17.	Acquisitions

PMFG

On September 3, 2015, the Company completed its acquisition of 100% 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 equates to approximately $9.49 per share.

PMFG is a global provider of engineered equipment for the abatement of air pollution, the separation and filtration of containments from gases and liquids, and industrial noise control equipment, which complements our Energy segment businesses.

As a result of the PMFG acquisition, the Company acquired a 60% equity investment in Peerless Propulsys that entitled the Company to 80% of Peerless Propulsys’s earnings. In prior periods, the noncontrolling interest of Peerless Propulsys was reported as a separate component on the Consolidated Balance Sheets. During 2016, the Company entered into an agreement with the noncontrolling owner of Peerless Propulsys and issued a promissory note in the amount of $5.3 million due on July 11, 2019 in exchange for 100% ownership in the equity and earnings of Peerless Propulsys. The minority interest had a carrying value of $4.1 million on July 11, 2016, compared to the purchase price of $5.3 million. Since the Company already had control over the equity investment, the excess paid of $1.2 million was recorded as a debit to additional paid in capital. The interest rate on the note payable is 1.50%, which approximates the market rate given the short term duration of the note payable. All of the borrowers’ assets are pledged to secure this agreement. As of December 31, 2016, $5.3 million of the note payable was outstanding. The note is payable at the earlier of July 11, 2019 or thirty days subsequent to the sale of building and land that the Company owns in China. As the Company intends to sell this building and land within one year of December 31, 2016, this note payable is currently classified as a current liability in the Consolidated Balance Sheets as of December 31, 2016. In conjunction with entering into the agreement to acquire the noncontrolling interest of Peerless Propulsys, the Company listed the land and building as assets held for sale with a carrying value of $5.4 million in the Consolidated Balance Sheets as of December 31, 2016.

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 2016.

(Table only in thousands)
Current assets (including cash of $27,100)	$	92,293
Property and equipment		24,787
Other assets		953
Assets held for sale (a)		950
Deferred income tax asset		—
Goodwill		59,860
Intangible – finite life		29,940
Intangible – indefinite life		10,280
Total assets acquired		219,063
Current liabilities assumed		(73,364	)
Deferred income tax liability		(800	)
Long term liabilities assumed		(3,961	)
Noncontrolling interest		(4,212	)
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 2016 and 2015, PMFG accounted for $101.7 and $40.8 million of revenue, respectively, and $13.1 million and $2.2 million of pre-tax income, respectively, included in the Company’s results.

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. See Note 8 for a presentation of the earn-out activity during 2016 and 2015. During 2016, the Company settled $3.2 million of the earn-out due by exchanging the liability for accounts receivable acquired in conjunction with the acquisition that remained uncollected as of the date of the exchange. This offset was agreed to in the original terms of the Zhongli acquisition agreement.

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		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 2016, 2015 and 2014, Zhongli accounted for $30.4 million, $28.2 million and $0.1 million of revenue, respectively, and $(2.1) million, $(6.0) million, and zero of pre-tax income (loss) (inclusive of the earnout adjustments), respectively, 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		12,890
Total assets acquired		47,935
Current liabilities assumed		(10,173	)
Net assets acquired	$	37,762

During 2016, 2015 and 2014, Emtrol accounted for $33.4 million, $33.7 million, and $9.8 million of revenue, respectively, and $4.5 million, $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 earn-out. See Note 8 for a presentation of the earn-out activity during 2016 and 2015.

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		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 2016, 2015 and 2014, SAT accounted for $2.4 million, $2.3 million, and $1.0 million of revenue, respectively, and $(1.1) million, $(0.8) million, and zero pre-tax income (loss) (inclusive of the earnout adjustments), 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 earn-out. See Note 8 for a presentation of the earn-out activity during 2016 and 2015.

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		2,690
Intangible – indefinite life		510
Total assets acquired		9,915
Current liabilities assumed		(415	)
Net assets acquired	$	9,500

During 2016, 2015 and 2014, HEE accounted for $4.2 million, $11.3 million, and $2.3 million of revenue, respectively, and $(0.5) million, $0.9 million, and $0.1 million pre-tax income (loss), respectively, (inclusive of the earnout adjustments), included in the Company’s results.

Goodwill related to the 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 and the HEE, SAT, Emtrol and Zhongli acquisitions had occurred as of January 1, 2013:

	Year Ended December 31,
(Table only in thousands, except per share data)	2015			2014
Net sales	$	460,726		$	493,246
Net loss	$	(29,568	)	$	(22,990	)
Earnings per share:
Basic	$	(0.87	)	$	(0.68	)
Diluted	$	(0.87	)	$	(0.68	)

The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, 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 and $1.3 million, and certain nonrecurring expenses, such as goodwill impairment, of $3.7 million and $26.6 million, for the years ended December 31, 2015 and 2014, 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. See Note 7 for further discussion related to the Company’s goodwill.

Acquisition and integration expenses on the Consolidated Statements of Operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses.