and a total of $10.8 million for the years 2021 through 2025. Estimated healthcare plan cash obligations are $27,000, $24,000, $21,000, $19,000, and $16,000 for 2016 through 2020, respectively, and a total of $52,000 for the years 2021 through 2025. Fair Value Measurements of Pension Plan Assets Following is a description of the valuation methodologies used for pension assets measured at fair value: · Cash and cash equivalents: Cash and cash equivalents consist primarily of cash on deposit in money market funds. Cash and cash equivalents are stated at cost, which approximates fair value. · Equity securities: Equity securities consist of various managed funds that invest primarily in common stocks. These securities are valued at the net asset value of shares held by the plans at year-end. The net asset value is calculated based on the underlying shares and investments held by the funds. · Debt securities: Debt securities consist of U.S. government and agency securities, corporate bonds and notes, and managed funds that invest in fixed income securities. U.S governmental and agency securities are valued at closing prices reported in the active market in which the individual securities are traded. Corporate bonds and notes are valued using market inputs including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Inputs may be prioritized differently at certain times based on market conditions. Managed funds are valued at the net asset value of shares held by the plans at year end. The net asset value is calculated based on the underlying investments held by the fund. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The levels assigned to the defined benefit plan assets as of December 31, 2015, are summarized in the tables below: (Table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 6,397 $ — $ — $ 6,397 Equity securities 13,187 — — 13,187 Debt securities 5,712 — — 5,712 Total assets $ 25,296 $ — $ — $ 25,296 The levels assigned to the defined benefit plan assets as of December 31, 2014, are summarized in the tables below: (Table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 1,310 $ — $ — $ 1,310 Equity securities 18,274 — — 18,274 Debt securities 7,718 — — 7,718 Total assets $ 27,302 $ — $ — $ 27,302 The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: · Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. · If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. · If the Company chooses to stop participating in some of its multiemployer plans, CECO may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company participation in these plans for the annual period ended December 31, 2015, is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2015, 2014 and 2013 is for the plan’s year-end at December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Pension Fund EIN/Pension Plan Number Pension Protection Act Zone Status 2012 FIF/RP Status Pending/ Implemented Surcharge Imposed Expiration of Collective Bargaining Agreement Sheet Metal Workers’ National Pension Fund 52-6112463/001 Yellow FIF: Yes - Implemented RP: Yes - Implemented No various Sheet Metal Workers Local 224 Pension Plan 31-6171353/001 Red RP: Yes - Implemented No May 31, 2016 Sheet Metal Workers Local No. 20, Indianapolis Area Pension fund 51-0168516/001 Green Is not subject No May 31, 2017 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256/001 Green Is not subject No May 1, 2018 Kirk and Blum was listed in the Sheet Metal Workers Local No. 177 Pension Fund’s Form 5500 as providing more than five percent of total contributions for the year ended December 31, 2014. The Company was not listed in any of the other plans’ Forms 5500 as providing more than five percent of the total contributions for the plans and plan years. At the date the financial statements were issued, Forms 5500 were not available for the plan years ended December 31, 2015. We have no current intention of withdrawing from any plan and, therefore, no liability has been provided in the accompanying consolidated financial statements. Amounts charged to pension expense under the above plans including the multi-employer plans totaled $1.3 million, $1.2 million and $1.4 million in 2015, 2014 and 2013, respectively. We have a profit sharing and 401(k) savings retirement plan for employees of certain of our subsidiaries. The plan covers substantially all employees who have 30 days of service, and who have attained 18 years of age. The plan allows us to make discretionary contributions and provides for employee salary deferrals of up to 100%. We increased, effective January 1, 2008, the matching contributions to 100% of the first 1% and 50% of the next 5% of the employee deferral for a maximum match of 3.5%. Effective January 1, 2014, the matching contribution was increased to 100% of the first 3% and 50% of the next 3% of the employee deferral for a maximum match of 4.5%. We made aggregate matching contributions and discretionary contributions of $1.2 million, $1.1 million, and $0.4 million during 2015, 2014, and 2013, respectively. As a result of the PMFG acquisition, the Company acquired a defined contribution pension plan under Section 401(k) of the Internal Revenue Code for eligible employees who have completed at least 90 days of service (“PMFG Plan”). Company contributions are voluntary and at the discretion of the board of directors. For the year ended December 31, 2015, matching contributions of $0.1 million were made by the Company after the acquisition. The PMFG Plan was merged with the CECO 401(k) savings retirement plan in January 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Rent We lease certain facilities on a year-to-year basis. We also have future annual minimum rental commitments under noncancellable operating leases as follows: (Table only in thousands) December 31, Commitment 2016 $ 3,952 2017 2,978 2018 2,546 2019 1,456 2020 1,106 2021 and thereafter 5,089 $ 17,127 Total rent expense under all operating leases for 2015, 2014 and 2013 was $4.0 million, $2.9 million and $2.5 million, respectively. Legal Proceedings Asbestos cases 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 December 31, 2015 for cases involving asbestos-related claims were $0.9 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 221 cases pending against the Company as of December 31, 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 January 1, 2015. During 2015, 52 new cases were filed against the Company, and the Company was dismissed from 26 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. Union settlement On October 12, 2012, the Company received a letter from the Sheet Metal Workers’ Local Union No. 80 (“the Union”) alleging that the Company had completely withdrawn from the Union’s Pension Trust Fund. The Company settled this claim with the Union and recorded $3.5 million of legal reserve expense in 2013. Valero 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 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 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. In October 2015, the Company asserted counterclaims against the insurer, including a claim for bad faith claims handling. The Company is vigorously disputing this claim and believes the insurer had the duty to defend the Company. Viron 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. In October of 2015, we settled with Viron for $0.5 million, $0.3 million was previously accrued in 2014, and the remaining $0.2 million was recorded as expense in 2015. PMFG shareholder lawsuits Since the public announcement of the proposed Mergers on May 4, 2015, CECO, Merger Sub I, Merger Sub II, PMFG and the members of the PMFG Board have been named as defendants in three lawsuits related to the Mergers, which were filed by alleged stockholders of PMFG on May 17, 2015, June 29, 2015 and July 17, 2015. The first filed lawsuit, which is a derivative action that also purports to assert class claims, was filed in the District Court of Dallas County, Texas (the “Texas Lawsuit”). The second and third filed lawsuits, which are class actions, were filed in the Court of Chancery of the State of Delaware and have now been consolidated into a single action (the “Delaware Lawsuit,” and collectively with the Texas Lawsuit, the “Lawsuits”). In the Lawsuits, the plaintiffs generally allege that the Mergers fail to properly value PMFG, that the individual defendants breached their fiduciary duties in approving the Merger Agreement, and that those breaches were aided and abetted by CECO, Merger Sub I and Merger Sub II. In the Lawsuits, the plaintiffs allege, among other things, (a) that the PMFG Board breached its fiduciary duties by agreeing to the Mergers for inadequate consideration and pursuant to a tainted process by (1) agreeing to lock up the Mergers with deal protection devices that, notwithstanding the ability of PMFG to solicit actively alternative transactions, prevent other bidders from making a successful competing offer for PMFG, (2) participating in a transaction where the loyalties of the PMFG Board and management are divided, and (3) relying on financial and legal advisors who plaintiffs allege were conflicted; (b) that those breaches of fiduciary duties were aided and abetted by CECO, Merger Sub I, Merger Sub II and PMFG, and (c) that the disclosure provided in the registration statement filed by CECO on June 9, 2015 was inadequate in a number of respects. In the Lawsuits, the plaintiffs sought, among other things, (a) to enjoin the defendants from completing the Mergers on the agreed-upon terms, (b) rescission, to the extent already implemented, of the Merger Agreement or any of the terms therein, and (c) costs and disbursements and attorneys’ and experts’ fees, as well as other equitable relief as the courts deem proper. Effective as of August 23, 2015, PMFG and the other defendants entered a memorandum of understanding with the plaintiffs in the Delaware Lawsuit regarding the settlement of the Delaware Lawsuit. In connection with this memorandum of understanding, PMFG agreed to make certain additional disclosures to PMFG’s stockholders in order to supplement those contained in the joint proxy statement/prospectus. After PMFG enters into a definitive agreement with the plaintiffs in the Delaware Lawsuit, the proposed settlement will be subject to notice to the class, Court approval, and, if the Court approves the settlement, the settlement, as outlined in the memorandum of understanding, will resolve all of the claims that were or could have been brought in the Delaware Lawsuit, including all claims relating to the decision to enter into the Mergers, entry of the Merger Agreement and any disclosure made in connection therewith including any such claims against CECO, Merger Sub I or Merger Sub II, but did not affect any stockholder’s rights to pursue appraisal rights. It is expected that the resolution of the Delaware Lawsuit will also resolve the Texas Lawsuit, which was stayed voluntarily by the plaintiff, but placed on Texas court’s two-week docket for a non-jury trial on August 15, 2016. On March 2, 2016, the Texas Lawsuit plaintiffs filed a Notice of Nonsuit Without Prejudice. On February 22, 2016, the Delaware Court asked the parties to submit a status report regarding the Delaware Lawsuit no later than March 14, 2016. On August 24, 2015, PMFG made a filing with the SEC on Form 8-K satisfying its obligations under the memorandum of understanding to make additional disclosures to supplement the joint proxy statement/prospectus relating to the Mergers, dated as of July 31, 2015. The memorandum of understanding was not, and should not be construed as, an admission of wrongdoing or liability by any defendant. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes (Loss) income before income taxes was generated in the United States and globally as follows: (Table only in thousands) 2015 2014 2013 Domestic $ 997 $ 14,638 $ 5,442 Foreign (4,093 ) 1,576 1,013 $ (3,096 ) $ 16,214 $ 6,455 The Company has not recorded deferred income taxes on the undistributed earnings of its foreign subsidiaries because of management’s intent to indefinitely reinvest such earnings. At December 31, 2015, the aggregate undistributed earnings of the foreign subsidiaries amounted to $40.2 million. If the Company were to distribute these earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes and foreign withholding taxes. The unrecognized deferred income tax liability on this temporary difference is estimated to be approximately $6.2 million at December 31, 2015. Income tax provision (benefit) consisted of the following for the years ended December 31: (Table only in thousands) 2015 2014 2013 Current: Federal $ 3,429 $ 4,672 $ (1,660 ) State 753 947 (191 ) Foreign 1,944 1,624 623 6,126 7,243 (1,228 ) Deferred: Federal (3,012 ) (3,033 ) 1,000 State (563 ) (367 ) 178 Foreign 87 (706 ) (52 ) (3,488 ) (4,106 ) 1,126 $ 2,638 $ 3,137 $ (102 ) The income tax provision differs from the statutory rate due to the following: (Table only in thousands) 2015 2014 2013 Tax (benefit) expense at statutory rate $ (1,083 ) $ 5,675 $ 2,194 Increase (decrease) in tax resulting from: State income tax, net of federal benefit 34 416 311 Domestic Production Activities deduction (211 ) (670 ) (295 ) Change in uncertain tax position reserves (1,281 ) 388 599 Permanent differences 1,162 58 510 Impact of rate differences and adjustments (1,489 ) 296 (295 ) Current and prior years R&D tax credits (883 ) (3,026 ) (3,649 ) Non-deductible transaction costs 1,356 — 411 Earnout expenses 3,928 — — Change in valuation allowance 483 — — Audit settlements 65 — — Provision-to-return adjustments 808 — — Other (251 ) — 112 $ 2,638 $ 3,137 $ (102 ) Deferred income taxes reflect the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and tax credit carry forwards. The net deferred tax liabilities consisted of the following at December 31: (Table only in thousands) 2015 2014 Gross deferred tax assets: Accrued expenses $ 1,175 $ 66 Reserves on assets 2,949 872 Share-based compensation awards 1,057 735 Minimum pension / post retirement 4,118 3,913 Net operating loss carry-forwards 8,473 206 Tax credit carry-forwards 1,626 — Valuation allowances (1,500 ) (87 ) 17,898 5,705 Gross deferred tax liabilities: Depreciation (3,658 ) (2,104 ) Goodwill and intangibles (30,133 ) (21,197 ) Prepaid expenses and inventory (192 ) (1,526 ) Revenue recognition (1,634 ) (739 ) (35,617 ) (25,566 ) Net deferred liabilities $ (17,719 ) $ (19,861 ) Reconciliation to amounts reported in the balance sheet follows: 2015 2014 Net current deferred tax assets included in other current assets $ — $ 1,066 Net non-current deferred tax assets — 3,003 Net current deferred tax liabilities included in accounts payable and accrued expenses — (1,739 ) Net non-current deferred tax liabilities (17,719 ) (22,191 ) Net deferred tax liability $ (17,719 ) $ (19,861 ) As of December 31, 2015, the Company has federal net operating loss carry forwards of $19.9 million, and state and local net operating loss carry forwards of $14.8 million, which expire from 2018 to 2032. The Company has recorded a valuation allowance on certain of these net operating loss carry forwards to reflect expected realization. The Company also has net operating loss carry forwards in international jurisdictions totaling $5.7 million. A full valuation allowance has been established against substantially all of these losses. As of December 31, 2015 and 2014, the Company has recorded a valuation reserve in the amount of $1.5 million and $0.1 million, respectively. The changes in the valuation allowance resulted in additional income tax expense of $0.6 million, $0.1 million, and $8,000 in 2015, 2014, and 2013, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based on this assessment, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2015. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The Company accounts for uncertain tax positions pursuant to FASB ASC Topic 740. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The reserve for uncertain tax positions is not expected to change significantly in the next twelve months. A reconciliation of the beginning and ending amount of uncertain tax position reserves included in other liabilities on the Consolidated Balance Sheets is as follows: (Table only in thousands) 2015 2014 Balance as of January 1, $ 1,166 $ 763 Additions for tax positions current year — 188 Additions for tax positions taken in prior years 50 266 Additions for tax positions of acquired company 1,139 — Reductions for settlements on tax positions of acquired company (165 ) — Reductions for settlements on tax positions of prior years (1,166 ) (51 ) Balance as of December 31, $ 1,024 $ 1,166 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. During 2015, 2014, and 2013, there was no such expense for interest and penalties. The favorable settlement of all uncertain tax positions would impact the Company’s effective income tax rate. Tax years going back to 2014 remain open for examination by Federal authorities, and back to 2010 remain open for all significant state and foreign authorities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions During 2015, 2014 and 2013, we paid fees of $0.4 million per year to Icarus for management consulting services. These services were provided by Jason DeZwirek and Phillip DeZwirek, our Chairman of our Board and retired Chairman of the Board, respectively, through Icarus. During 2015, 2014 and 2013, we paid fees of $0.3 million, $0.1 million and $0.3 million, respectively, for consulting services to JMP Fam Holdings Inc., through which Jonathan Pollack, a member of the Board of Directors, provides services. All services described above are based on verbal agreements with the Company. The Board of Directors approves the above services on an annual basis. During 2015, 2014, and 2013, we incurred rent expense of $1.1 million, $0.3 million, and $0.2 million, respectively, to lease facilities at the Adwest, Zhongli, and Emtrol subsidiaries. These are recently acquired subsidiaries, and the facilities are owned by the former owners of these subsidiaries. The Company currently employs the former owners in a managerial role at the respective subsidiaries. During 2015, we purchased $0.3 million in inventory from a company owned by the former owner of the Zhongli subsidiary, and sold $0.4 million of inventory to the same company. The Company currently employs the former owner in a managerial role at this subsidiary. |
Major Customers and Foreign Sal
