Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 26, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CECO ENVIRONMENTAL CORP. | ||
Trading Symbol | CECO | ||
Entity Central Index Key | 0000003197 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Public Float | $ 399.2 | ||
Entity Common Stock Shares Outstanding | 34,850,737 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 0-7099 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-2566064 | ||
Entity Address, Address Line One | 14651 North Dallas Parkway | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75254 | ||
City Area Code | 214 | ||
Local Phone Number | 357-6181 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference [Text Block] | Portions of the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which is to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2023 , are incorporated by reference into Part III of this Annual Report to the extent described herein. | ||
Auditor Id | 243 | ||
Auditor Name | BDO USA, P.C. | ||
Auditor Location | Cincinnati, Ohio |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 54,779 | $ 45,522 |
Restricted cash | 669 | 1,063 |
Accounts receivable, net of allowances of $6,460 and $4,220 | 112,733 | 83,086 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 66,574 | 71,016 |
Inventories, net | 34,089 | 26,526 |
Prepaid expenses and other current assets | 11,769 | 12,174 |
Prepaid income taxes | 824 | 1,271 |
Total current assets | 281,437 | 240,658 |
Property, plant and equipment, net | 26,237 | 20,828 |
Right-of-use assets from operating leases | 16,256 | 11,373 |
Goodwill | 211,326 | 183,197 |
Intangible assets – finite life, net | 50,461 | 35,251 |
Intangible assets – indefinite life | 9,570 | 9,508 |
Deferred income taxes | 304 | 829 |
Deferred charges and other assets | 4,700 | 3,077 |
Total assets | 600,291 | 504,721 |
Current liabilities: | ||
Current portion of debt | 10,488 | 3,579 |
Accounts payable | 87,691 | 73,407 |
Accrued expenses | 44,301 | 33,791 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 56,899 | 32,716 |
Notes payable | 2,500 | 0 |
Income taxes payable | 1,227 | 3,207 |
Total current liabilities | 203,106 | 146,700 |
Other liabilities | 12,644 | 15,129 |
Debt, less current portion | 126,795 | 107,625 |
Deferred income tax liability, net | 8,838 | 8,666 |
Operating lease liabilities | 11,417 | 8,453 |
Total liabilities | 362,800 | 286,573 |
Commitments and contingencies (See Note 12) | ||
Shareholders’ equity: | ||
Preferred stock, $.01 par value; 10,000 shares authorized, none issued | 0 | 0 |
Common stock, $.01 par value; 100,000,000 shares authorized, 34,835,293 and 34,381,668 shares issued and outstanding at December 31, 2023 and 2022, respectively | 348 | 344 |
Capital in excess of par value | 254,956 | 250,174 |
Accumulated loss | (6,387) | (19,298) |
Accumulated other comprehensive loss | (16,274) | (17,996) |
Total CECO shareholders’ equity | 232,643 | 213,224 |
Noncontrolling interest | 4,848 | 4,924 |
Total shareholders' equity | 237,491 | 218,148 |
Total liabilities and shareholders’ equity | $ 600,291 | $ 504,721 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 6,460 | $ 4,220 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,835,293 | 34,381,668 |
Common Stock, shares outstanding | 34,835,293 | 34,381,668 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net sales | $ 544,845 | $ 422,627 | $ 324,140 |
Cost of sales | 373,829 | 294,402 | 223,218 |
Gross profit | 171,016 | 128,225 | 100,922 |
Selling and administrative expenses | 122,944 | 93,473 | 81,797 |
Amortization and earnout expenses | 8,180 | 6,809 | 7,789 |
Acquisition and integration expenses | 2,508 | 4,546 | 818 |
Executive transition expenses | 1,465 | 1,161 | 29 |
Restructuring expenses | 1,350 | 75 | 632 |
Income from operations | 34,569 | 22,161 | 9,857 |
Other income (expense), net | 372 | 6,947 | (2,231) |
Interest expense | (13,416) | (5,419) | (2,952) |
Income before income taxes | 21,525 | 23,689 | 4,674 |
Income tax expense | 7,024 | 5,426 | 2,691 |
Net income | 14,501 | 18,263 | 1,983 |
Noncontrolling interest | (1,590) | (846) | (557) |
Net income (loss) attributable to CECO Environmental Corp. | $ 12,911 | $ 17,417 | $ 1,426 |
Income per share: | |||
Basic | $ 0.37 | $ 0.5 | $ 0.04 |
Diluted | $ 0.37 | $ 0.5 | $ 0.04 |
Weighted average number of common shares outstanding: | |||
Basic | 34,665,473 | 34,672,007 | 35,345,785 |
Diluted | 35,334,090 | 35,005,159 | 35,594,779 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 14,501 | $ 18,263 | $ 1,983 |
Other comprehensive income (loss), net of tax: | |||
Translation loss | 497 | (5,635) | (538) |
Minimum pension liability adjustment | 1,225 | (291) | 2,964 |
Comprehensive income | $ 16,223 | $ 12,337 | $ 4,409 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Capital in Excess of Par Value [Member] | Accumulated Loss [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock, Common [Member] | Noncontrolling Interest [Member] |
Translation loss gain | $ 5,820 | ||||||
Beginning Balance at Dec. 31, 2020 | 203,611 | $ 355 | $ 255,296 | $ (38,141) | $ (14,496) | $ (356) | $ 953 |
Beginning Balance, Shares at Dec. 31, 2020 | 35,505,000 | (138) | |||||
Net income | 1,983 | 1,426 | 557 | ||||
Exercise of stock options | $ 13 | 13 | |||||
Exercise of stock options, Shares | 2,000 | 2 | |||||
Restricted stock units issued | $ (514) | $ 3 | (517) | ||||
Restricted stock units issued, Shares | 263 | ||||||
Share-based compensation earned | 3,558 | 3,558 | |||||
Share-based compensation earned, Shares | 39 | ||||||
Common stock repurchase and retirement, Amount | (5,013) | $ (8) | (5,361) | $ 356 | |||
Common stock repurchase and retirement, Shares | (781) | 138 | |||||
Adjustment for minimum pension liability, net of tax | 2,964 | 2,964 | |||||
Translation loss | (538) | (538) | |||||
Noncontrolling interest distribution/acquired | (107) | (107) | |||||
Minimum pension liability adjustment beginning balance at Dec. 31, 2020 | (8,676) | ||||||
Accumulated other comprehensive loss, beginning balance at Dec. 31, 2020 | (14,496) | ||||||
Accumulated other comprehensive loss, activity | 2,426 | ||||||
Minimum pension liability adjustment ending balance at Dec. 31, 2021 | (5,712) | ||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2021 | (12,070) | ||||||
Ending Balance at Dec. 31, 2021 | 205,957 | $ 350 | 252,989 | (36,715) | (12,070) | 1,403 | |
Ending Balance, Shares at Dec. 31, 2021 | 35,028,000 | ||||||
Translation loss gain | 6,358 | ||||||
Net income | 18,263 | 17,417 | 846 | ||||
Exercise of stock options | $ 377 | 377 | |||||
Exercise of stock options, Shares | 42,000 | 43 | |||||
Restricted stock units issued | $ (440) | $ 3 | (443) | ||||
Restricted stock units issued, Shares | 286 | ||||||
Share-based compensation earned | 4,262 | $ 1 | 4,261 | ||||
Share-based compensation earned, Shares | 57 | ||||||
Common stock repurchase and retirement, Amount | (7,020) | $ (10) | (7,010) | ||||
Common stock repurchase and retirement, Shares | (1,032) | ||||||
Adjustment for minimum pension liability, net of tax | (291) | (291) | |||||
Translation loss | (5,635) | (5,635) | |||||
Noncontrolling interest distribution/acquired | (1,425) | (1,425) | |||||
Accumulated other comprehensive loss, activity | (5,926) | ||||||
Minimum pension liability adjustment ending balance at Dec. 31, 2022 | (6,003) | ||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2022 | (17,996) | ||||||
Fair value of noncontrolling interest equity issued (see Note 14) | 4,100 | 4,100 | |||||
Ending Balance at Dec. 31, 2022 | 218,148 | $ 344 | 250,174 | (19,298) | (17,996) | 4,924 | |
Ending Balance, Shares at Dec. 31, 2022 | 34,382,000 | ||||||
