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Acquisitions | 3 Months Ended
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Mar. 31, 2015
Business Combinations [Abstract] |
Acquisitions |
16. | Acquisitions
Zhongli On December 15, 2014, the Company acquired 100% of the equity interests of Zhongli for $7.0 million in cash. As additional consideration, the former owners are entitled to earn-out payments based upon a multiple of specified financial results through December 31, 2017. There is no maximum amount of earn-out, under the terms of the 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 the three months ended March 31, 2015, the Company increased the earn-out by $0.8 million based on the estimated fair value at that date, for a total earn-out payable of $17.9 million at March 31, 2015. The earn-out adjustment is recorded as expense in “Amortization and earn-out expenses” on the Condensed Consolidated Statements of Income. The first year of the estimated earn-out payable of $6.4 million is recorded in “Accounts payable and accrued expenses” and the balance of $11.5 million is recorded in “Other liabilities” on the Condensed Consolidated Balance Sheets. Zhongli is a leader in the design and manufacture of power industry damper, diverter and ball mill systems in China, which complements our Energy Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.
(Table only in thousands) |  |  |
Current assets (including cash of $1,025) |  | $ | 16,223 |
Property and equipment |  |  | 1,477 |
Goodwill |  |  | 3,757 |
Intangible – finite life, net |  |  | 4,262 |
Intangible – indefinite life |  |  | 960 |
Total assets acquired |  |  | 26,679 |
Current liabilities assumed |  |  | (845 | )
Deferred tax liabilities |  |  | (1,739 | )
Net assets acquired |  | $ | 24,095 |
Emtrol On November 3, 2014, the Company acquired 100% of the membership interests of Emtrol. The Company paid cash at closing of $31.9 million, which was financed with additional debt. The Company also issued 453,858 shares of the Company’s common stock with an agreed upon value of $6.0 million computed based on the average closing price of the Company’s common stock for the thirty trading days immediately preceding the acquisition date. The shares of common stock issued to the former members contain restrictions on sale or transfer for periods ranging from one to two years from the acquisition date. Accordingly, the fair value of the common stock issued has been determined to be $5.8 million, which reflects the estimated fair value of the shares based on the closing price of the Company’s common stock on the acquisition date and a discount related to the sale and transfer restrictions. Emtrol and its subsidiary are engaged in the business of designing and manufacturing of fluid catalytic cracking and industrial cyclone technology for a variety of industries including the refinery, petrochemical, and chemical sectors, which complements our Air Pollution Control Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.
(Table only in thousands) |  |  |
Current assets |  | $ | 9,922 |
Property and equipment |  |  | 125 |
Goodwill |  |  | 24,998 |
Intangible – finite life, net |  |  | 12,890 |
Total assets acquired |  |  | 47,935 |
Current liabilities assumed |  |  | (10,173 | )
Net assets acquired |  | $ | 37,762 |
SAT On September 26, 2014, the Company acquired 100% of the stock of SAT for $1.4 million in cash. The Company is holding back $0.2 million of this cash until certain working capital requirements are determined to be met, as defined in the agreement. As additional consideration, the former owners are entitled to earn-out payments upon the achievement of specified financial results through September 30, 2017. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $1.0 million, which is the maximum amount of the earnout. There were no adjustments to fair value of the earn-out at March 31, 2015 or December 31, 2014. The first year of the estimated earn-out payable of $0.3 million is recorded in “Accounts payable and accrued expenses” and the balance of $0.7 million is recorded in “Other liabilities” on the Consolidated Balance Sheets. SAT is a leading provider of volatile organic compounds abatement solutions for the Chinese air pollution control market, which complements our Air Pollution Control Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.
(Table only in thousands) |  |  |
Current assets |  | $ | 1,679 |
Property and equipment |  |  | 10 |
Goodwill |  |  | 1,733 |
Intangible – finite life, net |  |  | 840 |
Intangible – indefinite life |  |  | 260 |
Total assets acquired |  |  | 4,522 |
Current liabilities assumed |  |  | (1,847 | )
Deferred tax liabilities |  |  | (275 | )
Net assets acquired |  | $ | 2,400 |
HEE On August 13, 2014, the Company acquired certain assets and liabilities of HEE for $7.0 million in cash. The Company also issued 34,626 shares of the Company’s common stock with an agreed upon value of $0.5 million computed based on the average closing price of the Company’s common stock for the thirty trading days immediately preceding the acquisition date. The shares of common stock issued to the former owners contain restrictions on sale or transfer for a period of six months from the acquisition date. Accordingly, the fair value of the common stock issued has been determined to be $0.5 million, which reflects the estimated fair value of the shares based on the closing price of the Company’s common stock on the acquisition date and a discount related to the sale and transfer restrictions. As additional consideration, the former owners are entitled to earn-out payments upon the achievement of specified financial results through July 31, 2017. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $2.0 million, which is the maximum amount of the earnout. There were no adjustments to fair value of the earn-out at March 31, 2015 or December 31, 2014. The first year of the estimated earn-out payable of $0.7 million is recorded in “Accounts payable and accrued expenses” and the balance of $1.3 million is recorded in “Other liabilities” on the Consolidated Balance Sheets. HEE is a leading North American designer and manufacturer of scrubbers and fans for the air pollution control market, which complements our Air Pollution Control Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.
(Table only in thousands) |  |  |
Current assets |  | $ | 913 |
Property and equipment |  |  | 158 |
Goodwill |  |  | 5,644 |
Intangible – finite life, net |  |  | 2,690 |
Intangible – indefinite life |  |  | 510 |
Total assets acquired |  |  | 9,915 |
Current liabilities assumed |  |  | (415 | )
Net assets acquired |  | $ | 9,500 |
The approximate fair values of the assets acquired and liabilities assumed related to the above acquisitions are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed. Such changes could result in material variances between the Company’s future financial, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. The following unaudited pro forma information represents the Company’s results of operations as if the HEE, SAT, Emtrol, and Zhongli acquisitions had occurred as of January 1, 2014:
(Table only in thousands, except per share data) |  | Three Months Ended March 31, 2014 |
Net sales |  | $ | 78,570 |
Net income |  |  | 4,055 |
Earnings per share: |  |  |  |
Basic |  | $ | 0.16 |
Diluted |  | $ | 0.15 |
The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, eliminate acquisition related expenses, reflect foregone interest income on cash paid for the acquisitions, reflect additional interest expense on debt used to fund the acquisitions, and to record the income tax consequences of the pro forma adjustments. Shares used to calculate the basic and diluted earnings per share were adjusted to reflect the additional shares of common stock issued to fund a portion of the acquisition price. These pro forma results do not purport to be indicative of the results of operations that would have occurred had the purchases been made as of the beginning of the periods presented or of the results of operations that may occur in the future. Acquisition and integration expenses on the Condensed Consolidated Statements of Income are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses.

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