Major Customers and Foreign Sales | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Major Customers and Foreign Sales | 15. Major Customers and Foreign Sales No single customer represented greater than 10% of consolidated net sales or accounts receivable for 2015, 2014, or 2013. For 2015, 2014 and 2013, sales to customers outside the United States, including export sales, accounted for approximately 38%, 30% and 21%, respectively, of consolidated net sales. The largest portion of export sales in 2015 was destined for Asia 18%, and Europe, 11%. Of consolidated long lived assets, $62.9 million and $49.2 million were located outside of the United States as of December 31, 2015 and 2014, respectively. The largest portion of long-lived assets located outside the United States at December 31, 2015 were in Asia, $35.5 million, and Europe, $25.3 million. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 16. Acquisitions PMFG On September 3, 2015, the Company completed its acquisition of all of PMFG’s outstanding common stock for a purchase price of $136.7 million. PMFG’s shareholders had the option to elect to exchange each share of PMFG common stock for either (i) $6.85 in cash, without interest, or (ii) shares of the Company’s common stock valued at $6.85, based on the volume weighted average trading price of the Company’s common stock for the 15-trading day period ending on September 2, 2015, the last trading day before the closing of the acquisition, subject to a collar so that there was a maximum exchange ratio of 0.6456 shares of the Company’s common stock for each share of PMFG common stock and a minimum exchange ratio of 0.5282 shares of the Company’s common stock for each share of PMFG common stock, subject to certain exceptions and with overall elections subject to proration. Approximately 44.5% of the shares of PMFG common stock converted into the right to receive the $6.85 cash consideration, for an approximate total of $64.6 million. The Company’s common stock trading price for the 15 day period was $9.6655. As a result, each of the remaining shares of PMFG common stock converted into the right to receive 0.6456 shares of Company common stock, or an approximate total of 7,602,166 shares of Company common stock in aggregate. In accordance with the proration and reallocation provisions of the merger agreement, because the $6.85 per share cash consideration was oversubscribed by PMFG shareholders prior to the election deadline, (a) each PMFG share for which a valid stock election was made or for which no valid cash or stock election was made was automatically cancelled and converted into the right to receive the stock consideration and (b) each PMFG shareholder of record that made a valid cash election by the deadline received (i) the cash consideration for approximately 58.05% of such holder’s PMFG shares for which a valid cash election was made and (ii) the stock consideration for approximately 41.95% of such holder’s PMFG Shares for which a valid cash election was made. The value of stock recorded for purchase accounting was $72.1 million, which reflects the estimated fair value of shares based on the closing price of the Company’s common stock on the acquisition date, and equates to approximately $9.49 per share. PMFG is a global provider of engineered equipment serving the markets for natural gas infrastructure, power generation and refining and petrochemical processing, 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 $27,100) $ 93,884 Property and equipment 30,252 Other assets 953 Assets held for sale (a) 950 Deferred income tax asset — Goodwill 55,655 Intangible – finite life 29,940 Intangible – indefinite life 10,280 Total assets acquired 221,914 Current liabilities assumed (73,328 ) Deferred income tax liability (1,899 ) Long term liabilities assumed (3,961 ) Noncontrolling interest (6,000 ) Net assets acquired $ 136,726 (a) The assets held for sale consists primarily of real property, and are valued at the estimated proceeds less cost to sell. The Company has not recorded a gain or loss on the classification of the subject assets to Held for Sale. The Company expects to complete the sale of the subject assets within the next twelve months. During 2015, PMFG accounted for $40.8 million of revenue and $2.2 million of pre-tax income included in the Company’s results. For the PMFG acquisition, the approximate fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. The fair value measurement method used to measure the assets acquired and liabilities assumed utilizes a number of significant unobservable inputs or Level 3 assumptions. These assumptions include, among others, projections of the acquired businesses future operating results, the implied fair value of assets using an income approach by preparing a discounted cash flow analysis and other subjective assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed, and the related tax balances. Such changes could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma information, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. 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 Framework Agreement. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $17.1 million. During 2015, the Company increased the earn-out to $27.0 million at December 31, 2015, based on the estimated fair value of that date. Of this change, $11.2 million is recorded as expense in “Amortization and earn-out expenses” on the Condensed Consolidated Statements of Operations. The balance of the change is due to changes in foreign currency exchange rates. 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 fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2015. (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 During 2015 and 2014, Zhongli accounted for $28.2 million and $0.1 million of revenue, respectively, and $(6.0) million and zero of pre-tax income (loss) (inclusive of the earnout adjustment noted above) included in the Company’s results 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 30 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 is 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 Environmental segment businesses. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2015. (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 During 2015 and 2014, Emtrol accounted for $33.7 million and $9.8 million of revenue, respectively, and $3.3 million and $1.3 million of pre-tax income, respectively, included in the Company’s results. 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 December 31, 2015. As of both December 31, 2015 and 2014, the current portion 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 Environmental segment businesses. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2015. (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 During 2015 and 2014, SAT accounted for $2.3 million and $1.0 million of revenue, respectively, and $(0.8) million and zero pre-tax income (loss), respectively, included in the Company’s results. 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. During 2015, the Company paid $0.7 million based on the achievement of certain financial results. There were no adjustments to fair value of the remaining earn-out at December 31, 2015. As of December 31, 2015 and 2014, the current portion of the estimated earn-out payable of $0.7 million is recorded in “Accounts payable and accrued expenses” and the balance of $0.6 million and $1.3 million, respectively, 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 Environmental segment businesses. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2015. (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 During 2015 and 2014, HEE accounted for $11.3 million and $2.3 million of revenue, respectively, and $0.9 million and $0.1 million pre-tax income, respectively, included in the Company’s results. Met-Pro On August 27, 2013, the Company completed its acquisition of Met-Pro. Met-Pro’s shareholders had the option to elect to exchange each share of Met-Pro common stock for either (i) $13.75 in cash, without interest, or (ii) shares of the Company’s common stock valued at $13.75, based on the volume weighted average trading price of the Company’s common stock for the 15-trading day period ending on August 26, 2013, the last trading day before the closing of the merger, subject to a collar so that there was a maximum exchange ratio of 1.3520 shares of the Company’s common stock for each share of Met-Pro common stock and a minimum of 1.0000 share of the Company’s common stock for each share of Met-Pro common stock, subject to certain exceptions and with overall elections subject to proration. Approximately 51.6% of the shares of Met-Pro common stock converted into the right to receive the $13.75 cash consideration, for an approximate total of $104.4 million. The Company’s common stock trading price for the 15 day period was $12.6814. As a result, each of the remaining shares of Met-Pro common stock converted into the right to receive 1.0843 shares of Company common stock, or an approximate total of 7,726,235 shares of Company common stock in aggregate. In accordance with the proration and reallocation provisions of the merger agreement, because the $13.75 per share cash consideration was oversubscribed by Met-Pro shareholders prior to the election deadline, (a) each Met-Pro share for which a valid stock election was made or for which no valid cash or stock election was made was automatically cancelled and converted into the right to receive the stock consideration and (b) each Met-Pro shareholder of record that made a valid cash election received (i) the cash consideration for approximately 77.56% of such holder’s Met-Pro shares for which a valid cash election was made and (ii) the stock consideration for approximately 22.44% of such holder’s Met-Pro Shares for which a valid cash election was made. The value of stock recorded was $98.0 million. In addition, holders of outstanding Met-Pro options and restricted stock units received an aggregate amount of cash equal to approximately $4.9 million as consideration for the cancellation of the options and restricted stock units held by them as of immediately prior to the merger. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2014. (Table only in thousands) Current assets $ 68,766 Property and equipment 15,773 Other assets 1,375 Assets held for sale (a) 10,886 Goodwill 102,552 Intangible – finite life, net 35,810 Intangible – indefinite life 11,910 Total assets acquired 247,072 Current liabilities assumed (13,638 ) Deferred income tax liability (24,784 ) Long term liabilities assumed (6,078 ) Net assets acquired $ 202,572 (a) The assets held for sale consists of primarily real property, and are valued at the estimated proceeds less cost to sell. The Company has not recorded a gain or loss on the classification of the subject assets to Held for Sale. The Company expects to complete the sale of the subject assets within the next twelve months. Three properties were sold during 2015 for total proceeds of $3.2 million. Three properties were sold during 2014 for total proceeds of $6.7 million. The remaining assets held for sale related to the Met-Pro acquisition was $0.7 million at December 31, 2015. During 2015, 2014, and 2013, Met-Pro accounted for $80.9 million, $83.1 million, and $30.5 million of revenue, respectively, and $14.3 million, $14.6 million and $0.9 million pre-tax income, respectively, included in the Company’s results. Aarding On February 28, 2013, the Company acquired Aarding. Aarding is a global provider of natural gas turbine exhaust systems and silencer applications and is now part of our Engineered Equipment Technology and Parts Group. The purchase price included cash of $24.4 million and 763,673 shares of restricted common stock. The preliminary fair value of the common stock issued was determined to be $6.8 million which reflects the closing price of the Company’s common stock on the closing date and a discount related to the sale and transfer restrictions on the shares. The cash paid was funded by the Company’s cash reserves. Of the total consideration paid, €4.0 million ($4.4 million as of December 31, 2015) is contingent upon the future employment by the sellers and, therefore, has been classified as prepaid compensation by the Company. As of December 31, 2015 and 2014, the current portion of the prepaid compensation of $0.9 million and $1.0 million, respectively, is in “Prepaid expenses and other current assets,” while the non-current portion of $1.0 million and $2.1 million, respectively, is in “Deferred charges and other assets” on the Consolidated Balance Sheets. For the twelve months ended December 31, 2015 and 2014, $0.9 million and $1.1 million, respectively, of compensation expense has been recorded in “Amortization and earn out expenses” on the Consolidated Statements of Operations. Additionally, the former owners of Aarding are entitled to earn-out payments of up to €5.5 million ($6.0 million as of December 31, 2015) upon the attainment of specified financial targets through December 31, 2017. Such earn out payments are contingent upon the continued employment of the sellers. Accordingly, no value for the potential earnout consideration has been allocated to the purchase price of Aarding as any such payments is reported as compensation expense by the Company. For the twelve months ended December 31, 2015 and 2014, $1.2 million and $1.5 million, respectively, of earn-out expense has been recorded in “Amortization and earn out expenses” on the Consolidated Statements of Operations. As of December 31, 2015 and 2014, an accrual of $1.0 million and $1.1 million, respectively, relating to the earn-out is included within “Accounts payable and accrued expenses” on the Consolidated Balance Sheets. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2014. (Table only in thousands) Current assets $ 15,062 Property and equipment 959 Goodwill 7,595 Intangible – finite life, net 13,477 Intangible – indefinite life 2,865 Total assets acquired 39,958 Current liabilities assumed (8,277 ) Deferred income tax liability (4,086 ) Net assets acquired $ 27,595 During 2015, 2014, and 2013, Aarding accounted for $45.3 million, $31.2 million, and $27.4 million of revenue, respectively, and $(1.1) million, $(3.2) million and $0.3 million pre-tax income (loss), respectively, included in the Company’s results. Goodwill related to the Aarding, Met-Pro, PMFG, HEE, and Emtrol acquisitions is not deductible for tax purposes. Goodwill related to the Zhongli and SAT acquisitions is deductible for tax purposes. The following unaudited pro forma information represents the Company’s results of operations as if PMFG acquisition had occurred as of January 1, 2014, the HEE, SAT, Emtrol, and Zhongli acquisitions had occurred as of January 1, 2013, and the Met-Pro and Aarding acquisitions had occurred as of January 1, 2012: Year Ended December 31, (Table only in thousands) 2015 2014 2013 Net sales $ 460,726 $ 493,246 $ 337,767 Net (loss) income $ (29,568 ) $ (22,990 ) $ 2,050 Earnings per share: Basic $ (0.87 ) $ (0.68 ) $ 0.09 Diluted $ (0.87 ) $ (0.68 ) $ 0.08 The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, eliminate intercompany transactions between the Company and Aarding, 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. Included in the pro forma results are acquisition related expenses of $17.7 million, $1.3 million, and $13.9 million, and certain nonrecurring expenses, such as goodwill impairment, of $3.7 million, $26.6 million, and $3.5 million, for the years ended 2015, 2014, and 2013, respectively. 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. Goodwill recognized on all of the above acquisitions represents value the Company expects to be created by combining the various operations of the acquired businesses with the Company’s operations, including the expansion into markets within existing business segments, access to new customers and potential cost savings and synergies. Acquisition and integration expenses on the Consolidated Statements of Operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 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 Consolidated Statements of Operations. The accounting policies of the segments are the same as those in the consolidated financial statements. Except for the information reported on a segment basis, the Company does not accumulate net sales information by product or service and therefore, the Company does not disclose net sales by product or service because to do so would be impractical. The Company’s reportable segments are however organized as groups of similar products and services, defined as follows: Environmental Segment Our Environmental segment, formerly known as the Air Pollution Control 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. During 2015, the Company concluded that changing the name of this segment was appropriate to more accurately describe the long-term goals of the Company in conjunction with the products and services offered within the segment. Energy Segment Our Energy segment provides customized solutions for the power and petrochemical industry. This includes gas turbine exhaust systems, dampers and diverters, gas and liquid separation and filtration equipment, selective catalytic reduction (“SCR”) and selective non-catalytic reduction (“SNCR”) systems, acoustical components and silencers, secondary separators (nuclear plant reactor vessels) and expansion joints, the design and manufacture of technologies for flue gas and diverter dampers, non-metallic expansion joints, natural gas turbine exhaust systems, and silencer and precipitator applications, primarily for coal-fired and natural gas power plants, refining, oil production and petrochemical processing, as well as a variety of other industries. Fluid Handling and Filtration Segment Our Fluid Handling and Filtration segment provides the design and manufacture of high quality pump, filtration and fume exhaust solutions. This includes centrifugal pumps for corrosive, abrasive and high temperature liquids, filter products for air and liquid filtration, precious metal recovery systems, carbonate precipitators, 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 . 2015 2014 2013 Net Sales (less intra-, inter-segment sales) (Table only in thousands) Environmental Segment $ 158,371 $ 127,707 $ 101,150 Energy Segment 142,150 70,285 69,355 Fluid Handling and Filtration Segment 67,610 65,638 25,199 Corporate and Other (1) (709 ) (413 ) 1,613 Net sales $ 367,422 $ 263,217 $ 197,317 (1) Includes adjustment for revenue on intercompany jobs. 2015 2014 2013 Income (Loss) from Operations (Table only in thousands) Environmental Segment $ 17,021 $ 16,803 $ 15,422 Energy Segment 3,488 7,799 9,336 Fluid Handling and Filtration Segment 11,741 13,188 1,443 Corporate and Other (2) (26,592 ) (14,297 ) (17,756 ) Eliminations (709 ) (1,830 ) (1,473 ) Income from operations $ 4,949 $ 21,663 $ 6,972 (2) Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general and administrative corporate expenses. December 31, 2015 2014 2013 Property and Equipment Additions (Table only in thousands) Environmental Segment $ 166 $ 486 $ 266 Energy Segment 429 136 476 Fluid Handling and Filtration Segment 150 486 628 Corporate and Other 18 43 7 Property and equipment additions $ 763 $ 1,151 $ 1,377 2015 2014 2013 Depreciation and Amortization (Table only in thousands) Environmental Segment $ 4,443 $ 2,263 $ 1,264 Energy Segment 5,293 2,329 2,174 Fluid Handling and Filtration Segment 6,331 6,545 3,048 Corporate and Other 453 131 161 Depreciation and amortization $ 16,520 $ 11,268 $ 6,647 December 31, 2015 2014 Identifiable Assets (Table only in thousands) Environmental Segment $ 135,171 $ 135,392 Energy Segment 283,002 92,845 Fluid Handling and Filtration Segment 161,394 168,605 Corporate and Other (3) 19,252 15,265 Identifiable assets $ 598,819 $ 412,107 (3) Corporate assets primarily consist of cash and income tax related assets. December 31, 2015 2014 (Table only in thousands) Environmental Segment $ 55,031 $ 55,031 Energy Segment 72,075 17,773 Fluid Handling and Filtration Segment 93,057 93,057 Goodwill $ 220,163 $ 165,861 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: Year Ended December 31, 2015 Less Inter-Segment Sales Total Sales Intra - Segment Sales Environmental Energy FHF Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Environmental Segment $ 167,247 $ (6,744 ) $ — $ (1,937 ) $ (195 ) $ — $ 158,371 Energy Segment 147,661 (4,876 ) (635 ) — — — 142,150 Fluid Handling and Filtration Segment 70,084 (2,277 ) (197 ) — — — 67,610 Corporate and Other (4) — — — — — (709 ) (709 ) Net Sales $ 384,992 $ (13,897 ) $ (832 ) $ (1,937 ) $ (195 ) $ (709 ) $ 367,422 Year Ended December 31, 2014 Less Inter-Segment Sales Total Sales Intra - Segment Sales Environmental Energy FHF Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Environmental Segment $ 136,544 $ (7,089 ) $ — $ (1,403 ) $ (345 ) $ — $ 127,707 Energy Segment 76,302 (5,964 ) (53 ) — — — 70,285 Fluid Handling and Filtration Segment 67,558 (1,845 ) (75 ) — — — 65,638 Corporate and Other (4) — — — — — (413 ) (413 ) Net Sales $ 280,404 $ (14,898 ) $ (128 ) $ (1,403 ) $ (345 ) $ (413 ) $ 263,217 Year Ended December 31, 2013 Less Inter-Segment Sales Total Sales Intra - Segment Sales Environmental Energy FHF Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Environmental Segment $ 108,939 $ (6,552 ) $ — $ (831 ) $ (406 ) $ — $ 101,150 Energy Segment 71,455 (1,921 ) (179 ) — — — 69,355 Fluid Handling and Filtration Segment 26,181 (721 ) (261 ) — — — 25,199 Corporate and Other (4) 1,478 — — — — 135 1,613 Net Sales $ 208,053 $ (9,194 ) $ (440 ) $ (831 ) $ (406 ) $ 135 $ 197,317 (4) Includes adjustment for revenue on intercompany jobs. |