Translation loss gain | 11,993 | ||||||
Net income | 14,501 | 12,911 | 1,590 | ||||
Exercise of stock options | $ 1,210 | $ 1 | 1,209 | ||||
Exercise of stock options, Shares | 101,000 | 101 | |||||
Restricted stock units issued | $ (1,186) | $ 3 | (1,189) | ||||
Restricted stock units issued, Shares | 328 | ||||||
Share-based compensation earned | 4,762 | 4,762 | |||||
Share-based compensation earned, Shares | 24 | ||||||
Adjustment for minimum pension liability, net of tax | 1,225 | 1,225 | |||||
Translation loss | 497 | 497 | |||||
Noncontrolling interest distribution/acquired | (1,666) | (1,666) | |||||
Accumulated other comprehensive loss, activity | 1,722 | ||||||
Minimum pension liability adjustment ending balance at Dec. 31, 2023 | (4,778) | ||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2023 | (16,274) | ||||||
Ending Balance at Dec. 31, 2023 | 237,491 | $ 348 | $ 254,956 | $ (6,387) | $ (16,274) | $ 4,848 | |
Ending Balance, Shares at Dec. 31, 2023 | 34,835,000 | ||||||
Translation loss gain | $ 11,496 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Adjustment for minimum pension liability, tax | $ 619 | $ 97 | $ 866 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 14,501 | $ 18,263 | $ 1,983 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 12,507 | 10,614 | 9,853 |
Unrealized foreign currency (gain) loss | (1,041) | (1,284) | 2,047 |
Fair value adjustments to earnout liabilities | 296 | (229) | 704 |
Earnout payments | 0 | (1,007) | (587) |
Loss (gain) on sale of property and equipment | 110 | 10 | (83) |
Amortization of debt discount | 427 | 371 | 404 |
Share-based compensation expense | 4,533 | 3,895 | 3,335 |
Bad debt expense | 1,593 | 1,340 | 688 |
Inventory reserve expense | 1,099 | 140 | 82 |
Deferred income tax (benefit) expense | (118) | (39) | 0 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | |||
Accounts receivable | (26,851) | (6,751) | (13,165) |
Cost and estimated earnings of billings on uncompleted contracts | 5,040 | (16,851) | (7,007) |
Inventories | (6,896) | (6,023) | (203) |
Prepaid expenses and other current assets | 1,196 | 37 | 5,911 |
Deferred charges and other assets | (1,420) | 2,478 | 300 |
Accounts payable | 13,852 | 19,843 | 806 |
Accrued expenses | 8,340 | 2,693 | (366) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 21,575 | 4,405 | 8,431 |
Income taxes payable | (1,976) | 1,424 | 1,047 |
Other liabilities | (2,120) | (3,680) | (882) |
Net cash provided by operating activities | 44,647 | 29,649 | 13,298 |
Cash flows from investing activities: | |||
Acquisitions of property and equipment | (8,384) | (3,376) | (2,616) |
Net proceeds from sale of assets | 0 | 19 | 533 |
Cash paid for acquisitions, net of cash acquired | (48,102) | (44,900) | 0 |
Net cash used in investing activities | (56,486) | (48,257) | (2,083) |
Cash flows from financing activities: | |||
Borrowings on revolving credit lines | 106,600 | 75,200 | 51,400 |
Repayments on revolving credit lines. | (150,600) | (35,900) | (57,100) |
Borrowings of long-term debt | 75,000 | 11,000 | 0 |
Repayments of long-term debt | (4,985) | (3,120) | (2,738) |
Repayments of notes payable | 0 | (500) | 0 |
Deferred financing fees paid | (363) | (130) | (801) |
Deferred consideration paid for acquisitions | (1,247) | 0 | 0 |
Payments on capital leases and sale-leaseback financing liability | (907) | (600) | (603) |
Earnout payments | (2,123) | 0 | (823) |
Proceeds from employee stock purchase plan and exercise of stock options | 1,435 | 671 | 230 |
Distributions to non-controlling interest | (1,666) | (1,425) | (107) |
Common stock repurchases | 0 | (7,020) | (5,014) |
Net cash (used in) provided by financing activities | 21,144 | 38,176 | (15,556) |
Effect of exchange rate changes on cash and cash equivalents | (442) | (4,978) | (1,475) |
Net (decrease) increase in cash, cash equivalents and restricted cash | 8,863 | 14,590 | (5,816) |
Cash, cash equivalents and restricted cash at beginning of year | 46,585 | 31,995 | 37,811 |
Cash, cash equivalents and restricted cash at end of year | 55,448 | 46,585 | 31,995 |
Cash paid (received) during the period for: | |||
Interest | 12,098 | 5,007 | 2,146 |
Income taxes | $ 9,916 | $ 5,378 | $ (2,570) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 12,911 | $ 17,417 | $ 1,426 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | 1. Nature of Business and Summary of Significant Accounting Policies Nature of business — CECO Environmental Corp. and its consolidated subsidiaries (“CECO,” the “Company,” “we,” “us,” or “our”) is a leading environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally providing innovative technology and application expertise. CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. CECO solutions improve air and water quality, optimize emissions management, and increase the energy and process efficiency for highly engineered applications in power generation, midstream and downstream hydrocarbon processing and transport, chemical processing, electric vehicle production, polysilicon fabrication, semiconductor and electronics production, battery production and recycling, specialty metals, aluminum and steel production, beverage can manufacturing, and industrial and produced water and wastewater treatment, and a wide range of other industrial end markets . Principles of consolidation —The consolidated financial statements include the Company and its controlled subsidiaries. All intercompany balances and transactions have been eliminated. Unless indicated, all balances within tables are in thousands except per share amounts. Use of estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the estimates of contracts' progress to completion used in the recognition of revenue over time, inventory valuation, the estimated useful lives of fixed assets and intangible assets, fair values of long-lived assets and goodwill, and deferred tax assets. Cash equivalents —The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2023 and 2022, Restricted Cash is cash in support of letters of credit issued by various foreign subsidiaries of the Company. The Company occasionally enters into letters of credit with durations in excess of one year. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Cash Flows. December 31, 2023 2022 Cash and cash equivalents $ 54,779 $ 45,522 Restricted cash 669 1,063 Total cash, cash equivalents and restricted cash $ 55,448 $ 46,585 Accounts receivable —Receivables are generally uncollateralized customer obligations due under normal terms requiring payment generally within 30 days from the invoice date unless otherwise determined by specific contract terms, generally due to retainage provisions. The Company’s estimate of the allowance for credit losses for trade receivables is primarily determined based upon the length of time that the receivables are past due and management estimates of probable losses based upon an analysis of prior collection experience, specific account risks and economic conditions. Accounts are deemed uncollectible based on past account experience and the current financial condition of the account. Inventories —The Company’s inventory is valued at the lower of cost or net realizable value, using the first-in, first-out inventory costing method. Inventory quantities are regularly reviewed and provisions for excess or obsolete inventory are recorded based on the Company’s forecast of future demand and market conditions. Significant unanticipated changes to the Company’s forecasts could require a change in the provision for excess or obsolete inventory. Property, plant and equipment —Property, plant and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Depreciation and