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Divestitures | 9 Months Ended
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Sep. 30, 2018
Discontinued Operations And Disposal Groups [Abstract] |
Divestitures |
16. | Divestitures
Strobic Air Corporation On March 30, 2018, the Company completed the sale of Strobic Air Corporation (“Strobic”) as part of its strategic decision to exit brands that do not align with the CECO portfolio to increase focus on better serving the energy and industrial solutions and fluid handling markets. The sales price was $28.5 million, subject to post-closing purchase price adjustments. The disposition resulted in an estimated gain of $6.9 million recorded in the first quarter of 2018, comprised of $27.9 million of net proceeds received as consideration after estimated post-closing purchase price adjustments less net assets disposed of $18.8 million and transaction costs of $2.2 million. The net assets disposed are primarily comprised of $13.0 million of goodwill, $2.3 million of definite-lived intangible assets and $1.2 million of indefinite-lived intangible assets allocated to the Strobic business. In 2017, Strobic reported $17.7 million in net sales and $1.6 million in income from operations. Strobic results through the date of disposition are included within income before income taxes in the Condensed Consolidated Statement of Operations and are reported within the Fluid Handling Solutions segment. The sale of Strobic did not constitute a significant strategic shift that will have a material impact on the Company’s ongoing operations and financial results. Keystone Filter On February 28, 2018, the Company completed the sale of the Keystone Filter brand (“Keystone”) as part of its strategic decision to exit brands that do not align with the CECO portfolio to increase focus on better serving energy and industrial solutions and fluid handling markets. The sales price was $7.5 million, subject to post-closing purchase price adjustments. The disposition resulted in an estimated gain of $4.3 million recorded in the first quarter of 2018, comprised of $7.2 million of net proceeds received as consideration after estimated post-closing purchase price adjustments less net assets disposed of $2.7 million and transaction costs of $0.2 million. Keystone results are reported within the Fluid Handling Solutions segment through the date of disposition. Zhongli During the third quarter of 2018, we began the process of divesting Jiangyin Zhongli Industrial Technology Co. Ltd (“Zhongli”), a business in our Energy Solutions segment operating in China. As of September 30, 2018, we have classified the net assets and liabilities of this business as held-for-sale in our Condensed Consolidated Balance Sheet. In connection with classifying this business as held-for-sale, GAAP required us to assess impairment by comparing the estimated selling price, less cost to sell to our carrying value in Zhongli. Based on this analysis, we have recorded a $15.1 million estimated loss in the 2018 third quarter. The loss is included in the loss on divestitures net of selling costs on the Condensed Consolidated Statement of Operations. On October 24, 2018, we entered in an agreement to sell Zhongli for $3.6 million. We expect to close the transaction 90 days from the signing of the sales agreement, subject to buyer closing conditions and regulatory approval. The disposal of this business does not constitute a significant strategic shift that will have a material impact on the Company’s ongoing operations and financial results. As of September 30, 2018, Assets Held for Sale includes the following for Zhongli:
Table only in thousands) |  |  |  |
Cash and cash equivalents |  | $ | 1,218 |
Accounts receivable, net |  |  | 12,053 |
Other Assets |  |  | 11,226 |
Total Assets |  |  | 24,497 |
Accounts payable and other liabilities |  |  | (6,073 | )
Net assets |  |  | 18,424 |
Impairment recorded |  |  | (15,074 | )
Net assets classified as assets held for sale |  | $ | 3,350 |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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