Quarterly Data (Unaudited)
Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data (Unaudited) | 18. Quarterly Data (Unaudited) Earnings per share amounts are computed independently each quarter. Accordingly, the sum of each quarter’s per share amount may not equal the total per share amount for the respective year. Quarter (Table only in thousands) First Second Third Fourth Year ended December 31, 2015 Net sales $ 80,985 $ 86,961 $ 98,230 $ 101,246 (1) Gross profit 20,975 26,628 30,795 30,773 (1) Net income (loss) 198 2,104 (4,825 ) (3,211 ) Net income (loss) attributable to CECO Environmental Corp. 198 2,104 (4,825 ) (3,079 ) Basic earnings per share $ 0.01 $ 0.08 $ (0.17 ) $ (0.09 ) Diluted earnings per share $ 0.01 $ 0.08 $ (0.17 ) $ (0.09 ) Year ended December 31, 2014 Net sales $ 57,170 $ 66,641 $ 63,300 $ 76,106 Gross profit 19,729 21,449 21,058 22,587 Net income 3,021 4,493 3,703 1,860 Basic earnings per share $ 0.12 $ 0.18 $ 0.14 $ 0.07 Diluted earnings per share $ 0.12 $ 0.17 $ 0.14 $ 0.07 (1) In making final closing adjustments for the year ended December 31, 2015, the Company became aware of additional information affecting the determination of year-to-date revenue recognition for certain business units, which resulted in the Company recording, for the three month period ended December 31, 2015, a decrease in net sales of $5.2 million, and a decrease in cost of goods sold of $5.0 million. |
Nature of Business and Summar27
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of business | ERROR: Could not retrieve Word content for note block |
Principles of consolidation | Principles of consolidation — Our consolidated financial statements include the accounts of the following subsidiaries: % Owned As Of December 31, 2015 CECO Group, Inc. 100 % CECO Group Global Holdings LLC 100 % CECO Filters, Inc. and Subsidiaries (“CFI”) 99 % The Kirk & Blum Manufacturing Company 100 % CECO Abatement Systems, Inc. 100 % EFFOX, Inc. (“Effox”) 100 % Fisher-Klosterman, Inc. (“FKI”) 100 % Flextor, Inc. (“Flextor”) 100 % Adwest Technologies, Inc. (“Adwest”) 100 % Aarding Thermal Acoustics B.V. (“Aarding”) 100 % Met-Pro Technologies LLC (“Met-Pro”) 100 % Peerless Mfg. Co. (“PMFG”) 100 % CFI includes two wholly owned subsidiaries, New Busch Co., Inc. (“Busch”) and CECO Environmental India Private Limited (f/k/a. CECO Filter India Private Limited). The noncontrolling interest in CFI is not material. FKI includes three wholly owned subsidiaries, AVC, Inc. (“AVC.”), Emtrol LLC (“Emtrol”) and SAT Technology, Inc. (“SAT”). Met-Pro includes 11 wholly owned subsidiaries, Mefiag B. V., Met-Pro Recovery/Pollution Control Technologies, Inc., Strobic Air Corporation, MPC Inc., Met-Pro Industrial Services, Bio-Reaction Industries, Inc., Mefiag (Guangzhou) Filter Systems Ltd., Met-Pro (Hong Kong) Company Limited, Met-Pro Holding LLC, Jiangyin Zhongli Industrial Technology Co., Ltd. (“Zhongli’) and Met-Pro Chile Limitada. CECO Group, Inc. also has two wholly owned subsidiaries in Mexico, CECO Environmental Mexico S de RL de CV and CECO Environmental Services Mexico S de RL de CV. PMFG has five wholly owned subsidiaries, Nitram Energy, Inc., PMC Acquisition, Inc., Peerless Europe, Ltd., Peerless Manufacturing Canada, Ltd., and Peerless Asia-Pacific Pte. Ltd. Additionally, PMFG is the majority owner of Peerless Propulsys China Holdings LLC (“Peerless Propulsys”). The Company’s 60% equity investment in Peerless Propulsys entitles it to 80% of the earnings. Peerless Propulsys is the sole owner of Peerless China Manufacturing Co. Ltd. (“PCMC”). The noncontrolling interest of Peerless Propulsys is reported as a separate component on the Consolidated Balance Sheets. During the fourth quarter of 2015, the Company entered an agreement with the noncontrolling owner of Peerless Propulsys to transfer all rights to Peerless Propulsys’ land and building assets to the noncontrolling owner in exchange for the Company’s 100% ownership in the equity and earnings of Peerless Propulsys. This transfer is expected to occur in 2016. Met-Pro, a global provider of a wide range of products and services for industrial, commercial, municipal, and residential markets, was acquired in August 2013. Aarding, a global provider of natural gas turbine exhaust systems and silencer applications, was acquired in February 2013. SAT, a leading provider of Volatile Organic Compounds (“VOCs”) abatement solutions for the Chinese air pollution control market, was acquired in September 2014. Emtrol, a designer and manufacturer of fluid catalytic cracking and industrial cyclone technology, was acquired in November 2014. Zhongli, a leader in the design and manufacture of power industry damper, diverter and ball mill systems in China, was acquired in December 2014. 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, and was acquired in September 2015. Unless indicated, all balances within tables are in thousands except per share amounts. All intercompany balances and transactions have been eliminated. |
Use of estimates | Use of estimates —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. |
Cash equivalents | Cash equivalents — We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2015 and 2014, included in Restricted Cash is cash in support of letters of credit issued by various foreign subsidiaries of the Company. |
Accounts Receivable | Accounts Receivable —Trade receivables are generally uncollateralized customer obligations due under normal trade terms requiring payment generally within 30 days from the invoice date unless otherwise determined by specific contract, generally due to retainage provisions. The Company’s estimate of the allowance for doubtful accounts for trade receivables is primarily determined based upon the length of time that the receivables are past due. In addition, management estimates are used to determine probable losses based upon an analysis of prior collection experience, specific account risks and economic conditions. The Company has a series of actions that occur based upon the aging of past due trade receivables, including letters, statements, direct customer contact and liens. Accounts are deemed uncollectible based on past account experience and current account financial condition. |
Inventories | Inventories —The Company’s inventories are primarily valued at the lower of cost or market using the first-in, first-out inventory costing method as well as the last-in, first-out method. Approximately 13% of our inventory is valued on the last-in, first-out method. Inventory quantities are regularly reviewed and provisions for excess or obsolete inventory are recorded based on the Company’s forecast of future demand and market conditions. Significant unanticipated changes to the Company’s forecasts could require a change in the provision for excess or obsolete inventory. |
Property, plant and equipment | Property, plant and equipment —Property, plant and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Depreciation and amortization are provided using the straight-line method in amounts sufficient to amortize the cost of the assets over their estimated useful lives (buildings and improvements—generally five to 40 years; machinery and equipment—generally two to 15 years). Upon sale or disposal of property, plant and equipment, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts, and the net amount, less any proceeds from sale, is recorded in income. |
Intangible assets | Intangible assets — Indefinite life intangible assets are comprised of tradenames, while finite life intangible assets are comprised of patents, employment agreements, technology, customer lists, noncompetition agreements, tradenames, and backlog. Finite life intangible assets are amortized on a straight line or accelerated basis over their estimated useful lives of 17 years for patents, three years for employment agreements, seven to 10 years for technology, five to 20 years for customer lists, five years for noncompetiton agreements, 10 years for tradenames, and one year for backlog. |
Long-lived assets | Long-lived assets —Property, plant and equipment and finite life intangible assets are reviewed whenever events or changes in circumstances occur that indicate possible impairment. If events or changes in circumstances occur that indicate possible impairment, our impairment review is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of our assets and liabilities. This analysis requires management judgment with respect to changes in technology, the continued success of product lines, and future volume, revenue and expense growth rates. We conduct annual reviews for idle and underutilized equipment, and review business plans for possible impairment. Impairment occurs when the carrying value of the assets exceeds the future undiscounted cash flows expected to be earned by the use of the asset or asset group. When impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset or asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value. Additionally, the Company also evaluates the remaining useful life each reporting period to determine whether events and circumstances warrant a revision to the remaining period of depreciation or amortization. If the estimate of a long lived asset’s remaining useful life is changed, the remaining carrying amount of the asset is amortized prospectively over that revised remaining useful life. The Company completes an annual (or more often if circumstances require) impairment assessment of its indefinite life intangible assets. As a part of its annual assessment, typically, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not (defined as a likelihood of more than 50 percent) that the fair value of an asset is less than its carrying amount. If there is a qualitative determination that the fair value of a particular asset is more likely than not greater than its carrying value, we do not need to proceed to the traditional quantitative estimated fair value test for that asset. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is calculated by the relief from royalty method. If the estimated fair value of an asset is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its calculated implied fair value. |
Goodwill | Goodwill — The Company completes an annual (or more often if circumstances require) impairment assessment of its goodwill on a reporting unit level, at or below the operating segment level. In performing the goodwill impairment assessment, the carrying values of the Company’s reporting units are compared with their estimated fair values, as calculated using a weighting of the income method and the market method. As a part of its annual assessment, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not (defined as a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If there is a qualitative determination that the fair value of a particular reporting unit is more likely than not greater than its carrying value, the Company does not need to proceed to the traditional quantitative two-step goodwill test for that reporting unit. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is calculated using a weighting of the income method and the market method. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value of the goodwill exceeds its calculated implied fair value. For the 2015 annual assessment, given the lower than expected results for certain reporting units, we determined that a quantitative assessment of fair value for all reporting units was appropriate. Refer to Note 7 for the results of this quantitative analysis. During 2015, management changed the annual impairment testing date from December 31 to October 1. |
Deferred charges | Deferred charges — Deferred charges include deferred financing costs, which are amortized to interest expense over the life of the related loan. During 2015, 2014 and 2013, the Company capitalized deferred financing fees of $2.9 million, $0.4 million and $2.7 million, respectively. Amortization expense was $0.8 million, $0.6 million and $0.3 million for 2015, 2014 and 2013, respectively, and is classified as interest expense. Also, during 2015, an additional $0.3 million of existing fees were expensed, and classified as interest expense, as a result of the modification of the Credit Agreement (refer to Note 9 for further details of the modification). As of December 31, 2015 and 2014, remaining capitalized deferred financing costs of $4.2 million and $2.3 million, respectively, are included as a discount to debt in the accompanying consolidated balance sheets. |
Revenue recognition | Revenue recognition —Revenues from contracts are primarily recognized on the percentage of completion method, measured by the percentage of contract costs incurred to date compared with estimated total contract costs for each contract. This method is used because management considers contract costs to be the best available measure of progress on these contracts. For contracts where the duration is short, total contract revenue is insignificant, or reasonably dependable estimates cannot be made, revenues are recognized on a completed contract basis, when risk and title passes to the customer, which is generally upon shipment of product. The asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents revenues recognized in excess of amounts billed. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes to job performance, job conditions, and estimated profitability may result in revisions to contract revenue and costs and are recognized in the period in which the revisions are made. No provision for estimated losses on uncompleted contracts was required at December 31, 2015, 2014 or 2013. |
Cost of sales | Cost of sales —Cost of sales amounts include materials, direct labor and associated benefits, inbound freight charges, purchasing and receiving, inspection, warehousing, and depreciation. Generally, customer freight charges are included in sales and actual freight expenses are included in cost of sales. |
Claims | Claims —Change orders arise when the scope of the original project is modified for any of a variety of reasons. The Company will negotiate the extent of the modifications, its expected costs and recovery with the customer. Costs related to change orders are recognized in the period they are incurred and added to the expected total cost of the project. In cases where contract revenues are assured beyond a reasonable doubt to be increased in excess of the expected costs of the change order, incremental profit also is recognized on the contract. Such assurance is generally only achieved when the customer approves in writing the scope and pricing of the change order. Change orders that are in dispute are effectively handled as claims. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price. Costs attributable to claims are treated as contract costs as incurred. The Company recognizes certain significant claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated. When the customer or other parties agree in writing to the amount of the claim to be recovered by the Company, the amount of the claim becomes contractual and is accounted for as an increase in the contract’s total estimated revenue and estimated cost. As actual costs are incurred and revenues are recognized under percentage-of-completion accounting, a corresponding percentage of the revised total estimated profit will therefore be recognized. Should it become probable that the claim will not result in additional contract revenue, the Company removes the related contract revenues from its previous estimate of total revenues, which effectively reduces the estimated profit margin on the job and negatively impacts profit for the period. |
Pre-contract costs | Pre-contract costs —Pre-contract costs are not significant. The Company expenses all pre-contract costs as incurred regardless of whether or not the bids are successful. A majority of our business is obtained through a bidding process and this activity is on-going with multiple bids in process at any one time. These costs consist primarily of engineering, sales and project manager wages, fringes and general corporate overhead and it is deemed impractical to track activities related to any one specific contract. |
Selling and administrative expenses | Selling and administrative expenses — Selling and administrative expenses on the Consolidated Statements of Operations include sales and administrative wages and associated benefits, selling and office expenses, professional fees, bad debt expense, changes in life insurance cash surrender value and depreciation. Selling and administrative expenses are charged to expense as incurred. |
Acquisition and integration expenses | Acquisition and integration expenses —Acquisition and integration expenses on the Consolidated Statements of Operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. |
Amortization and earn out expenses | Amortization and earn out expenses —Amortization and earn out expenses on the Consolidated Statements of Operations include amortization of intangible assets, and earn-out and contingent compensation expenses related to acquisitions as more fully described in Note 16. |
Legal reserves | Legal reserves —Legal reserves on the Consolidated Statements of Operations are related to certain legal settlements, as more fully described in Note 12. |
Indirect Taxes | Indirect Taxes —The Company records taxes collected from customers and remitted to governmental authorities on a net basis in the Consolidated Statements of Operations. |
Product Warranties | Product Warranties — The Company’s warranty reserve is to cover the products sold. The warranty accrual is based on historical claims information. The warranty reserve is reviewed and adjusted as necessary on a quarterly basis. The warranty accrual is not significant to the Company’s operations. |
Advertising costs | Advertising costs —Advertising costs are charged to operations in the year incurred and totaled $ 1.0 million, $1.0 million and $0.5 million in 2015, 2014 and 2013, respectively. |
Research and Development | Research and Development —Although not technically defined as research and development, a significant amount of time, effort and expense is devoted to (a) custom engineering which qualifies products for specific customer applications, (b) developing proprietary process technology and (c) partnering with customers to develop new products. |
Income taxes | Income taxes —Income taxes are determined using the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, . Under ASC Topic 740, tax expense includes U.S. and international income taxes plus the provision for U.S. taxes on undistributed earnings of international subsidiaries not deemed to be indefinitely reinvested. Tax credits and other incentives reduce tax expense in the year the credits are claimed. Deferred income taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases, and are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. In addition, from time to time, management must assess the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal, state and foreign tax authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions, including many foreign jurisdictions. The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. |
Earnings per share | Earnings per share — The computational components of basic and diluted earnings per share for 2015, 2014 and 2013 are below. For the Year Ended December 31, 2015 Numerator (Loss) Denominator (Shares) Per Share Amount Basic net loss and loss per share $ (5,602 ) 28,792 $ (0.19 ) Effect of dilutive securities: Common stock equivalents arising from stock options and employee stock purchase plan — — — Diluted net loss and loss per share $ (5,602 ) 28,792 $ (0.19 ) For the Year Ended December 31, 2014 Numerator (Income) Denominator (Shares) Per Share Amount Basic net income and earnings per share $ 13,077 25,751 $ 0.51 Effect of dilutive securities: Common stock equivalents arising from stock options and employee stock purchase plan — 446 (0.01 ) Diluted net income and earnings per share $ 13,077 26,197 $ 0.50 For the Year Ended December 31, 2013 Numerator (Income) Denominator (Shares) Per Share Amount Basic net income and earnings per share $ 6,557 20,117 $ 0.33 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 603 (0.01 ) Diluted net income and earnings per share $ 6,557 20,720 $ 0.32 Options and warrants included in the computation of diluted earnings per share are so included on the treasury stock method. For the years ended December 31, 2015, 2014, and 2013, outstanding options and warrants of 1.5 million, 0.1 million, and zero, respectively, were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. 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. |
Foreign Currency Translation | Foreign Currency Translation —The functional currencies of the Company’s subsidiaries in the Netherlands, United Kingdom, Brazil, Canada, China, Mexico, and India are the Euro, Pound, Real, Canadian Dollar, Renminbi, Peso, and Rupee, respectively, and their books and records are maintained in the local currency. Translation adjustments, which are based upon the exchange rate at the balance sheet date for assets and liabilities and weighted-average rate for the Consolidated Statements of Operations, are recorded in Accumulated Other Comprehensive Loss in Shareholders’ equity on the Consolidated Balance Sheets. Transaction (loss)/gain of $(1.7) million, $(2.3) million and $1.0 million were recognized by the Company in 2015, 2014 and 2013, respectively. The transaction (loss)/gain is recorded on the “Other (expense) income” line of the Consolidated Statements of Operations. |
Reclassifications | Reclassifications — Certain prior year amounts have been reclassified in order to conform to the current year presentation. The Company reclassified $4.1 million on the December 31, 2014 Consolidated Balance Sheet and related footnotes from "Goodwill" to "Noncurrent Deferred Tax Liabilities" related to a deferred tax asset associated with the acquired Met-Pro pension plan which was not reflected in the initial purchase price allocation. The Company does not consider this adjustment to be significant to the financial statements. Additionally, as described below, $0.6 million in deferred financing costs were reclassified from “Deferred Charges and Other Assets” to “Debt, Less Current Portion” at December 31, 2014 on the Consolidated Balance Sheet. |
New Financial Accounting Pronouncements Adopted | New Financial Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” ASU 2015-17 eliminates the prior US GAAP guidance in Topic 740, Income Taxes In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” ASU 2015-16 requires adjustments to provisional amounts that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, the amendments in the ASU would require an entity to disclose (either on the face of the income statement or in the notes) the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. The Company is currently evaluating the potential impact of the adoption of ASU 2015-16 on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11 requires inventory within the scope of the ASU (e.g. first-in, first-out (“FIFO”) or average cost) to be measured using the lower of cost and net realizable value. Inventory excluded from the scope of the ASU (i.e., last-in, first-out (“LIFO”) or the retail inventory method) will continue to be measured at the lower of cost or market. The ASU also amends some of the other guidance in Topic 330, “Inventory,” to more clearly articulate the requirements for the measurement and disclosure of inventory. However, those amendments are not intended to result in any changes to current practice. ASU 2015-11 is effective for annual periods beginning after December 15, 2016, 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 Company early adopted this ASU in the year ended December 31, 2015. As a result of the adoption, all debt related costs are now presented as a direct offset to the long-term debt, and therefore $0.6 million in deferred financing costs were reclassified from “Deferred Charges and Other Assets” to “Debt, Less Current Portion” at December 31, 2014 on the Consolidated Balance Sheet. 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. |
Nature of Business and Summar28
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements Include Accounts of Subsidiaries | Principles of consolidation — Our consolidated financial statements include the accounts of the following subsidiaries: % Owned As Of December 31, 2015 CECO Group, Inc. 100 % CECO Group Global Holdings LLC 100 % CECO Filters, Inc. and Subsidiaries (“CFI”) 99 % The Kirk & Blum Manufacturing Company 100 % CECO Abatement Systems, Inc. 100 % EFFOX, Inc. (“Effox”) 100 % Fisher-Klosterman, Inc. (“FKI”) 100 % Flextor, Inc. (“Flextor”) 100 % Adwest Technologies, Inc. (“Adwest”) 100 % Aarding Thermal Acoustics B.V. (“Aarding”) 100 % Met-Pro Technologies LLC (“Met-Pro”) 100 % Peerless Mfg. Co. (“PMFG”) 100 % |
Number of Shares Outstanding for Calculation of Earnings (Loss) Per Share | Earnings per share — The computational components of basic and diluted earnings per share for 2015, 2014 and 2013 are below. For the Year Ended December 31, 2015 Numerator (Loss) Denominator (Shares) Per Share Amount Basic net loss and loss per share $ (5,602 ) 28,792 $ (0.19 ) Effect of dilutive securities: Common stock equivalents arising from stock options and employee stock purchase plan — — — Diluted net loss and loss per share $ (5,602 ) 28,792 $ (0.19 ) For the Year Ended December 31, 2014 Numerator (Income) Denominator (Shares) Per Share Amount Basic net income and earnings per share $ 13,077 25,751 $ 0.51 Effect of dilutive securities: Common stock equivalents arising from stock options and employee stock purchase plan — 446 (0.01 ) Diluted net income and earnings per share $ 13,077 26,197 $ 0.50 For the Year Ended December 31, 2013 Numerator (Income) Denominator (Shares) Per Share Amount Basic net income and earnings per share $ 6,557 20,117 $ 0.33 Effect of dilutive securities and notes: Common stock equivalents arising from stock options and employee stock purchase plan — 603 (0.01 ) Diluted net income and earnings per share $ 6,557 20,720 $ 0.32 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | (Table only in thousands) 2015 2014 Trade receivables $ 12,800 $ 15,875 Contract receivables 86,129 43,218 Allowance for doubtful accounts (1,151 ) (699 ) $ 97,778 $ 58,394 |
Costs and Estimated Earnings 30
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | (Table only in thousands) 2015 2014 Costs incurred on uncompleted contracts $ 178,356 $ 97,848 Estimated earnings 64,957 28,328 243,313 126,176 Less billings to date (228,138 ) (116,533 ) $ 15,175 $ 9,643 Included in the accompanying consolidated balance sheets under the following captions: Costs and estimated earnings in excess of billings on uncompleted contracts $ 43,175 $ 24,371 Billings in excess of costs and estimated earnings on uncompleted contracts (28,000 ) (14,728 ) $ 15,175 $ 9,643 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following: (Table only in thousands) 2015 2014 Raw materials $ 24,339 $ 18,848 Work in process 6,443 2,644 Finished goods 2,717 2,492 Obsolescence allowance (990 ) (568 ) $ 32,509 $ 23,416 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | (Table only in thousands) 2015 2014 Land $ 5,296 $ 1,328 Building and improvements 30,583 13,270 Machinery and equipment 26,731 19,588 62,610 34,186 Less accumulated depreciation (17,629 ) (15,225 ) $ 44,981 $ 18,961 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill / Tradename | (Table only in thousands) Environmental Segment Energy Segment Fluid and Segment Totals Balance of goodwill at December 31, 2013 $ 22,657 $ 14,174 $ 93,057 $ 129,888 2014 acquisitions 32,374 4,752 — 37,126 Foreign currency translation — (1,153 ) — (1,153 ) Balance of goodwill at December 31, 2014 55,031 17,773 93,057 165,861 2015 acquisition — 55,655 — 55,655 Foreign currency translation — (1,353 ) — (1,353 ) Balance of goodwill at December 31, 2015 $ 55,031 $ 72,075 $ 93,057 $ 220,163 Tradenames (Table only in thousands) 2015 2014 Beginning balance $ 19,766 $ 18,419 Acquisitions and related adjustments 10,280 1,730 Impairment (3,340 ) — Foreign currency adjustments (369 ) (383 ) $ 26,337 $ 19,766 |
Intangible Assets - Finite Life | 2015 2014 (Table only in thousands) Intangible assets – finite life Cost Accum. Amort. Cost Accum. Amort Patents $ 1,456 $ 1,456 $ 1,429 $ 1,427 Employment agreements 733 677 733 461 Technology 15,867 4,027 8,677 2,412 Customer lists 77,497 17,756 59,017 9,094 Noncompetition agreements 1,118 257 1,118 34 Tradename 1,390 162 1,390 23 Backlog 4,270 1,423 — — Foreign currency adjustments (2,309 ) (693 ) (800 ) (285 ) $ 100,022 $ 25,065 $ 71,564 $ 13,166 |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | (Table only in thousands) 2015 2014 Trade accounts payable, including due to subcontractors $ 62,199 $ 31,882 Compensation and related benefits 7,899 3,475 Accrued interest 185 193 Current portion of earn-out liability 14,757 8,738 Accrued warranty 3,080 936 Other accrued expenses 10,977 8,595 $ 99,097 $ 53,819 |
Senior debt (Tables)
Senior debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following at December 31, 2015 and 2014: (Table only in thousands) December 31, 2015 December 31, 2014 Outstanding borrowings under Credit Facility (defined below). Term loan payable in quarterly principal installments of $3.2 million through September 2017, $4.3 million through September 2018, and $5.3 million thereafter with balance due upon maturity in September 2020. – Term loan $ 166,813 $ 90,072 – U.S. Dollar revolving loans 8,000 24,000 – Multi-currency revolving loans — — – Unamortized debt discount (4,229 ) (2,368 ) Total outstanding borrowings under Credit Facility 170,584 111,704 Outstanding borrowings (U.S. dollar equivalent) under China Facility (defined below) 1,391 — Outstanding borrowings (U.S. dollar equivalent) under Aarding Facility (defined below) 5,326 — Outstanding borrowings (U.S. dollar equivalent) under Euro-denominated note payable to a bank, payable quarterly installments of €25,000 ($27,000 as of December 31, 2015), plus interest, at a fixed rate of 3.82%, maturing January Netherlands building. 27 152 Total outstanding borrowings $ 177,328 $ 111,856 Less: current portion 19,494 8,887 Total debt, less current portion $ 157,834 $ 102,969 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Dividend Declared | During 2015, 2014 and 2013, our Board declared the following quarterly cash dividends on our common stock: Dividend Per Share Record Date Payment Date $0.066 December 16, 2015 December 30, 2015 $0.066 September 18, 2015 September 30, 2015 $0.066 June 12, 2015 June 26, 2015 $0.066 March 19, 2015 March 31, 2015 $0.060 December 19, 2014 December 30, 2014 $0.060 September 16, 2014 September 30, 2014 $0.060 June 13, 2014 June 27, 2014 $0.050 March 19, 2014 March 31, 2014 $0.050 December 17, 2013 December 31, 2013 $0.050 September 16, 2013 September 30, 2013 $0.050 June 14, 2013 June 28, 2013 $0.050 March 18, 2013 March 28, 2013 |
Summary of Stock Option | Information related to all stock options under the 2007 Plan and 1997 Plan for the years ended December 31, 2015, 2014 and 2013 is shown in the tables below: (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2014 1,727 $ 10.12 7.3 years Granted 286 11.55 Forfeitures (106 ) 12.31 Exercised (30 ) 4.47 Outstanding at December 31, 2015 1,877 10.30 6.8 years $ 1,769 Exercisable at December 31, 2015 977 8.48 5.4 years $ 1,765 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2013 1,807 $ 9.05 7.7 years Granted 280 13.78 Forfeitures (121 ) 12.45 Exercised (239 ) 5.18 Outstanding at December 31, 2014 1,727 10.12 7.3 years $ 9,390 Exercisable at December 31, 2014 655 5.02 5.8 years $ 5,332 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2012 1,244 $ 5.18 6.8 years Granted 923 12.72 Forfeitures (44 ) 9.83 Exercised (316 ) 4.41 Outstanding at December 31, 2013 1,807 9.05 7.7 years $ 12,830 Exercisable at December 31, 2013 557 5.76 5.2 years $ 5,786 |
Summary of Restricted Stock Awards | Information related to all restricted stock awards under the 2007 Plan for the years ended December 31, 2015 and 2014 is shown in the table below. No restricted stock awards were outstanding during the years ended December 31, 2013 and 2012. The fair value of restricted stock awards is based on the price of the stock in the open market on the date of grant. The fair value of the restricted stock awards is recorded as compensation expense on a straight-line basis over the vesting periods of the awards 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. (Shares in thousands) Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2014 6 $ 14.41 Granted 323 9.48 Vested (2 ) 14.41 Forfeited (5 ) 9.44 Nonvested at December 31, 2015 322 9.55 (Shares in thousands) Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2013 — $ — Granted 6 14.41 Vested — — Forfeited — — Nonvested at December 31, 2014 6 14.41 |
Pension and Employee Benefit 37
Pension and Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Changes in Projected Benefit Obligations | The following tables set forth the plans’ changes in benefit obligations, plan assets and funded status on the measurement dates, December 31, 2015, 2014 and 2013, and amounts recognized in our consolidated balance sheets as of those dates. Pension Benefits Other Benefits (Table only in thousands) 2015 2014 2013 2015 2014 2013 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 38,208 $ 32,311 $ 8,535 n/a n/a n/a Accumulated postretirement benefit obligation n/a n/a n/a $ 155 $ 116 $ 89 Projected benefit obligation from acquisition — — 24,364 — — — Service cost 233 204 126 — — — Interest cost 1,412 1,428 676 5 5 3 Amendments — — — 9 24 44 Actuarial (gain)/loss (1,744 ) 6,015 (509 ) 18 38 8 Administrative expenses (214 ) (174 ) (126 ) — — — Benefits paid (1,755 ) (1,576 ) (755 ) (28 ) (28 ) (28 ) Projected benefit obligation at end of year 36,140 38,208 32,311 159 155 116 Change in plan assets: Fair value of plan assets at beginning of year 27,302 25,822 5,549 — — — Fair value of plan assets from acquisition — — 18,654 — — — Actual return on plan assets (443 ) 1,404 2,291 — — — Employer contribution 406 1,826 209 28 28 28 Administrative expenses (214 ) (174 ) (126 ) — — — Benefits paid (1,755 ) (1,576 ) (755 ) (28 ) (28 ) (28 ) Fair value of plan assets at end of year 25,296 27,302 25,822 — — — Funded status $ (10,844 ) $ (10,906 ) $ (6,489 ) $ (159 ) $ (155 ) $ (116 ) Defined benefit liabilities included in accounts payable and accrued expenses $ — $ — $ — $ (26 ) $ (25 ) $ (21 ) Defined benefit liabilities included in other liabilities (10,844 ) (10,906 ) (6,489 ) (133 ) (130 ) (95 ) Deferred tax benefit (expense) associated with accumulated other comprehensive loss (income) 3,154 2,983 608 15 8 (18 ) Accumulated other comprehensive loss (income), net of tax 5,144 4,865 856 27 14 (27 ) Net amount recognized $ (2,546 ) $ (3,058 ) $ (5,025 ) $ (117 ) $ (133 ) $ (161 ) Other comprehensive income (loss): Net loss (gain) $ 708 $ 6,561 $ (1,926 ) $ 17 $ 38 $ 8 Prior service cost — — — 9 24 44 Amortization of prior service cost — (4 ) (1 ) (9 ) (6 ) — Amortization of net actuarial loss (gain) (258 ) (173 ) (370 ) 3 11 14 Total recognized in other comprehensive income (loss) $ 450 $ 6,384 $ (2,297 ) $ 20 $ 67 $ 66 Accumulated other comprehensive income (loss): Net loss (gain) $ 8,298 $ 7,848 $ 1,460 $ (20 ) $ (40 ) $ (89 ) Prior service cost — — 4 62 62 44 Amount recognized in accumulated other comprehensive income (loss) $ 8,298 $ 7,848 $ 1,464 $ 42 $ 22 $ (45 ) Weighted-average assumptions used to determine benefit obligations for the year ended December 31: Discount rate 4.00 % 3.75 % 4.50 % 3.00 % 3.75 % 4.50 % Compensation increase rate n/a n/a n/a n/a n/a n/a |
Weighted-average Assumptions Used to Determine Net Periodic Benefit Cost | The details of net periodic benefit cost for pension benefits included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013 are as follows: (Table only in thousands) 2015 2014 2013 Service cost $ 233 $ 204 $ 126 Interest cost 1,412 1,428 676 Expected return on plan assets (2,009 ) (1,950 ) (871 ) Net amortization and deferral 258 177 370 Net periodic benefit cost $ (106 ) $ (141 ) $ 301 Weighted-average assumptions used to determine net periodic benefit costs for the years ended December 31: Discount rate 3.75 % 4.50 % 3.75% to 4.50% Expected return on assets 7.50 % 7.50 % 7.50% Compensation increase rate n/a n/a n/a |
Details of Defined Benefit Pension Plan Asset Allocation by Asset Category | Our defined benefit pension plan asset allocation by asset category is as follows: Target Allocation Percentage of Plan Assets 2015 2015 2014 Asset Category: Cash and cash equivalents 0 % 25 % 0 % Equity securities 70 % 52 % 64% - 67% Debt securities 30 % 23 % 33% - 36% Total 100 % 100 % 100 % |
Disclosure of Fair Value Measurements of Pension Plan Assets | The levels assigned to the defined benefit plan assets as of December 31, 2015, are summarized in the tables below: (Table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 6,397 $ — $ — $ 6,397 Equity securities 13,187 — — 13,187 Debt securities 5,712 — — 5,712 Total assets $ 25,296 $ — $ — $ 25,296 The levels assigned to the defined benefit plan assets as of December 31, 2014, are summarized in the tables below: (Table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 1,310 $ — $ — $ 1,310 Equity securities 18,274 — — 18,274 Debt securities 7,718 — — 7,718 Total assets $ 27,302 $ — $ — $ 27,302 |
Summary of Pension Fund General Information | Pension Fund EIN/Pension Plan Number Pension Protection Act Zone Status 2012 FIF/RP Status Pending/ Implemented Surcharge Imposed Expiration of Collective Bargaining Agreement Sheet Metal Workers’ National Pension Fund 52-6112463/001 Yellow FIF: Yes - Implemented RP: Yes - Implemented No various Sheet Metal Workers Local 224 Pension Plan 31-6171353/001 Red RP: Yes - Implemented No May 31, 2016 Sheet Metal Workers Local No. 20, Indianapolis Area Pension fund 51-0168516/001 Green Is not subject No May 31, 2017 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256/001 Green Is not subject No May 1, 2018 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Annual Minimum Rental Commitments Under Non-Cancellable Operating Lease | We lease certain facilities on a year-to-year basis. We also have future annual minimum rental commitments under noncancellable operating leases as follows: (Table only in thousands) December 31, Commitment 2016 $ 3,952 2017 2,978 2018 2,546 2019 1,456 2020 1,106 2021 and thereafter 5,089 $ 17,127 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | (Loss) income before income taxes was generated in the United States and globally as follows: (Table only in thousands) 2015 2014 2013 Domestic $ 997 $ 14,638 $ 5,442 Foreign (4,093 ) 1,576 1,013 $ (3,096 ) $ 16,214 $ 6,455 |
Schedule of Income Tax Provision (benefit) | Income tax provision (benefit) consisted of the following for the years ended December 31: (Table only in thousands) 2015 2014 2013 Current: Federal $ 3,429 $ 4,672 $ (1,660 ) State 753 947 (191 ) Foreign 1,944 1,624 623 6,126 7,243 (1,228 ) Deferred: Federal (3,012 ) (3,033 ) 1,000 State (563 ) (367 ) 178 Foreign 87 (706 ) (52 ) (3,488 ) (4,106 ) 1,126 $ 2,638 $ 3,137 $ (102 ) |
Schedule of Reconciliation of Income Tax Provision and Statutory Rate | The income tax provision differs from the statutory rate due to the following: (Table only in thousands) 2015 2014 2013 Tax (benefit) expense at statutory rate $ (1,083 ) $ 5,675 $ 2,194 Increase (decrease) in tax resulting from: State income tax, net of federal benefit 34 416 311 Domestic Production Activities deduction (211 ) (670 ) (295 ) Change in uncertain tax position reserves (1,281 ) 388 599 Permanent differences 1,162 58 510 Impact of rate differences and adjustments (1,489 ) 296 (295 ) Current and prior years R&D tax credits (883 ) (3,026 ) (3,649 ) Non-deductible transaction costs 1,356 — 411 Earnout expenses 3,928 — — Change in valuation allowance 483 — — Audit settlements 65 — — Provision-to-return adjustments 808 — — Other (251 ) — 112 $ 2,638 $ 3,137 $ (102 ) |