amortization are provided using the straight-line method in amounts sufficient to amortize the cost of the assets over their estimated useful lives (buildings and improvements—generally five to 40 years ; machinery and equipment—generally two to 15 years ). Upon sale or disposal of property, plant and equipment, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts, and the net amount, less any proceeds from sale, is recorded in income. Intangible assets — Indefinite life intangible assets are comprised of tradenames, while finite life intangible assets are comprised of technology, customer lists, and tradenames. Finite life intangible assets are amortized on a straight line or accelerated basis over their estimated useful lives of seven to 10 years for technology, five to 20 years for customer lists, and 10 years for tradenames. Long-lived assets —Property, plant and equipment and finite life intangible assets are reviewed whenever events or changes in circumstances occur that indicate possible impairment. If events or changes in circumstances occur that indicate possible impairment, the impairment review is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of assets and liabilities. This analysis requires management judgment with respect to changes in technology, the continued success of product lines, and future volume, revenue and expense growth rates. The Company conducts annual reviews for idle and underutilized equipment, and review business plans for possible impairment. Impairment occurs when the carrying value of the assets exceeds the future undiscounted cash flows expected to be earned by the use of the asset or asset group. When impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset or asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value. Additionally, the Company evaluates the remaining useful life each reporting period to determine whether events and circumstances warrant a revision to the remaining period of depreciation or amortization. If the estimate of a long-lived asset’s remaining useful life is changed, the remaining carrying amount of the asset is amortized prospectively over that revised remaining useful life. The Company completes an impairment assessment annually as of October 1 of its indefinite life intangible assets, or more often as circumstances require. As a part of its annual assessment, typically, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not, as defined as a likelihood of more than 50 percent, that the fair value of an asset is less than its carrying amount. If there is a qualitative determination that the fair value of a particular asset is more likely than not greater than its carrying value, the Company does not need to proceed to the quantitative estimated fair value test for that asset. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is determined by the relief from royalty method. If the estimated fair value of an asset is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its estimated fair value. Goodwill —The Company completes an impairment assessment annually as of October 1, or more often as circumstances require, of its goodwill on a reporting unit level, at or below the operating segment level. As a part of its annual assessment, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not, defined as a likelihood of more than 50 percent, that the fair value of a reporting unit is less than its carrying amount. If there is a qualitative determination that the fair value of a particular reporting unit is more likely than not greater than its carrying value, the Company does not need to quantitatively test for goodwill impairment for that reporting unit. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is determined using a weighting of the income method and the market method. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recorded. Deferred financing costs —Deferred financing costs are amortized to interest expense over the life of the related loan. In fiscal 2021, the Company entered into Amendment No.2 to the Second Amended and Restated Credit Agreement (the “Credit Facility”). The Credit Facility amended the Company’s existing Amendment No. 1 to Second Amended and Restated Agreement . In connection with the Credit Facility, the Company incurred $ 0.8 million in customary closing fees in 2021 that were capitalized and classified as a debt discount (see Note 8 for further details on the Credit Facility). In fiscal 2023, the Company entered into Amendment No.4 to the to the Second Amended and Restated Credit Agreement. In connection with this amendment, the Company incurred $ 0.4 million in customary closing fees in the fourth quarter of 2023 that were capitalized and classified as a debt discount (see Note 8). Amortization expense was $ 0.4 million, $ 0.4 million and $ 0.4 m illion for 2023, 2022 and 2021, respectively. As of December 31, 2023, and 2022, remaining capitalized deferred financing costs of $ 1.3 million and $ 1.5 million, respectively, are included as a discount to debt in the accompanying Consolidated Balance Sheets. Revenue recognition —A significant portion of the Company's revenue is derived from fixed-price contracts. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For each contract, the Company assesses the goods and services promised to a customer and identifies a performance obligation for each distinct promised good or service. The typical life of contracts is generally less than 12 months and each contract generally contains only one performance obligation, to provide goods or services to the customer. The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the products or services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the products and services. A significant amount of the Company's revenue is recognized over a period of time as the Company performs under the contract because control of the work in process transfers continuously to the customer. For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation. Progress is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. For these contracts, the cost-to-cost measure best depicts the continuous transfer of goods or services to the customer. Annual revenue recognized over a period of time is approximately 70% of total revenue for the years ended December 31, 2023, 2022, and 2021. For contracts where the duration is short, total contract revenue is insignificant, or control does not continuously transfer to the customer, revenues are recognized at the point in time control passes to the customer, which occurs generally upon shipment of product. Annual revenue recognized at a point in time is approximately 30% of total revenue for the years ended December 31, 2023, 2022, and 2021. Progress payments are generally made over the duration of the contract. Shipping and handling activities after control of the products has transferred to the customer are considered fulfillment activities. Sales taxes are recorded on a net basis. Contract Assets and Contract Liabilities — Contract assets consist of costs and earnings in excess of billings, costs incurred for contracts recognized at a point in time, and retainage. Costs and earnings in excess of billings represent the estimated value of unbilled work for contracts with performance obligations recognized over time and are separately classified as current assets in the Consolidated Balance Sheets. Costs incurred for contracts recognized at a point in time are classified within inventories as work-in-process. Retainage represents a portion of the contract billings that have been billed, but for which the contract allows the customer to retain a portion of the billed amount until final settlement. Retainage is not considered to be a significant financing component because the intent is to protect the customer. Retainage is classified within accounts receivable and deferred charges and other assets depending on when it is due. Almost all of the Company’s contract assets are classified as current assets in the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities, classified in accounts payable and accrued expenses in the Consolidated Balance Sheets, include advance payments received from customers for which revenue has not been recognized for contracts where revenue is recognized at a point in time. