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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