Schedule of Net Deferred Tax Assets and Liabilities | Deferred income taxes reflect the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and tax credit carry forwards. The net deferred tax liabilities consisted of the following at December 31: (Table only in thousands) 2015 2014 Gross deferred tax assets: Accrued expenses $ 1,175 $ 66 Reserves on assets 2,949 872 Share-based compensation awards 1,057 735 Minimum pension / post retirement 4,118 3,913 Net operating loss carry-forwards 8,473 206 Tax credit carry-forwards 1,626 — Valuation allowances (1,500 ) (87 ) 17,898 5,705 Gross deferred tax liabilities: Depreciation (3,658 ) (2,104 ) Goodwill and intangibles (30,133 ) (21,197 ) Prepaid expenses and inventory (192 ) (1,526 ) Revenue recognition (1,634 ) (739 ) (35,617 ) (25,566 ) Net deferred liabilities $ (17,719 ) $ (19,861 ) |
Schedule of Amounts Reported in Balance Sheet | Reconciliation to amounts reported in the balance sheet follows: 2015 2014 Net current deferred tax assets included in other current assets $ — $ 1,066 Net non-current deferred tax assets — 3,003 Net current deferred tax liabilities included in accounts payable and accrued expenses — (1,739 ) Net non-current deferred tax liabilities (17,719 ) (22,191 ) Net deferred tax liability $ (17,719 ) $ (19,861 ) |
Schedule of Reconciliation of Uncertain Tax Position | A reconciliation of the beginning and ending amount of uncertain tax position reserves included in other liabilities on the Consolidated Balance Sheets is as follows: (Table only in thousands) 2015 2014 Balance as of January 1, $ 1,166 $ 763 Additions for tax positions current year — 188 Additions for tax positions taken in prior years 50 266 Additions for tax positions of acquired company 1,139 — Reductions for settlements on tax positions of acquired company (165 ) — Reductions for settlements on tax positions of prior years (1,166 ) (51 ) Balance as of December 31, $ 1,024 $ 1,166 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Information of Company's Results of Operations | The following unaudited pro forma information represents the Company’s results of operations as if PMFG acquisition had occurred as of January 1, 2014, the HEE, SAT, Emtrol, and Zhongli acquisitions had occurred as of January 1, 2013, and the Met-Pro and Aarding acquisitions had occurred as of January 1, 2012: Year Ended December 31, (Table only in thousands) 2015 2014 2013 Net sales $ 460,726 $ 493,246 $ 337,767 Net (loss) income $ (29,568 ) $ (22,990 ) $ 2,050 Earnings per share: Basic $ (0.87 ) $ (0.68 ) $ 0.09 Diluted $ (0.87 ) $ (0.68 ) $ 0.08 |
PMFG, Inc. [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 $27,100) $ 93,884 Property and equipment 30,252 Other assets 953 Assets held for sale (a) 950 Deferred income tax asset — Goodwill 55,655 Intangible – finite life 29,940 Intangible – indefinite life 10,280 Total assets acquired 221,914 Current liabilities assumed (73,328 ) Deferred income tax liability (1,899 ) Long term liabilities assumed (3,961 ) Noncontrolling interest (6,000 ) Net assets acquired $ 136,726 (a) The assets held for sale consists primarily of real property, and are valued at the estimated proceeds less cost to sell. The Company has not recorded a gain or loss on the classification of the subject assets to Held for Sale. The Company expects to complete the sale of the subject assets within the next twelve months. |
Zhongli [Member] | |
Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2015. (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 fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2015. (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 fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2015. (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 fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2015. (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 |
Met-Pro [Member] | |
Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2014. (Table only in thousands) Current assets $ 68,766 Property and equipment 15,773 Other assets 1,375 Assets held for sale (a) 10,886 Goodwill 102,552 Intangible – finite life, net 35,810 Intangible – indefinite life 11,910 Total assets acquired 247,072 Current liabilities assumed (13,638 ) Deferred income tax liability (24,784 ) Long term liabilities assumed (6,078 ) Net assets acquired $ 202,572 (a) The assets held for sale consists of primarily real property, and are valued at the estimated proceeds less cost to sell. The Company has not recorded a gain or loss on the classification of the subject assets to Held for Sale. The Company expects to complete the sale of the subject assets within the next twelve months. Three properties were sold during 2015 for total proceeds of $3.2 million. Three properties were sold during 2014 for total proceeds of $6.7 million. The remaining assets held for sale related to the Met-Pro acquisition was $0.7 million at December 31, 2015. During 2015, 2014, and 2013, Met-Pro accounted for $80.9 million, $83.1 million, and $30.5 million of revenue, respectively, and $14.3 million, $14.6 million and $0.9 million pre-tax income, respectively, included in the Company’s results. |
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |
Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing after the Company finalized purchase accounting during 2014. (Table only in thousands) Current assets $ 15,062 Property and equipment 959 Goodwill 7,595 Intangible – finite life, net 13,477 Intangible – indefinite life 2,865 Total assets acquired 39,958 Current liabilities assumed (8,277 ) Deferred income tax liability (4,086 ) Net assets acquired $ 27,595 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Net Sales and Income from Operation by Business Segment | 2015 2014 2013 Net Sales (less intra-, inter-segment sales) (Table only in thousands) Environmental Segment $ 158,371 $ 127,707 $ 101,150 Energy Segment 142,150 70,285 69,355 Fluid Handling and Filtration Segment 67,610 65,638 25,199 Corporate and Other (1) (709 ) (413 ) 1,613 Net sales $ 367,422 $ 263,217 $ 197,317 (1) Includes adjustment for revenue on intercompany jobs. 2015 2014 2013 Income (Loss) from Operations (Table only in thousands) Environmental Segment $ 17,021 $ 16,803 $ 15,422 Energy Segment 3,488 7,799 9,336 Fluid Handling and Filtration Segment 11,741 13,188 1,443 Corporate and Other (2) (26,592 ) (14,297 ) (17,756 ) Eliminations (709 ) (1,830 ) (1,473 ) Income from operations $ 4,949 $ 21,663 $ 6,972 (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 | December 31, 2015 2014 2013 Property and Equipment Additions (Table only in thousands) Environmental Segment $ 166 $ 486 $ 266 Energy Segment 429 136 476 Fluid Handling and Filtration Segment 150 486 628 Corporate and Other 18 43 7 Property and equipment additions $ 763 $ 1,151 $ 1,377 2015 2014 2013 Depreciation and Amortization (Table only in thousands) Environmental Segment $ 4,443 $ 2,263 $ 1,264 Energy Segment 5,293 2,329 2,174 Fluid Handling and Filtration Segment 6,331 6,545 3,048 Corporate and Other 453 131 161 Depreciation and amortization $ 16,520 $ 11,268 $ 6,647 December 31, 2015 2014 Identifiable Assets (Table only in thousands) Environmental Segment $ 135,171 $ 135,392 Energy Segment 283,002 92,845 Fluid Handling and Filtration Segment 161,394 168,605 Corporate and Other (3) 19,252 15,265 Identifiable assets $ 598,819 $ 412,107 (3) Corporate assets primarily consist of cash and income tax related assets. |
Goodwill | December 31, 2015 2014 (Table only in thousands) Environmental Segment $ 55,031 $ 55,031 Energy Segment 72,075 17,773 Fluid Handling and Filtration Segment 93,057 93,057 Goodwill $ 220,163 $ 165,861 |
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: Year Ended December 31, 2015 Less Inter-Segment Sales Total Sales Intra - Segment Sales Environmental Energy FHF Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Environmental Segment $ 167,247 $ (6,744 ) $ — $ (1,937 ) $ (195 ) $ — $ 158,371 Energy Segment 147,661 (4,876 ) (635 ) — — — 142,150 Fluid Handling and Filtration Segment 70,084 (2,277 ) (197 ) — — — 67,610 Corporate and Other (4) — — — — — (709 ) (709 ) Net Sales $ 384,992 $ (13,897 ) $ (832 ) $ (1,937 ) $ (195 ) $ (709 ) $ 367,422 Year Ended December 31, 2014 Less Inter-Segment Sales Total Sales Intra - Segment Sales Environmental Energy FHF Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Environmental Segment $ 136,544 $ (7,089 ) $ — $ (1,403 ) $ (345 ) $ — $ 127,707 Energy Segment 76,302 (5,964 ) (53 ) — — — 70,285 Fluid Handling and Filtration Segment 67,558 (1,845 ) (75 ) — — — 65,638 Corporate and Other (4) — — — — — (413 ) (413 ) Net Sales $ 280,404 $ (14,898 ) $ (128 ) $ (1,403 ) $ (345 ) $ (413 ) $ 263,217 Year Ended December 31, 2013 Less Inter-Segment Sales Total Sales Intra - Segment Sales Environmental Energy FHF Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Environmental Segment $ 108,939 $ (6,552 ) $ — $ (831 ) $ (406 ) $ — $ 101,150 Energy Segment 71,455 (1,921 ) (179 ) — — — 69,355 Fluid Handling and Filtration Segment 26,181 (721 ) (261 ) — — — 25,199 Corporate and Other (4) 1,478 — — — — 135 1,613 Net Sales $ 208,053 $ (9,194 ) $ (440 ) $ (831 ) $ (406 ) $ 135 $ 197,317 (4) Includes adjustment for revenue on intercompany jobs. |
Quarterly Data (Unaudited) (Tab
Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarter (Table only in thousands) First Second Third Fourth Year ended December 31, 2015 Net sales $ 80,985 $ 86,961 $ 98,230 $ 101,246 (1) Gross profit 20,975 26,628 30,795 30,773 (1) Net income (loss) 198 2,104 (4,825 ) (3,211 ) Net income (loss) attributable to CECO Environmental Corp. 198 2,104 (4,825 ) (3,079 ) Basic earnings per share $ 0.01 $ 0.08 $ (0.17 ) $ (0.09 ) Diluted earnings per share $ 0.01 $ 0.08 $ (0.17 ) $ (0.09 ) Year ended December 31, 2014 Net sales $ 57,170 $ 66,641 $ 63,300 $ 76,106 Gross profit 19,729 21,449 21,058 22,587 Net income 3,021 4,493 3,703 1,860 Basic earnings per share $ 0.12 $ 0.18 $ 0.14 $ 0.07 Diluted earnings per share $ 0.12 $ 0.17 $ 0.14 $ 0.07 (1) In making final closing adjustments for the year ended December 31, 2015, the Company became aware of additional information affecting the determination of year-to-date revenue recognition for certain business units, which resulted in the Company recording, for the three month period ended December 31, 2015, a decrease in net sales of $5.2 million, and a decrease in cost of goods sold of $5.0 million. |
Nature of Business and Summar43
Nature of Business and Summary of Significant Accounting Policies - Consolidated Financial Statements Include Accounts of Subsidiaries (Detail) | Dec. 31, 2015 |
CECO Group, Inc. [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
CECO Group Global Holdings LLC [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
CECO Filters, Inc. and Subsidiaries ("CFI") [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 99.00% |
The Kirk And Blum Manufacturing Company [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
CECO Abatement Systems, Inc. [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
EFFOX, Inc. ( "Effox") [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
Fisher-Klosterman, Inc. ("FKI") [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
Flextor, Inc. ("Flextor") [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
Adwest Technologies, Inc. ('Adwest') [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
Met-Pro Technologies LLC ("Met-Pro") [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
Peerless Mfg. Co. (“PMFG”) [Member] | |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |
CECO Group Global Holdings LLC | 100.00% |
Nature of Business and Summar44
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Subsidiaryshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Cash equivalents and restricted cash, original maturities of highly liquid investments | 3 months | ||
Restricted cash | $ 5,319,000 | $ 1,200,000 | |
Accounts receivables payment period from invoice date | 30 days | ||
Inventory valued on last-in, first-out method | 13.00% | ||
Capitalized deferred financing costs | $ 2,900,000 | 400,000 | $ 2,700,000 |
Capitalized deferred financing costs | 4,200,000 | 2,400,000 | |
Amortization of deferred finance cost | 1,062,000 | 561,000 | 304,000 |
Provision for Estimated losses on uncompleted contracts | 0 | 0 | 0 |
Advertisement expense | $ 1,000,000 | $ 1,000,000 | $ 500,000 |
Anti-dilutive options and warrants outstanding | shares | 1,500,000 | 100,000 | 0 |
Foreign Currency Transaction Gain (Loss) | $ (1,700,000) | $ (2,300,000) | $ 1,000,000 |
Deferred tax assets | 17,898,000 | 5,705,000 | |
New Accounting Pronouncement Early Adoption Effect [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Deferred tax assets | 4,100,000 | ||
Interest Expense [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized deferred financing costs | 300,000 | ||
Amortization of deferred finance cost | 800,000 | 600 | $ 300 |
Discount to Debt [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized deferred financing costs | $ 4,200,000 | $ 2,300,000 | |
Patents [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 17 years | ||
Tradename [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 10 years | ||
Non-compete Agreements [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 5 years | ||
Employment Agreements [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 3 years | ||
Backlog [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 1 year | ||
Minimum [Member] | Technology [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 7 years | ||
Minimum [Member] | Customer Lists [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 5 years | ||
Maximum [Member] | Technology [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 10 years | ||
Maximum [Member] | Customer Lists [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 20 years | ||
Building and Improvements [Member] | Minimum [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Building and Improvements [Member] | Maximum [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 2 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 15 years | ||
CECO Filters, Inc. and Subsidiaries ("CFI") [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of wholly owned subsidiaries | Subsidiary | 2 | ||
CECO Group Global Holdings LLC | 99.00% | ||
Fisher-Klosterman, Inc. ("FKI") [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of wholly owned subsidiaries | Subsidiary | 3 | ||
CECO Group Global Holdings LLC | 100.00% | ||
Met-Pro Technologies LLC ("Met-Pro") [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of wholly owned subsidiaries | Subsidiary | 11 | ||
CECO Group Global Holdings LLC | 100.00% | ||
CECO Group, Inc. [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of wholly owned subsidiaries | Subsidiary | 2 | ||
CECO Group Global Holdings LLC | 100.00% | ||
Peerless Mfg. Co. (“PMFG”) [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of wholly owned subsidiaries | Subsidiary | 5 | ||
Ownership percentage by parent | 60.00% | ||
Percentage of ownership by parent in net income loss | 80.00% | ||
CECO Group Global Holdings LLC | 100.00% |
Nature of Business and Summar45
Nature of Business and Summary of Significant Accounting Policies - Number of Shares Outstanding for Calculation of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Basic net income and earnings per share, Numerator (Income) | $ (3,211) | $ (4,825) | $ 2,104 | $ 198 | $ 1,860 | $ 3,703 | $ 4,493 | $ 3,021 | $ (5,602) | $ 13,077 | $ 6,557 |
Diluted net income and earnings per share, Numerator (Income) | $ (5,602) | $ 13,077 | $ 6,557 | ||||||||
Basic net income and earnings per share, Denominator (Shares) | 28,791,662 | 25,750,972 | 20,116,991 | ||||||||
Common stock equivalents arising from stock options and employee stock purchase plan, Denominator (Shares) | 446,000 | 603,000 | |||||||||
Diluted net income and earnings per share Denominator (Shares) | 28,791,662 | 26,196,901 | 20,719,951 | ||||||||
Basic net income and earnings per share, Per Share Amount | $ (0.09) | $ (0.17) | $ 0.08 | $ 0.01 | $ 0.07 | $ 0.14 | $ 0.18 | $ 0.12 | $ (0.19) | $ 0.51 | $ 0.33 |
Common stock equivalents arising from stock options and employee stock purchase plan, Per share amount | (0.01) | (0.01) | |||||||||
Diluted net income and earnings per share | $ (0.09) | $ (0.17) | $ 0.08 | $ 0.01 | $ 0.07 | $ 0.14 | $ 0.17 | $ 0.12 | $ (0.19) | $ 0.50 | $ 0.32 |
New Financial Accounting Pronou
New Financial Accounting Pronouncements - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Accounting Changes And Error Corrections [Abstract] | |
Reclassified from deferred charges and other assets to debt, less current portion | $ 0.6 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Cash held internationally, principally in Netherlands, United Kingdom, China and Canada | $ 23.3 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contract receivables | $ 86,129 | $ 43,218 |
Allowance for doubtful accounts | (1,151) | (699) |
Accounts receivable, Total | 97,778 | 58,394 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 12,800 | $ 15,875 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Receivables [Abstract] | |||
Amount billed but not received under retainage provisions in contracts | $ 2,300,000 | $ 500,000 | |
Retainage receivables on contracts period | 1 year | ||
Provision for doubtful accounts | $ 700,000 | 300,000 | $ 100,000 |
Charge-offs (recoveries) | $ 200,000 | $ 300,000 | $ (35,000) |
Costs and Estimated Earnings 50
Costs and Estimated Earnings on Uncompleted Contracts - Costs and Estimated Earnings on Uncompleted Contracts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Costs In Excess Of Billings On Uncompleted Contracts Or Programs [Abstract] | ||
Costs incurred on uncompleted contracts | $ 178,356 | $ 97,848 |
Estimated earnings | 64,957 | 28,328 |
Contract Revenues | 243,313 | 126,176 |
Less billings to date | (228,138) | (116,533) |
Net bills receivable | 15,175 | 9,643 |
Included in the accompanying consolidated balance sheets under the following captions: | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | 43,175 | 24,371 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (28,000) | (14,728) |
Net bills receivable | $ 15,175 | $ 9,643 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Net [Abstract] | ||
Raw materials | $ 24,339 | $ 18,848 |
Work in process | 6,443 | 2,644 |
Finished goods | 2,717 | 2,492 |
Obsolescence allowance | (990) | (568) |
Inventory, net | $ 32,509 | $ 23,416 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Inventory Disclosure [Abstract] | |||
Amounts credited to the allowance for obsolete inventory | $ 680 | $ 566 | $ (105) |
Items charged to the allowance for inventory write-offs | $ 200 | $ 500 | $ 0 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 62,610 | $ 34,186 |
Less accumulated depreciation | (17,629) | (15,225) |
Property, plant and equipment, net | 44,981 | 18,961 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,296 | 1,328 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 30,583 | 13,270 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 26,731 | $ 19,588 |
Property, Plant and Equipment54
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 4.2 | $ 3.7 | $ 2 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill, beginning balance | $ 165,861 | $ 129,888 |
Goodwill, acquisitions and related adjustments | 55,655 | 37,126 |
Goodwill, foreign currency translation | (1,353) | (1,153) |
Goodwill, ending balance | 220,163 | 165,861 |
Tradename, beginning balance | 19,766 | 18,419 |
Tradename, acquisitions and related adjustments | 10,280 | 1,730 |
Tradename, impairment | (3,340) | |
Tradename, foreign currency adjustments | (369) | (383) |
Tradename, ending balance | 26,337 | 19,766 |
Environmental Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 55,031 | 22,657 |