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. As of the beginning of the prior year period, or January 1, 2022, costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts w ere $ 51.4 million and $ 28.9 million, respectively. The contract liabilities recorded in “Accrued expenses” on the Consolidated Balance Sheets were $ 4.4 million as of January 1, 2022. Approximately 95 % of the Company's contract liabilities as of December 31, 2022 were recognized as revenue in the year ended December 31, 2023 . Approximately 75 % of the Company's contract liabilities as of December 31, 2021 were recognized as revenue in the year ended December 31, 2022. Approximately 75 % of the Company's contract liabilities as of December 31, 2020 were recognized as revenue in the year ended December 31, 2021. The revenue streams within the Company are consistent with those disclosed for the Company's reportable segments. See Note 15 to the Consolidated Financial Statements for additional information on product offerings and segments. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes to job performance, job conditions, and estimated profitability may result in revisions to contract revenue and costs and are recognized in the period in which the revisions are made. There was no provision for estimated losses on uncompleted contracts at December 31, 2023 and 2022 . Cost of sales —Cost of sales amounts include materials, subcontract costs, direct labor and associated benefits, inbound freight charges, purchasing and receiving, inspection, warehousing, and depreciation. Claims —Change orders arise when the scope of the original project is modified for any of a variety of reasons. The Company will negotiate the extent of the modifications, its expected costs and recovery with the customer. Costs related to change orders are added to the expected total cost of the project. In cases where contract revenues are assured beyond a reasonable doubt to be increased in excess of the expected costs of the change order, incremental profit also is recognized on the contract. Such assurance is generally only achieved when the customer approves in writing the scope and pricing of the change order. Change orders that are in dispute are effectively handled as claims. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price. Costs attributable to claims are treated as contract costs as incurred. The Company recognizes certain significant claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated. When the customer or other parties agree in writing to the amount of the claim to be recovered by the Company, the amount of the claim becomes contractual and is accounted for as an increase in the contract’s total estimated revenue and estimated cost. As actual costs are incurred and revenues are recognized over time, a corresponding percentage of the revised total estimated profit will therefore be recognized. Should it become probable that the claim will not result in additional contract revenue, the Company removes the related contract revenues from its previous estimate of total revenues, which effectively reduces the estimated profit margin on the job and negatively impacts profit for the period. Pre-contract costs —Pre-contract costs are not significant and are primarily internal costs. As most of the Company’s contracts are one year or less, the Company expenses all pre-contract costs as incurred regardless of whether or not the bids are successful. A majority of the Company's business is obtained through a bidding process and this activity is on-going with multiple bids in process at any one time. These costs consist primarily of engineering, sales and project manager wages, fringes and general corporate overhead. Selling and administrative expenses —Selling and administrative expenses on the Consolidated Statements of Income include sales and administrative wages and associated benefits, selling and office expenses, professional fees, bad debt expense and depreciation. Selling and administrative expenses are charged to expense as incurred. Selling and administrative expenses for the years ended December 31, 2023, 2022, and 2021 included $ 0.6 million, $ 0.5 million, and $ 0.7 million of advertising expenses, respectively. Acquisition and integration expenses —Acquisition and integration expenses on the Consolidated Statements of Income are related to acquisition activities, which include, legal, accounting, and other expenses. Amortization and earnout expenses —Amortization and earnout expenses on the Consolidated Statements of Income include amortization of intangible assets, and changes to earnout and contingent compensation amounts related to acquisitions. Restructuring expenses —Restructuring expenses on the Consolidated Statements of Income include expenses related to ongoing restructuring programs to reduce operating costs in the future. Within restructuring expenses are charges related to severance, facility exit, legal and property, plant and equipment impairment. The Company’s policy is to recognize restructuring expenses in accordance with the accounting rules related to exit or disposal activities. Executive transition expenses —Executive transition expenses on the Consolidated Statements of Income include expenses related to the severance for the Company’s former executives, as well as fees and expenses incurred in the search for, and hiring of, new executives. Product warranties —The Company’s warranty reserve is to cover the products sold. The warranty accrual is based on historical claims information. The warranty reserve is reviewed and adjusted as necessary on a quarterly basis and is presented within Note 7. Research and development —Although not technically defined as research and development, a significant amount of time, effort and expense is devoted to custom engineering which qualifies products for specific customer applications, developing proprietary process technology and partnering with customers to develop new products. Income taxes - Income taxes are determined using the asset and liability method of accounting for income taxes in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes”. Income tax expense includes federal, state and foreign income taxes. Deferred income taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases and are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Tax credits and other incentives reduce income tax expense in the year the credits are claimed. Management must assess the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal, state and foreign tax authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions, including many foreign jurisdictions. The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. Management must assess the realizability of the Company’s deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The Company has made an accounting policy election to record the U.S. income tax effect of future global intangible low-taxed income (“GILTI”) inclusions in the period in which they arise, rather than establishing deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusion. Certain of the Company’s undistributed earnings of its foreign subsidiaries are not permanently reinvested. A liability has been recorded for the deferred taxes on such undistributed foreign earnings. The amount is attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. Earnings per share —The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share for 2023, 2022 and 2021. For the Year Ended December 31 2023 2022 2021 (table only in thousands) Numerator (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 12,911 $ 17,417 $ 1,426 Denominator Basic weighted-average shares outstanding 34,665 34,672 35,346 Common stock equivalents arising from stock options and restricted stock awards 669 333 249 Diluted weighted-average shares outstanding 35,334 35,005 35,595 Options and unvested restricted stock units are included in the computation of diluted earnings per share using the treasury stock method. For 2023, 2022 and 2021, outstanding options and unvested restricted stock units of zero , 1.1 million and 1.8 million, respectively, were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. Once a restricted stock award vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share. Foreign Currency Translation —The functional currencies of the Company’s foreign subsidiaries are their local currencies and their books and records are maintained in the local currency. The assets and liabilities of these foreign subsidiaries are translated into United States Dollars (“USD”) based on the end-of period exchange rates and the resultant translation adjustments are reported in Accumulated Other Comprehensive Loss in Shareholders’ Equity on the Consolidated Balance Sheets. Income and expenses are translated into USD at average exchange rates in effect during the period. Transactions denominated in other than the local currency are remeasured into the local currency and the resulting exchange gains or losses are included in “Other (expense) income, net” line of the Consolidated Statements of Income. Transaction gains (losses) were $ 1.2 million, $ 6.3 million, and $( 3.1 ) million in 2023, 2022 and 2021 , respectively. Accounting Standards Adopted in 2023 On January 1, 2023, the beginning of the Company's fiscal year, the Company adopted Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which addresses how an acquirer should recognize and measure revenue contracts acquired in a business combination. The adoption of ASU 2021-08 did not have a material impact on the Company's Consolidated Financial Statements. Accounting Standards to be Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which addresses income tax disclosure requirements, primarily around the disclosure of the rate reconciliation and income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which addresses segment disclosure requirements, primarily the disclosure of significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 2. Financial Instruments The Company's financial instruments consist primarily of cash and cash equivalents, receivables and certain other assets, and accounts payable, which approximate fair value at December 31, 2023 and 2022, due to their short-term nature or variable, market-driven interest rates. The fair value of the debt issued under the Credit Facility and joint venture term loan was $ 138.6 million and $ 112.7 million at December 31, 2023 and 2022, respectively. The fair value was determined considering market conditions, credit worthiness and the current terms of debt, which is considered Level 2 on the fair value hierarchy. At December 31, 2023 and 2022, the Company had cash and cash equivalents of $ 54.8 million and $ 45.5 million, respectively, of which $ 38.5 million and $ 31.7 million, respectively, was held outside of the United States, principally in the United Arab Emirates, Netherlands, United Kingdom, China, and Mexico. Concentrations of credit risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents with various major financial institutions. The Company perform periodic evaluations of the financial institutions in which its cash is invested. Concentrations of credit risk with respect to trade and contract receivables are limited due to the large number of customers and various geographic areas. Additionally, the Company performs ongoing credit evaluations of its customers’ financial condition. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivable consisted of the following: December 31, (table only in thousands) 2023 2022 Accounts receivable $ 119,193 $ 87,306 Allowance for credit losses ( 6,460 ) ( 4,220 ) Total accounts receivable $ 112,733 $ 83,086 Accounts receivable, net as of the beginning of the prior year period, or January 1, 2022, were $ 75.0 million. Balances billed, but not paid by customers under retainage provisions in contracts, amounted to approximately $ 3.2 million and $ 1.6 million at December 31, 2023 and 2022 , respectively. Retainage receivables as of the beginning of the prior year period, or January 1, 2022, were $ 1.8 million. Retainage receivables on contracts in progress are generally collected within a year or two subsequent to contract completion, and are recorded in either accounts receivable, net or deferred charges and other assets within the Consolidated Balance Sheets depending on timing of expected collection. Provision for credit losses was $ 1.6 million, $ 1.3 million and $ 0.7 m illion during 2023, 2022 and 2021, respectively, while accounts (recovered from) charged to the provision were $( 0.6 ) million, $ 0.6 million and $ 0.3 million during 2023, 2022 and 2021 , respectively. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following: December 31, (table only in thousands) 2023 2022 Raw materials $ 25,819 $ 19,774 Work in process 9,710 7,183 Finished goods 2,368 2,436 Obsolescence allowance ( 3,808 ) ( 2,867 ) Total inventories $ 34,089 $ 26,526 Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $ 1.1 million, $ 0.1 million and $ 0.1 million during 2023, 2022 and 2021, respectively. Items charged to the allowance for inventory write-offs were $ 0.3 million, zero , and $ 0.9 million, during 2023, 2022 and 2021 , respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Property, plant and equipment consisted of the following: December 31, (table only in thousands) 2023 2022 Land, building and improvements $ 12,284 $ 11,986 Machinery and equipment 33,364 33,521 Property, plant and equipment, gross 45,648 45,507 Less accumulated depreciation ( 19,411 ) ( 24,679 ) Property, plant and equipment, net $ 26,237 $ 20,828 Depreciation expense was $ 5.1 million, $ 3.6 million and $ 3.2 million for 2023, 2022 and 2021 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets (table only in thousands) Engineered Systems Industrial Process Solutions egment Totals Balance of goodwill at December 31, 2021 $ 99,303 $ 61,880 $ 161,183 Acquisitions $ 15,968 $ 7,344 $ 23,312 Foreign currency translation ( 525 ) ( 773 ) ( 1,298 ) Balance of goodwill at December 31, 2022 114,746 68,451 183,197 Acquisitions 27,152 — 27,152 Foreign currency translation 331 646 977 Balance of goodwill at December 31, 2023 $ 142,229 $ 69,097 $ 211,326 As of December 31, 2023 and 2022, the Company has an aggregate amount of goodwill acquired of $ 272.0 million and $ 243.9 million, respectively, and an aggregate amount of impairment losses of $ 60.7 million which was recognized in 2017. The Company’s indefinite lived intangible assets as of December 31, 2023 and 2022 consisted of the following: Tradenames (table only in thousands) 2023 2022 Balance beginning of year $ 9,508 $ 9,629 Foreign currency adjustments 62 ( 121 ) Balance end of year $ 9,570 $ 9,508 The Company completes an impairment assessment of its goodwill and indefinite life intangible assets annually as of October 1, or more often as circumstances require, at the reporting unit level. The Company bases its measurement of the fair value of a reporting unit using a 50/50 weighting of the income method and the market method. The income method is based on a discounted future cash flow approach that uses the significant assumptions of projected revenue, projected operational profit, terminal growth rates, and the cost of capital. Projected revenue and operational profit, and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted future cash flow approach. