Information of Company's Results of Operations

The following unaudited pro forma information represents the Company’s results of operations as if the PMFG acquisition had occurred as of January 1, 2014, and the HEE, SAT, Emtrol, and Zhongli acquisitions had occurred as of January 1, 2013:


(Table only in thousands, except per share data)	Three Months Ended September 30,					Nine Months Ended September 30,
(Table only in thousands, except per share data)	2015			2014		2015			2014

Net sales	$	119,070		$	125,693	$	359,480		$	364,271
Net income (loss)		(18,707	)		4,519		(28,394	)		(22,762	)
Earnings per share:
Basic	$	(0.55	)	$	0.13	$	(0.82	)	$	(0.68	)
Diluted	$	(0.55	)	$	0.13	$	(0.82	)	$	(0.68	)

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 $27,450)	$	93,342
Property and equipment		31,129
Other assets		984
Assets held for sale (a)		950
Deferred income tax asset		1,865
Goodwill		63,270
Intangible – finite life, net		34,900
Intangible – indefinite life		10,750

Total assets acquired		237,190
Current liabilities assumed		(73,447	)
Deferred income tax liability		(18,195	)
Long term liabilities assumed		(2,822	)
Noncontrolling interest		(6,000	)

Net assets acquired	$	136,726

(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.

Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing

The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.


(Table only in thousands)
Current assets (including cash of $1,025)	$	16,223
Property and equipment		1,477
Goodwill		4,752
Intangible – finite life, net		4,262
Intangible – indefinite life		960

Total assets acquired		27,674
Current liabilities assumed		(1,840	)
Deferred tax liabilities		(1,739	)

Net assets acquired	$	24,095

Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing

The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.


(Table only in thousands)
Current assets	$	9,922
Property and equipment		125
Goodwill		24,998
Intangible – finite life, net		12,890

Total assets acquired		47,935
Current liabilities assumed		(10,173	)

Net assets acquired	$	37,762

Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing

The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.


(Table only in thousands)
Current assets	$	1,679
Property and equipment		10
Goodwill		1,733
Intangible – finite life, net		840
Intangible – indefinite life		260

Total assets acquired		4,522
Current liabilities assumed		(1,847	)
Deferred tax liabilities		(275	)

Net assets acquired	$	2,400

Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing

The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.


(Table only in thousands)
Current assets	$	913
Property and equipment		158
Goodwill		5,644
Intangible – finite life, net		2,690
Intangible – indefinite life		510

Total assets acquired		9,915
Current liabilities assumed		(415	)

Net assets acquired	$	9,500