Goodwill, acquisitions and related adjustments | 0 | 32,374 |
Goodwill, foreign currency translation | 0 | 0 |
Goodwill, ending balance | 55,031 | 55,031 |
Energy Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 17,773 | 14,174 |
Goodwill, acquisitions and related adjustments | 55,655 | 4,752 |
Goodwill, foreign currency translation | (1,353) | (1,153) |
Goodwill, ending balance | 72,075 | 17,773 |
Fluid Handling and Filtration Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 93,057 | 93,057 |
Goodwill, acquisitions and related adjustments | 0 | 0 |
Goodwill, foreign currency translation | 0 | 0 |
Goodwill, ending balance | $ 93,057 | $ 93,057 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Aggregate amount of goodwill acquired | $ 237,300,000 | ||
Aggregate amount of impairment | 17,100,000 | ||
Goodwill | 220,163,000 | $ 165,861,000 | $ 129,888,000 |
Intangible assets – indefinite life | 26,337,000 | 19,766,000 | 18,419,000 |
Impairment of intangible assets | 3,340,000 | ||
Goodwill or indefinite life intangible asset charges | 0 | 0 | |
Amortization expense of finite life intangible assets | 12,300,000 | $ 7,600,000 | $ 4,700,000 |
Amortization expense of finite life intangibles for 2016 | 14,000,000 | ||
Amortization expense of finite life intangibles for 2017 | 11,600,000 | ||
Amortization expense of finite life intangibles for 2018 | 10,000,000 | ||
Amortization expense of finite life intangibles for 2019 | 8,900,000 | ||
Amortization expense of finite life intangibles for 2020 | 7,100,000 | ||
Reporting Unit One [Member] | |||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Goodwill impairment charges | 0 | ||
Goodwill | $ 77,900,000 | ||
Estimated fair value of goodwill exceeds from its carrying value | 8.00% | ||
Decrease in projected revenue growth rate | 1.10% | ||
Decrease in projected operational profit | 3.90% | ||
Three Reporting Units [Member] | |||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Intangible assets – indefinite life | $ 10,000,000 | ||
Fair value lower than the aggregate carrying value | 33.40% | ||
Impairment of intangible assets | $ 3,300,000 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Intangible Assets - Finite Life (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 100,022 | $ 71,564 |
Accumulated Amortization | 25,065 | 13,166 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,456 | 1,429 |
Accumulated Amortization | 1,456 | 1,427 |
Employment Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 733 | 733 |
Accumulated Amortization | 677 | 461 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 15,867 | 8,677 |
Accumulated Amortization | 4,027 | 2,412 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 77,497 | 59,017 |
Accumulated Amortization | 17,756 | 9,094 |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,118 | 1,118 |
Accumulated Amortization | 257 | 34 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,390 | 1,390 |
Accumulated Amortization | 162 | 23 |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,270 | |
Accumulated Amortization | 1,423 | |
Foreign Currency Adjustments [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | (2,309) | (800) |
Accumulated Amortization | $ (693) | $ (285) |
Accounts Payable and Accrued 58
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Trade accounts payable, including due to subcontractors | $ 62,199 | $ 31,882 |
Compensation and related benefits | 7,899 | 3,475 |
Accrued interest | 185 | 193 |
Current portion of earn-out liability | 14,757 | 8,738 |
Accrued warranty | 3,080 | 936 |
Other accrued expenses | 10,977 | 8,595 |
Accounts payable and accrued expenses | $ 99,097 | $ 53,819 |
Senior Debt - Summary of Debt (
Senior Debt - Summary of Debt (Detail) $ in Thousands, ¥ in Millions | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2012CNY (¥) |
Debt Instrument [Line Items] | ||||
Total outstanding borrowings | $ 177,328 | $ 111,856 | ||
Less: current portion | 19,494 | 8,887 | ||
Total debt, less current portion | 157,834 | 102,969 | ||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total outstanding borrowings | 166,813 | 90,072 | ||
China Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total outstanding borrowings under Credit Facility | $ 1,400 | ¥ 9 | ||
US Dollar Borrowings [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total outstanding borrowings | 170,584 | 111,704 | ||
US Dollar Borrowings [Member] | U.S. Dollar Revolving Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Total outstanding borrowings under Credit Facility | 8,000 | 24,000 | ||
US Dollar Borrowings [Member] | China Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total outstanding borrowings under Credit Facility | 1,391 | |||
Term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt discount | (4,229) | (2,368) | ||
U S Dollar Euro [Member] | ||||
Debt Instrument [Line Items] | ||||
Total outstanding borrowings | 27 | $ 152 | ||
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | US Dollar Borrowings [Member] | ||||
Debt Instrument [Line Items] | ||||
Total outstanding borrowings | $ 5,326 |
Senior Debt - Summary of Debt60
Senior Debt - Summary of Debt (Parenthetical) (Detail) - 12 months ended Dec. 31, 2015 | USD ($) | EUR (€) |
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | $ 27,000 | |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Term loans, year of maturity | 2016-01 | 2016-01 |
Interest rate | 3.82% | 3.82% |
U S Dollar Euro [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | € | € 25,000 | |
Term Loan [Member] | Debt Instrument, Redemption, through September 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | $ 3,200,000 | |
Term loans, year of maturity | 2017-09 | 2017-09 |
Term Loan [Member] | Debt Instrument, Redemption, through September 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | $ 4,300,000 | |
Term loans, year of maturity | 2018-09 | 2018-09 |
Term Loan [Member] | Debt Instrument, Redemption, through September 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under Euro denominated note payable to bank | $ 5,300,000 | |
Term loans, year of maturity | 2020-09 | 2020-09 |
Senior Debt - Additional Inform
Senior Debt - Additional Information (Detail) ¥ in Millions, £ in Millions | 12 Months Ended | ||||||||||||||
Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2015GBP (£) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2015GBP (£) | Sep. 03, 2015USD ($) | Dec. 31, 2014EUR (€) | Nov. 18, 2014USD ($) | Aug. 27, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2012CNY (¥) | Aug. 17, 2012USD ($) | Aug. 17, 2012EUR (€) | |
Line Of Credit Facility [Line Items] | |||||||||||||||
Long-term debt, principal payment 2016 | $ 19,500,000 | ||||||||||||||
Long-term debt, principal payment 2017 | 13,800,000 | ||||||||||||||
Long-term debt, principal payment 2018 | 18,100,000 | ||||||||||||||
Long-term debt, principal payment 2019 | 21,300,000 | ||||||||||||||
Long-term debt, principal payment 2020 | $ 108,900,000 | ||||||||||||||
Increased credit facility commitment for either revolving credit facility or term loan facility | $ 50,000,000 | ||||||||||||||
Weighted average interest rate on outstanding borrowings | 3.42% | 2.24% | 3.42% | 3.42% | 2.24% | ||||||||||
Interest rate swap, fair value | $ 400,000 | ||||||||||||||
Changes in fair value income (loss) | $ 400,000 | ||||||||||||||
Maximum consolidated leverage ratio | 375.00% | 375.00% | 375.00% | ||||||||||||
Minimum fixed charge coverage ratio | 125.00% | 125.00% | 125.00% | ||||||||||||
Increased interest rate of loan due to default | 2.00% | 2.00% | 2.00% | ||||||||||||
Decrease in consolidated leverage ratio in next twelve months | 350.00% | 350.00% | 350.00% | ||||||||||||
Decrease in consolidated leverage ratio in year two | 300.00% | 300.00% | 300.00% | ||||||||||||
Decrease in consolidated leverage ratio thereafter | 300.00% | 300.00% | 300.00% | ||||||||||||
Other expenses for credit agreement | $ 6,000,000 | ||||||||||||||
Payment of customary fees under credit agreement | 2,900,000 | ||||||||||||||
Unamortized deferred financing costs | 4,200,000 | $ 2,400,000 | |||||||||||||
Amortization expense | 800,000 | 600,000 | $ 300,000 | ||||||||||||
Debt instrument fees expensed | 5,964,000 | 3,138,000 | $ 1,499,000 | ||||||||||||
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Facilities agreement, amount | $ 11,500,000 | € 10,500,000 | |||||||||||||
Maximum debt as proportion of EBITDA | 3.00% | 3.00% | |||||||||||||
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | Bank Overdrafts [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Aggregate principal amount outstanding under the credit facilities | $ 5,300,000 | 0 | € 4,900,000 | € 0 | |||||||||||
Weighted average interest rate on outstanding borrowings | 1.95% | 1.95% | 1.95% | ||||||||||||
Facilities agreement, amount | $ 3,800,000 | € 3,500,000 | |||||||||||||
Debt instrument variable interest rate description | Three months Euribor plus 195 basis points | Three months Euribor plus 195 basis points | Three months Euribor plus 195 basis points | ||||||||||||
Minimum [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Borrowers solvency ratio | 30.00% | 30.00% | |||||||||||||
Cross Currency Interest Rate Contract [Member] | Minimum [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% | 2.00% | 2.00% | ||||||||||||
Cross Currency Interest Rate Contract [Member] | Maximum [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.00% | 3.00% | 3.00% | ||||||||||||
Federal Funds Rate [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 0.50% | 0.50% | 0.50% | ||||||||||||
One-Month LIBOR [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.00% | 1.00% | 1.00% | ||||||||||||
Base Rate [Member] | Minimum [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.00% | 1.00% | 1.00% | ||||||||||||
Base Rate [Member] | Maximum [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% | 2.00% | 2.00% | ||||||||||||
Credit Agreement [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Unused credit availability under credit facility | $ 56,600,000 | 71,500,000 | |||||||||||||
Debt instrument fees expensed | 300,000 | ||||||||||||||
Debenture Agreement [Member] | United Kingdom [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Cash deposit | 2,900,000 | £ 1.9 | |||||||||||||
Debenture Agreement [Member] | Germany [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Cash deposit | 700,000 | € 700,000 | |||||||||||||
Term Loan [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Borrowing capacity under credit facility | $ 65,000,000 | ||||||||||||||
Increased credit facility commitment for either revolving credit facility or term loan facility | $ 170,000,000 | 35,000,000 | |||||||||||||
Term Loan [Member] | Met-Pro [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Borrowing capacity under credit facility | 65,000,000 | ||||||||||||||
U.S. Dollar Revolving Loans [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Borrowing capacity under credit facility | 70,500,000 | ||||||||||||||
Increased credit facility commitment for either revolving credit facility or term loan facility | $ 15,000,000 | ||||||||||||||
Decreased credit facility commitment for either revolving credit facility or term loan facility | $ 60,500,000 | ||||||||||||||
U.S. Dollar Revolving Loans [Member] | Met-Pro [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Borrowing capacity under credit facility | 52,000,000 | ||||||||||||||
Multi-currency Revolving Credit Facility [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Borrowing capacity under credit facility | $ 19,500,000 | ||||||||||||||
Letters of Credit [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Aggregate principal amount outstanding under the credit facilities | 15,400,000 | 9,500,000 | |||||||||||||
Bank Guarantee Facility [Member] | Singapore [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Aggregate principal amount outstanding under the credit facilities | 1,500,000 | ||||||||||||||
Cash deposit | 500,000 | ||||||||||||||
Bank Guarantee Facility [Member] | Aarding Thermal Acoustics B.V. ("Aarding") [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Aggregate principal amount outstanding under the credit facilities | $ 6,600,000 | $ 6,000,000 | € 6,100,000 | € 5,500,000 | |||||||||||
Weighted average interest rate on outstanding borrowings | 2.65% | 2.65% | 2.65% | ||||||||||||
Facilities agreement, amount | $ 7,600,000 | € 7,000,000 | |||||||||||||
Debt instrument variable interest rate description | Three months Euribor plus 265 basis points | Three months Euribor plus 265 basis points | Three months Euribor plus 265 basis points | ||||||||||||
China Facility [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Aggregate principal amount outstanding under the credit facilities | $ 1,400,000 | ¥ 9 | |||||||||||||
Interest rate | 4.79% | 4.79% | |||||||||||||
Letter Of Credit And Bank Guarantees [Member] | Debenture Agreement [Member] | United Kingdom [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Aggregate principal amount outstanding under the credit facilities | $ 9,000,000 | £ 6 | |||||||||||||
Outstanding stand-by letters of credit and bank guarantees | 5,800,000 | £ 3.9 | |||||||||||||
Letter Of Credit And Bank Guarantees [Member] | Debenture Agreement [Member] | Germany [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Aggregate principal amount outstanding under the credit facilities | 1,200,000 | € 1,100,000 | |||||||||||||
Outstanding stand-by letters of credit and bank guarantees | $ 1,200,000 | € 1,100,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Dividend Declared (Detail) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Dividends Declared [Line Items] | |
Record Date | Mar. 19, 2016 |
Payment Date | Mar. 31, 2016 |
Record Date One [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.066 |
Record Date | Dec. 16, 2015 |
Payment Date | Dec. 30, 2015 |
Record Date Two [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.066 |
Record Date | Sep. 18, 2015 |
Payment Date | Sep. 30, 2015 |
Record Date Three [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.066 |
Record Date | Jun. 12, 2015 |
Payment Date | Jun. 26, 2015 |
Record Date Four [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.066 |
Record Date | Mar. 19, 2015 |
Payment Date | Mar. 31, 2015 |
Record Date Five [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.060 |
Record Date | Dec. 19, 2014 |
Payment Date | Dec. 30, 2014 |
Record Date Six [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.060 |
Record Date | Sep. 16, 2014 |
Payment Date | Sep. 30, 2014 |
Record Date Seven [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.060 |
Record Date | Jun. 13, 2014 |
Payment Date | Jun. 27, 2014 |
Record Date Eight [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.050 |
Record Date | Mar. 19, 2014 |
Payment Date | Mar. 31, 2014 |
Record Date Nine [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.050 |
Record Date | Dec. 17, 2013 |
Payment Date | Dec. 31, 2013 |
Record Date Ten [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.050 |
Record Date | Sep. 16, 2013 |
Payment Date | Sep. 30, 2013 |
Record Date Eleven [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.050 |
Record Date | Jun. 14, 2013 |
Payment Date | Jun. 28, 2013 |
Record Date Twelve [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.050 |
Record Date | Mar. 18, 2013 |
Payment Date | Mar. 28, 2013 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 09, 2016 | Aug. 13, 2012 | |
Class of Stock [Line Items] | ||||||
Dividend payable date | Mar. 31, 2016 | |||||
Dividend recorded date | Mar. 19, 2016 | |||||
Issuance of common stock Dividend Reinvestment Plan | 100,000,000 | 100,000,000 | ||||
Number of stock option granted | 286,000 | 280,000 | 923,000 | |||
Number of performance-based awards outstanding | 53,000 | |||||
Share-based compensation expense | $ 1,900,000 | $ 1,700,000 | $ 1,100,000 | |||
Tax benefit related to stock based compensation expense | 0 | 200,000 | 300,000 | |||
Equity compensation expense capitalized in inventory or fixed assets | $ 0 | |||||
Number of shares authorized in employee stock purchase plan | 1,500,000 | |||||
Employee stock purchase plan period | 10 years | |||||
Discount from market price | 15.00% | |||||
Employees offering dates intervals | 6 months | |||||
Employee stock purchase plan expense | 54,000 | 19,000 | $ 19,000 | |||
Contributions to the employees' stock ownership trust in cash | $ 0 | $ 0 | $ 0 | |||
Contributions to the employees' stock ownership trust in shares | 0 | 0 | 0 | |||
Weighted-average fair value of stock options granted | $ 4.35 | $ 6.48 | $ 6.18 | |||
Expected Volatility Rate | 44.00% | 55.00% | 57.00% | |||
Expected Term Period | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 6 months | |||
Risk-Free Interest Rate | 1.90% | 2.20% | 2.20% | |||
Expected dividend rate | 2.40% | 1.70% | 1.60% | |||
Cash received from employee stock option exercised | $ 100,000 | $ 1,200,000 | $ 1,400,000 | |||
Intrinsic value of option exercised | $ 200,000 | $ 2,400,000 | 2,700,000 | |||
Warrants issued to acquire Icarus Share | 250,000 | |||||
Warrants exercise price | $ 9.07 | |||||
Warrants expiration date | Dec. 26, 2016 | |||||
Aggregate value transaction value of share purchased | $ 973,000 | $ 2,365,000 | ||||
Market price per share | $ 13.14 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share purchased | 0 | 61,500 | 180,000 | |||
Aggregate value transaction value of share purchased | $ 1,000 | $ 2,000 | ||||
Restricted Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Unrecognized compensation expense related to stock options and restricted stock | $ 7,200,000 | |||||
Weighted average vesting period | 3 years 1 month 6 days | |||||
Dividend Reinvestment Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock Dividend Reinvestment Plan | 750,000 | |||||
2007 Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of stock option granted | 286,000 | 280,000 | ||||
Number of restricted stock awards granted | 323,000 | 6,000 | ||||
Number of shares reserved for issuance | 3,300,000 | |||||
Shares available for future grant | 511,000 | |||||
2007 Plan [Member] | Non Employee Stock Option [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
2007 stock options or stock awards, vesting period | 1 year | |||||
2007 Plan [Member] | Non Employee Stock Option [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
2007 stock options or stock awards, vesting period | 3 years | |||||
2007 Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
2007 stock options or stock awards, vesting period | 3 years | |||||
2007 Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
2007 stock options or stock awards, vesting period | 5 years | |||||
2007 Plan [Member] | Restricted Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Restricted stock awards outstanding | 323,000 | 6,000 | 0 | 0 | ||
Awards Subject to Service Requirements [Member] | Employee Stock Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
2007 stock options or stock awards, vesting period | 4 years | |||||
Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Quarterly dividend declared per share | $ 0.066 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ||||
Beginning balance of outstanding shares | 1,727 | 1,807 | 1,244 | |
Granted, Shares | 286 | 280 | 923 | |
Forfeitures, Shares | (106) | (121) | (44) | |
Exercised, Shares | (30) | (239) | (316) | |
Ending balance of outstanding, shares | 1,877 | 1,727 | 1,807 | 1,244 |
Exercisable, Shares | 977 | 655 | 557 | |
Beginning Balance of Outstanding Weighted Average Exercise Price | $ 10.12 | $ 9.05 | $ 5.18 | |
Granted, Weighted Average Exercise Price | 11.55 | 13.78 | 12.72 | |
Forfeitures, Weighted Average Exercise Price | 12.31 | 12.45 | 9.83 | |
Exercised, Weighted Average Exercise Price | 4.47 | 5.18 | 4.41 | |
Ending Balance of Outstanding Weighted Average Exercise Price | 10.30 | 10.12 | 9.05 | $ 5.18 |
Exercisable, Weighted Average Exercise Price | $ 8.48 | $ 5.02 | $ 5.76 | |