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. The market method is based on financial multiples of comparable companies and applies a control premium. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of a reporting unit. Based on this analysis, the estimated fair value of all of the Company's reporting units exceeded their carrying value as of October 1, 2023 . There was no goodwill impairment in 2023, 2022 and 2021. The Company also performed an impairment analysis for all indefinite life intangible assets, which consists of tradenames, as of October 1, 2023. The Company based its measurement of the fair value of the indefinite life intangible assets utilizing the relief from royalty method. The significant assumptions used under the relief from royalty method are projected revenue, royalty rates, terminal growth rates, and the cost of capital. Projected revenue, royalty rates and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected royalty cash flows in the relief from royalty method. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected royalty cash flows. Changes in any of the significant assumptions used can materially affect the expected cash flows, and such impacts can result in material non-cash impairment charges. Under this approach, the estimated fair value of the indefinite life intangible assets exceeded their carrying value for segments as of the testing date. Accordingly, the Company recognized no impairment charges in its financial results for the years ended December 31, 2023, 2022 and 2021. As described above, the fair value measurement methods used in the Company’s goodwill and indefinite life intangible assets impairment analyses utilizes a number of significant unobservable inputs or Level 3 assumptions. These assumptions include, among others, projections of the Company's future operating results, the implied fair value of these assets using an income approach by preparing a discounted cash flow analysis and other subjective assumptions. The Company’s finite lived intangible assets consisted of the following: December 31, 2023 2022 (table only in thousands) Cost Accum. Cost Accum. Technology $ 16,517 $ 14,061 $ 14,457 $ 13,729 Customer lists 103,471 63,420 85,719 57,540 Tradenames 14,094 5,001 11,604 3,768 Foreign currency adjustments ( 1,083 ) 56 ( 1,864 ) ( 372 ) Total finite life intangible assets $ 132,999 $ 82,538 $ 109,916 $ 74,665 Amortization expense of finite life intangible assets was $ 7.4 million, $ 7.0 million and $ 6.7 million for 2023, 2022 and 2021, respectively. Amortization over the next five years for finite life intangibles is $ 8.6 million in 2024, $ 7.6 million in 2025, $ 6.2 million in 2026, $ 6.0 million in 2027, and $ 5.6 million in 2028. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following: December 31, (table only in thousands) 2023 2022 Compensation and related benefits $ 11,278 $ 9,577 Accrued warranty 5,105 3,691 Contract liability 7,875 4,516 Short-term operating lease liability 4,278 3,228 Other 15,765 12,779 Total accrued expenses $ 44,301 $ 33,791 The activity in the Company’s earnout liability consisted of the following : December 31, (table only in thousands) 2023 2022 Earnout accrued at beginning of year $ 1,200 $ 1,037 Fair value of earnout at acquisition date 2,800 1,429 Fair value adjustment 296 ( 229 ) Payments and other ( 2,096 ) ( 1,037 ) Earnout accrued at end of year $ 2,200 $ 1,200 Current portion, recorded within Accrued expenses 1,115 1,200 Non-current portion, recorded within Other liabilities 1,085 — As additional consideration in the acquisition of Kemco Systems Co., LLC ("Kemco"), the former owners of Kemco are entitled to earn-out payments up to $ 4.0 million based upon specified financial results through August 31, 2026. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $ 2.2 million. Of this $ 2.2 million, $ 1.1 million represents the current portion of earnout liability recorded in Accrued expenses on its Consolidated Balance Sheets, and $ 1.1 million represents the non- current portion of earnout liability recorded in Other liabilities on its Consolidated Balance Sheets As additional consideration in the acquisition of Malvar Engineering Limited, including its subsidiaries Arkanum Management Limited and Wakefield Acoustics Limited (collectively, "Wakefield") , the former owners of Wakefield were entitled to earn-out payments based upon specified financial results through July 31, 2023. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $ 0.6 million. An earnout payment of $ 0.6 million was made in the year ended December 31, 2023. As additional consideration in the acquisition of Compass Water Solutions, Inc. ("Compass"), the former owners of Compass were entitled to earn-out payments based upon specified financial results through April 30, 2023. Based on projections at the acquisition date of May 3, 2022, the Company estimated the fair value of the earnout to be $ 1.4 million. During the year ended December 31, 2022, the Company decreased the earnout by $ 0.2 million based on the estimated fair value at December 31, 2022. The fair value adjustment was recorded in "Amortization and earnout expenses" on the Consolidated Statement of Income. An earnout payment of $ 1.5 million was made in the year ended December 31, 2023. |
Senior Debt
Senior Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Senior Debt | 8. Senior debt Debt consisted of the following: December 31, (table only in thousands) 2023 2022 Outstanding borrowings under Credit Facility (defined below) quarterly principal installments of $ 550 through September 2023, $ 2,232 through September 2025 and $ 2,977 thereafter with balance due upon maturity in December 2026. – Term loan $ 112,424 $ 41,309 – Revolving Credit Loan 17,300 61,300 Total outstanding borrowings under Credit Facility 129,724 102,609 Outstanding borrowings under the joint venture term debt 8,855 10,083 Unamortized debt discount ( 1,296 ) ( 1,488 ) Total outstanding borrowings 137,283 111,204 Less: current portion ( 10,488 ) ( 3,579 ) Total debt, less current portion $ 126,795 $ 107,625 Scheduled principal payments under the Credit Facility and joint venture term debt are $ 10.5 million in 2024, $ 11.3 million in 2025, $ 113.0 million in 2026, and $ 3.8 million in 2027. Credit Facility On December 17, 2021, the Company entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (the “Credit Facility”). The Credit Facility amended and restated the Company’s prior credit agreement. Pursuant to the Credit Facility, the lenders provided a term loan in the aggregate principal amount of $ 44.1 million and a senior secured revolving credit commitment up to an aggregate principal amount of $ 140.0 million. This revolving credit commitment allows the Company the ability to borrow loans denominated in different currencies. Additionally, the Credit Facility extended the maturity date to December 17, 2026 , replaces LIBOR interest with Secured Overnight Financing Rate ("SOFR") interest for USD loans, Sterling Overnight