Outstanding, Weighted Average Remaining Contractual Term | 6 years 9 months 18 days | 7 years 3 months 18 days | 7 years 8 months 12 days | 6 years 9 months 18 days |
Exercisable, Weighted Average Remaining Contractual Term | 5 years 4 months 24 days | 5 years 9 months 18 days | 5 years 2 months 12 days | |
Outstanding, Aggregate Intrinsic Value | $ 9,390 | $ 12,830 | ||
Outstanding, Aggregate Intrinsic Value | 1,769 | 9,390 | $ 12,830 | |
Exercisable, Aggregate Intrinsic Value | $ 1,765 | $ 5,332 | $ 5,786 |
Shareholders' Equity - Summar65
Shareholders' Equity - Summary of Restricted Stock Awards (Detail) - Restricted Stock [Member] - 2007 Plan [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | ||
Beginning balance , Nonvested shares | 6 | 0 |
Granted , Nonvested shares | 323 | 6 |
Vested , Nonvested shares | (2) | 0 |
Forfeited , Nonvested shares | (5) | 0 |
Ending balance , Nonvested shares | 322 | 6 |
Beginning balance ,Weighted average grant date fair value | $ 14.41 | $ 0 |
Granted ,Weighted average grant date fair value | 9.48 | 14.41 |
Vested , Weighted average grant date fair value | 14.41 | 0 |
Forfeited , Weighted average grant date fair value | 9.44 | 0 |
Ending balance , Weighted average grant date fair value | $ 9.55 | $ 14.41 |
Pension and Employee Benefit 66
Pension and Employee Benefit Plans - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)Plan | |
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Number Of Defined Benefit Pension Plans, acquired | Plan | 2 | ||
Increase (decrease) in minimum liability after tax of defined benefit plans | $ (300,000) | $ 4,000,000 | $ (1,400,000) |
Current Assets Mix percentage | 100.00% | 100.00% | |
Assumed average annual returns | 7.50% | 7.50% | 7.50% |
Defined benefit plan change in discount rate projected benefit obligation | $ 1,100,000 | ||
Annual pension expense | 2,000 | ||
Defined benefit plan, expected return on plan assets | 61,000 | ||
Net periodic benefit cost | $ (106,000) | $ (141,000) | $ 301,000 |
Listing under plans Forms 5500 as providing more than 5% contribution | false | ||
Liability has been provided in the accompanying consolidated financial statements | $ 0 | ||
Amounts charged to pension expense | 1,300,000 | 1,200,000 | 1,400,000 |
Aggregate matching contributions and discretionary contributions Amount | 1,200,000 | 1,100,000 | 400,000 |
PMFG, Inc. [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Total cash contribution by employer | $ 100,000 | ||
Employee Deferral Category One [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Profit sharing and 401(k) savings retirement plan for non-union employees Description | The plan covers substantially all employees who have 30 days of service, and who have attained 18 years of age. | ||
Description Increase in matching contributions | We increased, effective January 1, 2008, the matching contributions to 100% of the first 1% and 50% of the next 5% of the employee deferral for a maximum match of 3.5%. | ||
Employer Matching Contribution on First one percent in 2012 & 2013 and three percent in 2014 | 100.00% | ||
Employer Matching Contribution on Next Five percent in 2012 & 2013 and three percent in 2014 | 50.00% | ||
Employer Matching Contribution per employee on Next percentage | 5.00% | ||
Employer Maximum Matching Contribution Percent Of Employee Salary Deferral | 3.50% | ||
Percentage of Employee salary deferral provision | 100.00% | ||
Employee Deferral Category Two [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Employer Matching Contribution on First one percent in 2012 & 2013 and three percent in 2014 | 100.00% | ||
Employer Matching Contribution on Next Five percent in 2012 & 2013 and three percent in 2014 | 50.00% | ||
Employer Matching Contribution per employee on Next percentage | 3.00% | ||
Employer Maximum Matching Contribution Percent Of Employee Salary Deferral | 4.50% | ||
Yellow Zone | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | Between 65 and less than 80 percent | ||
Red Zone | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | Less than 65 percent | ||
Green Zone | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | At least 80 percent | ||
Pension Plan [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Net loss for the defined benefit pension plan to be amortized in next year | $ 200,000 | ||
Prior service cost for the defined benefit pension plan to be amortized in next year | 0 | ||
Estimated pension plan cash obligations payable in 2016 | 1,800,000 | ||
Estimated pension plan cash obligations payable in 2017 | 1,900,000 | ||
Estimated pension plan cash obligations payable in 2018 | 1,900,000 | ||
Estimated pension plan cash obligations payable in 2019 | 2,000,000 | ||
Estimated pension plan cash obligations payable in 2020 | 2,000,000 | ||
Estimated pension plan cash obligations payable in 2021 through 2025 | 10,800,000 | ||
Health Care Plan [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Net loss for the defined benefit pension plan to be amortized in next year | 0 | ||
Prior service cost for the defined benefit pension plan to be amortized in next year | 11,000 | ||
Net periodic benefit cost | $ 12,000 | $ 0 | $ (11,000) |
Weighted average discount rate to determine the net periodic benefit cost | 3.75% | 4.50% | 3.75% |
Estimated pension plan cash obligations payable in 2016 | $ 27,000 | ||
Estimated pension plan cash obligations payable in 2017 | 24,000 | ||
Estimated pension plan cash obligations payable in 2018 | 21,000 | ||
Estimated pension plan cash obligations payable in 2019 | 19,000 | ||
Estimated pension plan cash obligations payable in 2020 | 16,000 | ||
Estimated pension plan cash obligations payable in 2021 through 2025 | $ 52,000 | ||
Minimum [Member] | Debt Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 30.00% | ||
Assumed average annual returns | 4.00% | ||
Minimum [Member] | Equity Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 60.00% | ||
Assumed average annual returns | 8.00% | ||
Maximum [Member] | Debt Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 40.00% | ||
Assumed average annual returns | 6.00% | ||
Maximum [Member] | Equity Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 70.00% | ||
Assumed average annual returns | 12.00% |
Pension and Employee Benefit 67
Pension and Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Change in projected benefit obligation: | ||||
Service cost | $ 233 | $ 204 | $ 126 | |
Interest cost | 1,412 | 1,428 | 676 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 27,302 | |||
Fair value of plan assets at end of year | 25,296 | 27,302 | ||
Accumulated other comprehensive income (loss): | ||||
Amount recognized in accumulated other comprehensive income (loss) | $ (5,170) | $ (4,878) | $ (826) | $ (2,188) |
Weighted-average assumptions used to determine benefit obligations for the year ended December 31: | ||||
Discount rate | 3.75% | 4.50% | ||
Compensation increase rate | 0.00% | 0.00% | 0.00% | |
Pension Plan [Member] | ||||
Change in projected benefit obligation: | ||||
Projected benefit obligation at beginning of year | $ 38,208 | $ 32,311 | $ 8,535 | |
Projected benefit obligation from acquisition | 24,364 | |||
Service cost | 233 | 204 | 126 | |
Interest cost | 1,412 | 1,428 | 676 | |
Actuarial (gain)/loss | (1,744) | 6,015 | (509) | |
Administrative expenses | (214) | (174) | (126) | |
Benefits paid | (1,755) | (1,576) | (755) | |
Projected benefit obligation at end of year | 36,140 | 38,208 | 32,311 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 27,302 | 25,822 | 5,549 | |
Fair value of plan assets from acquisition | 18,654 | |||
Actual return on plan assets | (443) | 1,404 | 2,291 | |
Employer contribution | 406 | 1,826 | 209 | |
Administrative expenses | (214) | (174) | (126) | |
Benefits paid | (1,755) | (1,576) | (755) | |
Fair value of plan assets at end of year | 25,296 | 27,302 | 25,822 | |
Funded status | (10,844) | (10,906) | (6,489) | |
Defined benefit liabilities included in other liabilities | (10,844) | (10,906) | (6,489) | |
Deferred tax benefit (expense) associated with accumulated other comprehensive loss (income) | 3,154 | 2,983 | 608 | |
Accumulated other comprehensive loss (income), net of tax | 5,144 | 4,865 | 856 | |
Net amount recognized | (2,546) | (3,058) | (5,025) | |
Other comprehensive income (loss): | ||||
Net loss (gain) | 708 | 6,561 | (1,926) | |
Amortization of prior service cost | (4) | (1) | ||
Amortization of net actuarial loss (gain) | (258) | (173) | (370) | |
Total recognized in other comprehensive income (loss) | 450 | 6,384 | (2,297) | |
Accumulated other comprehensive income (loss): | ||||
Net loss (gain) | 8,298 | 7,848 | 1,460 | |
Prior service cost | 4 | |||
Amount recognized in accumulated other comprehensive income (loss) | $ 8,298 | $ 7,848 | $ 1,464 | |
Weighted-average assumptions used to determine benefit obligations for the year ended December 31: | ||||
Discount rate | 4.00% | 3.75% | 4.50% | |
Other Postretirement Benefit Plan, Defined Benefit [Member] | ||||
Change in projected benefit obligation: | ||||
Projected benefit obligation at beginning of year | $ 155 | $ 116 | ||
Accumulated postretirement benefit obligation | 155 | 116 | $ 89 | |
Interest cost | 5 | 5 | 3 | |
Amendments | 9 | 24 | 44 | |
Actuarial (gain)/loss | 18 | 38 | 8 | |
Benefits paid | (28) | (28) | (28) | |
Projected benefit obligation at end of year | 159 | 155 | 116 | |
Change in plan assets: | ||||
Employer contribution | 28 | 28 | 28 | |
Benefits paid | (28) | (28) | (28) | |
Funded status | (159) | (155) | (116) | |
Defined benefit liabilities included in accounts payable and accrued expenses | (26) | (25) | (21) | |
Defined benefit liabilities included in other liabilities | (133) | (130) | (95) | |
Deferred tax benefit (expense) associated with accumulated other comprehensive loss (income) | 15 | 8 | (18) | |
Accumulated other comprehensive loss (income), net of tax | 27 | 14 | (27) | |
Net amount recognized | (117) | (133) | (161) | |
Other comprehensive income (loss): | ||||
Net loss (gain) | 17 | 38 | 8 | |
Prior service cost | 9 | 24 | 44 | |
Amortization of prior service cost | (9) | (6) | ||
Amortization of net actuarial loss (gain) | 3 | 11 | 14 | |
Total recognized in other comprehensive income (loss) | 20 | 67 | 66 | |
Accumulated other comprehensive income (loss): | ||||
Net loss (gain) | (20) | (40) | (89) | |
Prior service cost | 62 | 62 | 44 | |
Amount recognized in accumulated other comprehensive income (loss) | $ 42 | $ 22 | $ (45) | |
Weighted-average assumptions used to determine benefit obligations for the year ended December 31: | ||||
Discount rate | 3.00% | 3.75% | 4.50% |
Pension and Employee Benefit 68
Pension and Employee Benefit Plans - Components of Pension and Employee Benefit Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation And Retirement Disclosure [Abstract] | |||
Service cost | $ 233 | $ 204 | $ 126 |
Interest cost | 1,412 | 1,428 | 676 |
Expected return on plan assets | (2,009) | (1,950) | (871) |
Net amortization and deferral | 258 | 177 | 370 |
Net periodic benefit cost | $ (106) | $ (141) | $ 301 |
Pension and Employee Benefit 69
Pension and Employee Benefit Plans - Weighted-average Assumptions Used to Determine Net Periodic Benefit Cost (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.75% | 4.50% | |
Expected return on assets | 7.50% | 7.50% | 7.50% |
Compensation increase rate | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.75% | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.50% |
Pension and Employee Benefit 70
Pension and Employee Benefit Plans - Details of Defined Benefit Pension Plan Asset Allocation by Asset Category (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 100.00% | |
Percentage of Plan Assets | 100.00% | 100.00% |
Cash and cash equivalents [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 0.00% | |
Percentage of Plan Assets | 25.00% | 0.00% |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 70.00% | |
Percentage of Plan Assets | 52.00% | |
Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 30.00% | |
Percentage of Plan Assets | 23.00% | |
Minimum [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets | 64.00% | 64.00% |
Minimum [Member] | Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets | 33.00% | 33.00% |
Maximum [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets | 67.00% | 67.00% |
Maximum [Member] | Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets | 36.00% | 36.00% |
Pension and Employee Benefit 71
Pension and Employee Benefit Plans - Disclosure of Fair Value Measurements of Pension Plan Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | $ 25,296 | $ 27,302 |
Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 25,296 | 27,302 |
Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 13,187 | 18,274 |
Equity Securities [Member] | Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 13,187 | 18,274 |
Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 5,712 | 7,718 |
Debt Securities [Member] | Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 5,712 | 7,718 |
Cash and cash equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 6,397 | 1,310 |
Cash and cash equivalents [Member] | Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | $ 6,397 | $ 1,310 |
Pension and Employee Benefit 72
Pension and Employee Benefit Plans - Summary of Pension Fund General Information (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Sheet Metal Workers' National Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 526,112,463 |
Plan Number | 1 |
Pension Protection Act Zone Status 2012 | Yellow |
FIF/RP Status Pending/Implemented | Implemented |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | various |
Sheet Metal Workers Local Two Two Four Pension Plan [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 316,171,353 |
Plan Number | 1 |
Pension Protection Act Zone Status 2012 | Red |
FIF/RP Status Pending/Implemented | Implemented |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | May 31, 2016 |
Sheet Metal Workers Local Twenty Indianapolis Area Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 510,168,516 |
Plan Number | 1 |
Pension Protection Act Zone Status 2012 | Green |
FIF/RP Status Pending/Implemented | NA |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | May 31, 2017 |
Sheet Metal Workers Local One Seven Seven Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 626,093,256 |
Plan Number | 1 |
Pension Protection Act Zone Status 2012 | Green |
FIF/RP Status Pending/Implemented | NA |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | May 1, 2018 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Annual Minimum Rental Commitments Under Non-Cancellable Operating Lease (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 3,952 |
2,017 | 2,978 |
2,018 | 2,546 |
2,019 | 1,456 |
2,020 | 1,106 |
2021 and thereafter | 5,089 |
Operating Leases, Future Minimum Payments Due, Total | $ 17,127 |
Commitments and Contingencies74
Commitments and Contingencies - Additional Information (Detail) | Oct. 03, 2014USD ($) | Oct. 31, 2015USD ($) | Dec. 31, 2015USD ($)Case | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($)Case | Jan. 01, 2015Case |
Loss Contingencies [Line Items] | |||||||
Rent expense | $ 4,000,000 | $ 2,900,000 | $ 2,500,000 | ||||
Cumulative settlement payments for cases involving asbestos-related claims | $ 500,000 | 200,000 | 500,000 | $ 900,000 | |||
Average cost per settled claim excluding legal fees | $ 25,000 | $ 25,000 | |||||
Number of claims pending | Case | 221 | 221 | 195 | ||||
Number of new cases filed | Case | 52 | ||||||
Number of cases dismissed | Case | 26 | ||||||
Number of cases settled | Case | 0 | ||||||
Litigation settlement amount recorded | 300,000 | $ 3,500,000 | |||||
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. | ||||||
Previously Reported [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Cumulative settlement payments for cases involving asbestos-related claims | $ 300,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | |||
Domestic | $ 997 | $ 14,638 | $ 5,442 |
Foreign | (4,093) | 1,576 | 1,013 |
(Loss) income before income taxes | $ (3,096) | $ 16,214 | $ 6,455 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | |||
Aggregate undistributed earnings of the foreign subsidiaries | $ 40,200,000 | ||
Unrecognized deferred income tax liability of the foreign subsidiaries | $ 6,200,000 | ||
State and local net operating loss carry forwards year start | 2,018 | ||
State and local net operating loss carry forwards year end | 2,032 | ||
Valuation reserve | $ 1,500,000 | $ 100,000 | |
Additional income tax expense (benefit) | $ 600,000 | 100,000 | $ 8,000 |
Income tax positions recognized, minimum percentage | 50.00% | ||
Expense for interest and penalties | $ 0 | $ 0 | $ 0 |
Federal Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | 19,900,000 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | 14,800,000 | ||
Overseas Jurisdictions [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | $ 5,700,000 |
Income Taxes - Schedule of In77
Income Taxes - Schedule of Income Tax Provision (benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 3,429 | $ 4,672 | $ (1,660) |
State | 753 | 947 | (191) |
Foreign | 1,944 | 1,624 | 623 |
Current Income Tax Expense (Benefit), Total | 6,126 | 7,243 | (1,228) |
Deferred: | |||
Federal | (3,012) | (3,033) | 1,000 |
State | (563) | (367) | 178 |
Foreign | 87 | (706) | (52) |
Deferred income tax expense (benefit) | (3,488) | (4,106) | 1,126 |
Income tax provision from continuing operations | $ 2,638 | $ 3,137 | $ (102) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Provision and Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Tax (benefit) expense at statutory rate | $ (1,083) | $ 5,675 | $ 2,194 |
Increase (decrease) in tax resulting from: | |||
State income tax, net of federal benefit | 34 | 416 | 311 |
Domestic Production Activities deduction | (211) | (670) | (295) |
Change in uncertain tax position reserves | (1,281) | 388 | 599 |
Permanent differences | 1,162 | 58 | 510 |
Impact of rate differences and adjustments | (1,489) | 296 | (295) |
Current and prior years R&D tax credits | (883) | (3,026) | (3,649) |
Non-deductible transaction costs | 1,356 | 411 | |
Earnout expenses | 3,928 | ||
Change in valuation allowance | 483 | ||
Audit settlements | 65 | ||
Provision-to-return adjustments | 808 | ||
Other | (251) | 112 | |
Income tax provision from continuing operations | $ 2,638 | $ 3,137 | $ (102) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Gross deferred tax assets: | ||
Accrued expenses | $ 1,175 | $ 66 |
Reserves on assets | 2,949 | 872 |
Share-based compensation awards | 1,057 | 735 |
Minimum pension / post retirement | 4,118 | 3,913 |
Net operating loss carry-forwards | 8,473 | 206 |
Tax credit carry-forwards | 1,626 | |
Valuation allowances | (1,500) | (87) |
Total Deferred Tax Assets | 17,898 | 5,705 |
Gross deferred tax liabilities: | ||
Depreciation | (3,658) | (2,104) |
Goodwill and intangibles | (30,133) | (21,197) |
Prepaid expenses and inventory | (192) | (1,526) |
Revenue recognition | (1,634) | (739) |
Total Deferred Tax Liabilities | (35,617) | (25,566) |
Net deferred liabilities | $ (17,719) | $ (19,861) |
Income Taxes - Schedule of Amou
Income Taxes - Schedule of Amounts Reported in Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net current deferred tax assets included in other current assets | $ 1,066 | |
Net non-current deferred tax assets | 3,003 | |
Net current deferred tax liabilities included in accounts payable and accrued expenses | (1,739) | |
Net non-current deferred tax liabilities | $ (17,719) | (22,191) |
Net deferred liabilities | $ (17,719) | $ (19,861) |
Income Taxes - Schedule of Re81
Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | ||
Balance as of January 1 | $ 1,166 | $ 763 |
Additions for tax positions current year | 188 | |
Additions for tax positions taken in prior years | 50 | 266 |
Additions for tax positions of acquired company | 1,139 | |
Reductions for settlements on tax positions of acquired company | (165) | |
Reductions for settlements on tax positions of prior years | (1,166) | (51) |
Balance as of December 31 | $ 1,024 | $ 1,166 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Rent expense | $ 4 | $ 2.9 | $ 2.5 |
Adwest, Zhongli, and Emtrol Subsidiaries [Member] | |||
Related Party Transaction [Line Items] | |||
Rent expense | 1.1 | 0.3 | 0.2 |
Zhongli Subsidiary [Member] | |||
Related Party Transaction [Line Items] | |||
Purchase of inventory | 0.3 | ||
Sale of inventory | 0.4 | ||
Consulting Services [Member] | Related Party One [Member] | |||
Related Party Transaction [Line Items] | |||
Rent and other expenses paid | 0.4 | 0.4 | 0.4 |
Consulting Services [Member] | Related Party Two [Member] | |||
Related Party Transaction [Line Items] | |||
Rent and other expenses paid | $ 0.3 | $ 0.1 | $ 0.3 |
Major Customers and Foreign S83
Major Customers and Foreign Sales - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Major Customers [Line Items] | |||
Sales outside Country, percentage | 38.00% | 30.00% | 21.00% |
Outside United States [Member] | |||
Major Customers [Line Items] | |||
Long lived assets located outside Country | $ 62.9 | $ 49.2 | |
Net Sales [Member] | Customer Concentration Risk [Member] | |||
Major Customers [Line Items] | |||
Major customer | 10.00% | 10.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Major Customers [Line Items] | |||
Major customer | 10.00% | 10.00% |
Acquisitions - (PMFG) - Additio
Acquisitions - (PMFG) - Additional Information (Detail) - PMFG, Inc. [Member] $ / shares in Units, $ in Millions | Sep. 03, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares |
Business Acquisition [Line Items] | ||
Purchase price of acquisition | $ 136.7 | |
Stock consideration per share | $ / shares | $ 6.85 | |
Trading day period | 15 days | |
Percentage of common stock converted into cash | 44.50% | |
Cash consideration per share | $ / shares | $ 6.85 | $ 9.49 |
Value of shares transferred for cash | $ 64.6 | |
Trading price | $ / shares | $ 9.6655 | |
Exchange ratio | 0.6456 | |
Shares of common stock in aggregate stock consideration | shares | 7,602,166 | |
Percentage of cash consideration | 58.05% | |
Percentage of stock consideration | 41.95% | |
Value of stock recorded for purchase accounting | $ 72.1 | |
Revenue from acquired entity | 40.8 | |
Income from acquired entity | $ 2.2 | |
Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Common stock shares exchange ratio per share | 0.6456 | |
Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Common stock shares exchange ratio per share | 0.5282 |
Acquisitions - Fair Values of A
Acquisitions - Fair Values of Assets and Liabilities Assumed at Date of Closing - PMFG (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 03, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 220,163 | $ 165,861 | $ 129,888 | |
PMFG, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets (including cash of $27,100) | $ 93,884 | |||
Property and equipment | 30,252 | |||
Other assets | 953 | |||
Assets held for sale | 950 | |||
Goodwill | 55,655 | |||
Intangible – finite life | 29,940 | |||
Intangible – indefinite life | 10,280 | |||
Total assets acquired | 221,914 | |||
Current liabilities assumed | (73,328) | |||
Deferred income tax liability | (1,899) | |||
Long term liabilities assumed | (3,961) | |||
Noncontrolling interest | (6,000) | |||
Net assets acquired | $ 136,726 |
Acquisitions - Fair Values of86
Acquisitions - Fair Values of Assets and Liabilities Assumed at Date of Closing - PMFG (Parenthetical) (Detail) $ in Thousands | Sep. 03, 2015USD ($) |
PMFG, Inc. [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 27,100 |
Acquisitions (Zhongli) - Additi
Acquisitions (Zhongli) - Additional Information (Detail) - USD ($) | Dec. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Adjustments to fair value of earn-out payable | $ 11,222,000 | ||
Zhongli [Member] | |||
Business Acquisition [Line Items] | |||
Equity interests acquired | 100.00% | ||
Consideration paid in cash for acquisition | $ 7,000,000 | ||
Earn out expenses | 0 | 11,200,000 | |
Adjustments to fair value of earn-out payable | $ 17,100,000 | 27,000,000 | |
First year estimated earn-out payable | 11,700,000 | $ 6,100,000 | |
Remainder of estimated earn-out payable | 15,300,000 | 11,000,000 | |
Revenue from acquired entity | 28,200,000 | 100,000 | |
Income (loss) from acquired entity | $ (6,000,000) | $ 0 |
Acquisitions - Fair Values of88
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Zhongli (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 15, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 220,163 | $ 165,861 | $ 129,888 | |
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 | 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 of89
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Zhongli (Parenthetical) (Detail) $ in Thousands | Dec. 15, 2014USD ($) |
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 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Equity interests acquired | 100.00% | ||
Consideration paid in cash for acquisition | $ 31.9 | ||
Shares issued for acquired subsidiary | 453,858 | ||
Fair value of common stock issued | $ 5.8 | ||
Trading day period | 30 days | ||
Revenue from acquired entity | $ 33.7 | $ 9.8 | |
Income from acquired entity | $ 3.3 | $ 1.3 | |
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 | ||
Thirty Trading Days [Member] | |||
Business Acquisition [Line Items] | |||
Fair value of common stock issued | $ 6 |
Acquisitions - Fair Values of91
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Emtrol (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 03, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 220,163 | $ 165,861 | $ 129,888 | |
Emtrol [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 9,922 | |||
Property and equipment | 125 | |||
Goodwill | 24,998 | |||
Intangible – finite life | 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) - USD ($) | Sep. 26, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Adjustments to fair value of earn-out payable | $ 11,222,000 | ||
SAT Technology, Inc. ("SAT") [Member] | |||
Business Acquisition [Line Items] | |||
Equity interests acquired | 100.00% | ||
Cash paid on acquisition | $ 1,400,000 | ||
Cash held back | 200,000 | ||
Adjustments to fair value of earn-out payable | $ 1,000,000 | 0 | |
First year estimated earn-out payable | 300,000 | $ 300,000 | |
Remainder of estimated earn-out payable | 700,000 | 700,000 | |
Revenue from acquired entity | 2,300,000 | 1,000,000 | |
Income from acquired entity | $ (800,000) | $ 0 |
Acquisitions - Fair Values of93
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - SAT (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 26, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 220,163 | $ 165,861 | $ 129,888 | |
SAT Technology, Inc. ("SAT") [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 1,679 | |||
Property and equipment | 10 | |||
Goodwill | 1,733 | |||
Intangible – finite life | 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) - USD ($) | Aug. 13, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Fair value adjustments to earnout liabilities | $ 11,222,000 | ||
HEE [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid on acquisition | $ 7,000,000 | 700,000 | |
Shares issued for acquired subsidiary | 34,626 | ||
Fair value of common stock issued | $ 500,000 | ||
Trading day period | 30 days | ||
Restrictions on sale or transfer for periods range | 6 months | ||
Fair value adjustments to earnout liabilities | $ 2,000,000 | 0 | |
First year estimated earn-out payable | 700,000 | $ 700,000 | |
Remainder of estimated earn-out payable | 600,000 | 1,300,000 | |
Revenue from acquired entity | 11,300,000 | 2,300,000 | |
Income from acquired entity | $ 900,000 | $ 100,000 | |
HEE [Member] | Thirty Trading Days [Member] | |||
Business Acquisition [Line Items] | |||
Fair value of common stock issued | $ 500,000 |
Acquisitions - Fair Values of95
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - HEE (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 13, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 220,163 | $ 165,861 | $ 129,888 | |
HEE [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 913 | |||
Property and equipment | 158 | |||
Goodwill | 5,644 | |||
Intangible – finite life | 2,690 | |||
Intangible – indefinite life | 510 | |||
Total assets acquired | 9,915 | |||
Current liabilities assumed | (415) | |||
Net assets acquired | $ 9,500 |
Acquisitions (Met-Pro) - Additi
Acquisitions (Met-Pro) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 27, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Acquisition related expenses included in pro-forma results | $ 17.7 | $ 1.3 | $ 13.9 | |
Nonrecurring expenses included in pro-forma results | 3.7 | $ 26.6 | 3.5 | |
Met-Pro [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration per share | $ 13.75 | |||
Stock consideration per share | $ 13.75 | |||
Trading day period | 15 days | |||
Exchange ratio | 108.43% | |||
Percentage of common stock converted into cash | 51.60% | |||
Value of shares transferred for cash | $ 104.4 | |||
Trading price | $ 12.6814 | |||
Shares of common stock in aggregate stock consideration | 7,726,235 | |||
Percentage of cash consideration | 77.56% | |||
Percentage of stock consideration | 22.44% | |||
Value of stock recorded | $ 98 | |||
Consideration for cancelling of options and restricted stock units | 4.9 | |||
Revenue from acquired entity | 80.9 | 83.1 | 30.5 | |
Income from acquired entity | $ 14.3 | $ 14.6 | $ 0.9 | |
Met-Pro [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Exchange ratio | 135.20% | |||
Met-Pro [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Exchange ratio | 100.00% |
Acquisitions - Fair Values of97
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Met-Pro Corporation (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 27, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 220,163 | $ 165,861 | $ 129,888 | |
Met-Pro [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 68,766 | |||
Property and equipment | 15,773 | |||
Other assets | 1,375 | |||
Assets held for sale | 10,886 | |||
Goodwill | 102,552 | |||
Intangible – finite life | 35,810 | |||
Intangible – indefinite life | 11,910 | |||
Total assets acquired | 247,072 | |||
Current liabilities assumed | (13,638) | |||
Deferred income tax liability | (24,784) | |||
Long term liabilities assumed | (6,078) | |||
Net assets acquired | $ 202,572 |
Acquisitions - Fair Values of98
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing - Met-Pro Corporation (Parenthetical) (Detail) - Met-Pro [Member] $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($)Property | Dec. 31, 2014USD ($)Property | |
Business Acquisition [Line Items] | ||
Number of properties sold | Property | 3 | 3 |
Proceeds from properties sold | $ 3.2 | $ 6.7 |
Remaining assets held for sale | $ 0.7 |
Acquisitions (Aarding) - Additi
Acquisitions (Aarding) - Additional Information (Detail) $ in Thousands, € in Millions | 12 Months Ended | |||
Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015EUR (€) | |
Business Acquisition [Line Items] | ||||
Fair value adjustments to earnout liabilities | $ 11,222 | |||
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid on acquisition | $ 24,400 | |||
Company's common stock | shares | 763,673 | |||
Fair value of common stock issued | $ 6,800 | |||
Business combination contingent consideration paid | 4,400 | € 4 | ||
Prepaid compensation recognized in Prepaid expenses and other current assets | 900 | $ 1,000 | ||
Prepaid compensation recognized in Deferred Charges and other assets | 1,000 | 2,100 | ||
Business combination compensation expenses | 900 | 1,100 | ||
Earn out payment upon attainment of specified financial targets through December 31, 2015 | 6,000 | € 5.5 | ||
Fair value adjustments to earnout liabilities | 1,200 | 1,500 | ||
Earn out expenses included in accounts payable and accrued expenses | 1,000 | 1,100 | ||
Revenue from acquired entity | 45,300 | 31,200 | $ 27,400 | |
Income from acquired entity | $ (1,100) | $ (3,200) | $ 300 |
Acquisitions - Fair Values o100
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing of Aquisition - Aarding (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 220,163 | $ 165,861 | $ 129,888 | |
Aarding Thermal Acoustics B.V. ("Aarding") [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 15,062 | |||
Property and equipment | 959 | |||
Goodwill | 7,595 | |||
Intangible – finite life | 13,477 | |||
Intangible – indefinite life | 2,865 | |||
Total assets acquired | 39,958 | |||
Current liabilities assumed | (8,277) | |||
Deferred income tax liability | (4,086) | |||
Net assets acquired | $ 27,595 |
Acquisitions - Information of C
Acquisitions - Information of Company's Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition Pro Forma Information [Abstract] | |||
Net sales | $ 460,726 | $ 493,246 | $ 337,767 |
Net (loss) income | $ (29,568) | $ (22,990) | $ 2,050 |
Earnings per share: | |||
Basic | $ (0.87) | $ (0.68) | $ 0.09 |
Diluted | $ (0.87) | $ (0.68) | $ 0.08 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
CECO Group, Inc. [Member] | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 3 |
Business Segment Information103
Business Segment Information - Net Sales and Income from Operation by Business Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 101,246 | $ 98,230 | $ 86,961 | $ 80,985 | $ 76,106 | $ 63,300 | $ 66,641 | $ 57,170 | $ 367,422 | $ 263,217 | $ 197,317 |
Income (loss) from operations | 4,949 | 21,663 | 6,972 | ||||||||
Environmental Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 158,371 | 127,707 | 101,150 | ||||||||
Income (loss) from operations | 17,021 | 16,803 | 15,422 | ||||||||
Energy Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 142,150 | 70,285 | 69,355 | ||||||||
Income (loss) from operations | 3,488 | 7,799 | 9,336 | ||||||||
Fluid Handling and Filtration Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 67,610 | 65,638 | 25,199 | ||||||||
Income (loss) from operations | 11,741 | 13,188 | 1,443 | ||||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (709) | (413) | 1,613 | ||||||||
Income (loss) from operations | (26,592) | (14,297) | (17,756) | ||||||||
Inter-segment Elimination [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income (loss) from operations | $ (709) | $ (1,830) | $ (1,473) |
Business Segment Information104
Business Segment Information - Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Property and equipment additions | $ 763 | $ 1,151 | $ 1,377 |
Depreciation and amortization | 16,520 | 11,268 | 6,647 |
Identifiable Assets | 598,819 | 412,107 | |
Environmental Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 166 | 486 | 266 |
Depreciation and amortization | 4,443 | 2,263 | 1,264 |
Identifiable Assets | 135,171 | 135,392 | |
Energy Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 429 | 136 | 476 |
Depreciation and amortization | 5,293 | 2,329 | 2,174 |
Identifiable Assets | 283,002 | 92,845 | |
Fluid Handling and Filtration Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 150 | 486 | 628 |
Depreciation and amortization | 6,331 | 6,545 | 3,048 |
Identifiable Assets | 161,394 | 168,605 | |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 18 | 43 | 7 |
Depreciation and amortization | 453 | 131 | $ 161 |
Identifiable Assets | $ 19,252 | $ 15,265 |
Business Segment Information105
Business Segment Information - Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill | |||
Goodwill | $ 220,163 | $ 165,861 | $ 129,888 |
Environmental Segment [Member] | |||
Goodwill | |||
Goodwill | 55,031 | 55,031 | 22,657 |
Energy Segment [Member] | |||
Goodwill | |||
Goodwill | 72,075 | 17,773 | $ 14,174 |
Fluid Handling and Filtration Segment [Member] | |||
Goodwill | |||
Goodwill | $ 93,057 | $ 93,057 |
Business Segment Information106
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 101,246 | $ 98,230 | $ 86,961 | $ 80,985 | $ 76,106 | $ 63,300 | $ 66,641 | $ 57,170 | $ 367,422 | $ 263,217 | $ 197,317 |
Intra - Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (13,897) | (14,898) | (9,194) | ||||||||
Environmental Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 158,371 | 127,707 | 101,150 | ||||||||
Environmental Segment [Member] | Intra - Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (6,744) | (7,089) | (6,552) | ||||||||
Energy Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 142,150 | 70,285 | 69,355 | ||||||||
Energy Segment [Member] | Intra - Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (4,876) | (5,964) | (1,921) | ||||||||
Fluid Handling and Filtration Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 67,610 | 65,638 | 25,199 | ||||||||
Fluid Handling and Filtration Segment [Member] | Intra - Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (2,277) | (1,845) | (721) | ||||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (709) | (413) | 1,613 | ||||||||
Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 384,992 | 280,404 | 208,053 | ||||||||
Operating Segments [Member] | Environmental Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 167,247 | 136,544 | 108,939 | ||||||||
Operating Segments [Member] | Energy Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 147,661 | 76,302 | 71,455 | ||||||||
Operating Segments [Member] | Fluid Handling and Filtration Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 70,084 | 67,558 | 26,181 | ||||||||
Operating Segments [Member] | Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,478 | ||||||||||
Inter-segment Elimination [Member] | Air Pollution Control Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (832) | (128) | (440) | ||||||||
Inter-segment Elimination [Member] | Energy Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (1,937) | (1,403) | (831) | ||||||||
Inter-segment Elimination [Member] | Fluid Handling Filtration Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (195) | (345) | (406) | ||||||||
Inter-segment Elimination [Member] | Corporate And Other Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (709) | (413) | 135 | ||||||||
Inter-segment Elimination [Member] | Environmental Segment [Member] | Energy Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (1,937) | (1,403) | (831) | ||||||||
Inter-segment Elimination [Member] | Environmental Segment [Member] | Fluid Handling Filtration Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (195) | (345) | (406) | ||||||||
Inter-segment Elimination [Member] | Energy Segment [Member] | Air Pollution Control Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (635) | (53) | (179) | ||||||||
Inter-segment Elimination [Member] | Fluid Handling and Filtration Segment [Member] | Air Pollution Control Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (197) | (75) | (261) | ||||||||
Inter-segment Elimination [Member] | Corporate and Other [Member] | Corporate And Other Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ (709) | $ (413) | $ 135 |
Quarterly Data (Unaudited) - Sc
Quarterly Data (Unaudited) - Schedule of Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 101,246 | $ 98,230 | $ 86,961 | $ 80,985 | $ 76,106 | $ 63,300 | $ 66,641 | $ 57,170 | $ 367,422 | $ 263,217 | $ 197,317 |
Gross profit | 30,773 | 30,795 | 26,628 | 20,975 | 22,587 | 21,058 | 21,449 | 19,729 | 109,171 | 84,823 | 61,555 |
Net income (loss) | (3,211) | (4,825) | 2,104 | 198 | $ 1,860 | $ 3,703 | $ 4,493 | $ 3,021 | $ (5,602) | $ 13,077 | $ 6,557 |
Net income (loss) attributable to CECO Environmental Corp. | $ (3,079) | $ (4,825) | $ 2,104 | $ 198 | |||||||
Basic earnings per share | $ (0.09) | $ (0.17) | $ 0.08 | $ 0.01 | $ 0.07 | $ 0.14 | $ 0.18 | $ 0.12 | $ (0.19) | $ 0.51 | $ 0.33 |
Diluted earnings per share | $ (0.09) | $ (0.17) | $ 0.08 | $ 0.01 | $ 0.07 | $ 0.14 | $ 0.17 | $ 0.12 | $ (0.19) | $ 0.50 | $ 0.32 |
Quarterly Data (Unaudited) -108
Quarterly Data (Unaudited) - Schedule of Quarterly Financial Information (Parenthetical) (Detail) $ in Millions | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Quarterly Financial Information Disclosure [Abstract] | |
Decrease in net sales | $ (5.2) |
Decrease in cost of goods sold | $ (5) |