Interbank Average Rate ("SONIA") for GBP loans, and Canadian Dollar Offered Rate ("CDOR") for CAD loans, and redefined certain financial covenants. On October 30, 2023, the Company entered into Amendment No. 4 to the Second Amended and Restated Credit Agreement. Pursuant to this amendment, the lenders provided an additional term loan in the aggregate principal amount of $ 75.0 million, which was subsequently used to repay a portion of the outstanding balance on the revolving credit loan. As of December 31, 2023 and 2022, $ 13.3 million and $ 18.9 m illion of letters of credit were outstanding, respectively. Total unused credit availability under the Company’s senior secured term loan and senior secured revolver loan with sub-facilities for letters of credit, swing-line loans and senior secured multi-currency loans was $ 109.4 million and $ 59.8 million at December 31, 2023 and 2022, respectively. Revolving loans may be borrowed, repaid and reborrowed until December 17, 2026, at which time all outstanding balances of the Credit Facility must be repaid. At the Company’s option, revolving loans and the term loans accrue interest at a per annum rate based on (a) either the highest of (i) the federal funds rate plus 0.5 %, or (ii) the prime lending rate of the Agent (as defined in the Credit Agreement), (b) Daily Simple SOFR plus the Daily Simple SOFR Adjustment of 0.11 % plus 1.0%, (c) 1.0%, plus a margin ranging from 1.75 % to 3 .25 % depending on the Company’s Consolidated Leverage Ratio, or (d) a one/three/six-month Term SOFR Rate (as defined in the Credit Agreement) plus the Term SOFR Adjustment ranging from 0.11 % to 0.43 % plus 1.75 % to 3.25 % depending on the Company’s Consolidated Leverage Ratio. Interest on swing line loans is the Base Rate. Interest on Base Rate loans is payable quarterly in arrears on the last day of each calendar quarter and at maturity. Interest on Term SOFR rate loans is payable on the last date of each applicable Interest Period (as defined in the agreement), but in no event less than once every three months and at maturity. The weighted average stated interest rate on outstanding borrowings was 8.29 % and 6.75 % at December 31, 2023 and 2022, respectively. Under the terms of the Credit Facility, the Company is required to maintain certain financial covenants, including the maintenance of a Consolidated Net Leverage Ratio (as defined in the Credit Facility). In the third quarter of 2023, the Company entered into an Elevated Ratio Period resulting in a maximum Consolidated Net Leverage Ratio of 4.00 through June 30, 2024, after which time it will decrease to 3.50 until the end of the term of the Credit Facility. The Company has granted a security interest in substantially all of its assets to secure its obligations pursuant to the Credit Facility. The Company’s obligations under the Credit Facility are guaranteed by the Company’s U.S. subsidiaries and such guaranty obligations are secured by a security interest on substantially all the assets of such subsidiaries, including certain real property. The Company’s obligations under the Credit Agreement may also be guaranteed by the Company’s material foreign subsidiaries to the extent no adverse tax consequences would result to the Company. In connection with the Credit Facility, the Company paid $ 0.8 million in customary closing fees during 2021 and $ 0.4 million in customary closing fees during 2023 that were deferred and classified as a debt discount, as a result of Amendments No. 2 and No. 4 of the Credit Facility being accounted for as debt modifications. As of December 31, 2023 and 2022, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility. Joint Venture Debt On March 7, 2022, the Company's Effox-Flextor-Mader, Inc. joint venture ("EFM JV") entered into a loan agreement secured by the assets of the EFM JV in the aggregate principal amount of $ 11.0 million for the acquisition of General Rubber, LLC ("GRC"), as further described in Note 14. As of December 31, 2023 , $ 8.9 million was outstanding under the loan. Principal will be paid back to the lender monthly with the final installment due by February 27, 2027. Interest is accrued at the per annum rate based on EFM JV's choice of the 1/3/6 month Term SOFR rate plus 3.25%, with a floor rate of 3.75%. Interest is paid monthly on the last day of each month. The interest rate was 8.70 % and 6.60 % at December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the EFM JV was in compliance with all related financial and other restrictive covenants under this loan agreement. This loan balance does not impact the Company’s borrowing capacity or the financial covenants under the Credit Facility. Foreign Debt The Company has a number of bank guarantee facilities and bilateral lines of credit in various foreign countries currently supported by cash, letters of credit or pledged assets and collateral under the Credit Facility. The Credit Facility allows letters of credit and bank guarantee issuances of up to $ 80.0 million from the bilateral lines of credit secured by pledged assets and collateral under the Credit Facility. As of Decembe r 31, 2023, $ 45.8 million in bank guarantees were outstanding. In addition, a subsidiary of the Company located in the Netherlands has a Euro-denominated bank guarantee agreement secured by local assets under which $ 1.3 million in bank guarantees were outstanding as of December 31, 2023. As of December 31, 2023, the borrowers of these facilities and agreements were in compliance with all related financial and other restrictive covenants. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | 9. Shareholders’ Equity Share-Based Compensation The Company’s 2021 Equity and Incentive Compensation Plan (the “2021 Plan”) was approved by the Company’s stockholders on May 25, 2021 which replaced the 2017 Equity Incentive Plan (the “2017 Plan”). No further grants will be made under the 2017 Plan, but outstanding awards under the 2017 Plan will continue to be unaffected in accordance with their terms. The 2021 Plan permits the granting of stock options with an exercise price equal to or greater than the fair market value of the Company’s common stock at the date of the grant, and other stock-based awards, including appreciation rights, restricted stock, restricted stock units, performance shares and dividend equivalents. A total of 2.6 million shares of common stock were authorized for issuance. As of December 31, 2023, 1.6 million shares remain available for future issuance. Stock options granted to employees generally vest equally over a period of four years from the date of the grant with a maximum contractual term of ten years from the date of the grant. Stock awards granted to employees generally vest over a period of three to four years from the date of the grant. On July 6, 2020, in connection with the appointment of the Chief Executive Officer, the Company granted its Chief Executive Officer approximately 94,000 restricted stock units with a fair value of $ 0.6 million, which are being expensed over the vesting period of four years . The Company also granted its Chief Executive Officer approximately 1.2 million stock options with a fair value of $ 2.4 million that are being expensed over the vesting period of four years . T hese grants of restricted stock units and stock options (“2020 Inducement Awards”) were approved by the Board of Directors of the Company and are not included in any of the aforementioned Plans. Share-based compensation expense for stock options and restricted stock awards under these plans was $ 4.3 million, $ 3.9 million and $ 3.3 m illion for the years ended December 31, 2023, 2022 and 2021, respectively. The tax benefit related to share-based compensation expense was $ 0.8 million, $ 0.5 million and $ 0.8 million in 2023, 2022 and 2021, respectively. Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (“ESPP”) was approved by shareholders on June 11, 2020. The ESPP is administered by the Compensation Committee. The ESPP allows employees to purchase shares of common stock at a 15 % discount from market price and pay for the shares through payroll deductions. Eligible employees can enter the plan at specific “offering dates” that occur in six-month intervals. The aggregate maximum number of shares of the Company’s common stock that may be granted under the ESPP is 1.3 million shares over the ten-year term of the ESPP, subject to adjustment in the event there is a reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, or similar transaction with respect to the common stock. As of December 31, 2023 , 1.2 million shares remain available for future issuance. The Company recognized employee stock purchase plan expense of $ 0.2 million, $ 0.1 million and $ 0.1 million in 2023, 2022 and 2021, respectively. Stock Options The estimated weighted-average fair value of stock options was determined using the Black-Scholes option-pricing model at the grant date based on the following assumptions: Expected Volatility : The Company utilizes a volatility factor based on the Company’s historical stock prices for a period of time equal to the expected term of the stock option utilizing weekly price observations. Expected Term : Due to limited historical exercise data, the Company utilizes the simplified method of determining the expected term based on the vesting schedules and terms of the stock options. Risk-Free Interest Rate : The risk-free interest rate factor utilized is based upon the implied yields currently available on U.S. Treasury zero-coupon issues over the expected term of the stock options. No stock options were granted for the years ended December 31, 2023, 2022, and 2021. The fair value of stock options is recorded as compensation expense on a straight-line basis over the vesting periods (which approximates the requisite service period) of the options and forfeitures are accounted for when they occur. Information related to all stock options under the 2021 Plan, 2017 Plan and 2007 Plan, and the 2020 Inducement Awards for 2023, 2022 and 2021 is shown in the tables below: (Shares in thousands) Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 1,440 $ 11.30 4.0 years Forfeitures ( 92 ) 13.43 Exercised ( 101 ) 11.93 Outstanding and expected to vest at December 31, 2023 1,247 11.09 3.4 years $ 11,452 Exercisable at December 31, 2023 942 11.10 3.4 years $ 8,652 (Shares in thousands) Shares Weighted Weighted Aggregate Outstanding at December 31, 2021 1,514 $ 11.19 4.9 years Forfeitures ( 32 ) 10.55 Exercised ( 42 ) 8.15 Outstanding and expected to vest at December 31, 2022 1,440 11.30 4.0 years $ 1,766 Exercisable at December 31, 2022 833 11.47 3.6 years $ 923 (Shares in thousands) Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 1,554 $ 11.17 5.8 years Forfeitures ( 38 ) 10.63 Exercised ( 2 ) 6.66 Outstanding and expected to vest at December 31, 2021 1,514 11.19 4.9 years $ — Exercisable at December 31, 2021 603 11.39 4.0 years $ — The Company received $ 1.2 million, $ 0.4 million, and zero of cash from employees exercising options in 2023, 2022 and 2021, respectively. The intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 0.3 million, $ 0.2 million, and zero , respectively. Restricted Stock Awards Information related to restricted stock awards under the 2021 Plan, 2017 Plan, 2007 Plan, and the 2020 Inducement Awards for 2023, 2022 and 2021 is shown in the table below. The fair value of restricted stock awards is based on the price of the stock in the open market on the date of the grant, and the fair value of performance-based restricted stock units is determined by using the Monte Carlo valuation model. The fair value of the restricted stock awards is recorded as compensation expense on a straight-line basis over the vesting periods of the awards and forfeitures are accounted for when they occur. (Shares in thousands) Shares Weighted Nonvested at December 31, 2020 1,047 $ 6.00 Granted 573 8.19 Vested ( 323 ) 6.31 Forfeited ( 264 ) 5.80 Nonvested at December 31, 2021 1,033 7.17 Granted 755 5.74 Vested ( 355 ) 6.80 Forfeited ( 255 ) 6.41 Nonvested at December 31, 2022 1,178 6.53 Granted 734 16.12 Vested ( 417 ) 6.56 Forfeited ( 174 ) 7.19 Nonvested at December 31, 2023 1,321 $ 11.77 The fair value of awards vested and released during the years ended December 31, 2023, 2022 and 2021 was $ 5.9 million, $ 2.3 million, and $ 2.6 million, respectively. Unrecognized compensation expense related to nonvested shares of stock options, restricted stock and performance units was $ 10.4 million at December 31, 2023 and will be recognized over a weighted average vesting period of 1.1 years. Common Stock Repurchase On May 10, 2022, the Company's Board of Directors authorized a share repurchase program under which the Company may purchase up to $ 20.0 million of its outstanding shares of common stock through April 30, 2025. The authorization permits the Company to repurchase shares in the open market, through accelerated share repurchases, block trades, Rule 10b5-1 trading plans or through privately negotiated transactions in accordance with applicable laws, rules and regulations. During the year ended December 31, 2022 , the Company repurchased and retired approximately 1,032,000 shares of common stock at a cost of $ 7.0 million under the program. No repurchases occurred during the year ended December 31, 2023. On August 3, 2021, the Company's Board of Directors authorized a share repurchase program under which CECO may purchase up to $ 5.0 million of its outstanding shares of Company stock. The authorization permitted the Company to repurchase shares in the open market, through accelerated share repurchases, block trades, 10b5-1 plans or through privately negotiated transactions in accordance with applicable laws, rules and regulations. The Company completed its purchases authorized under the plan in October 2021, repurchasing approximately 700,000 shares of common stock at a cost of $ 5.0 million under the program. All treasury shares were retired following the repurchase. Dividends The Company's dividend policy and the payment of cash dividends under that policy are subject to the Board of Director’s continuing determination that the dividend policy and the declaration of dividends are in the best interest of the Company’s stockholders. Future dividends and the dividend policy may be changed at the Company’s discretion at any time. Payment of dividends is also subject to the continuing compliance with financial covenants under the Credit Facility. The Company has not paid a cash dividend on its common stock in any of the years ended December 31, 2023, 2022 or 2021 . |
Pension and Employee Benefit Pl
Pension and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Pension and Employee Benefit Plans | 10. Pension and Employee Benefit Plans The Company sponsors a non-contributory defined benefit pension plan for certain union employees. The accrual of future benefits for all participants who are non-union employees was frozen effective December 31, 2008. The plan is funded in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974. The following tables set forth the plan changes in benefit obligations, plan assets and funded status on the measurement dates: December 31, (table only in thousands) 2023 2022 2021 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 27,350 $ 35,035 $ 38,272 Interest cost 1,274 877 775 Actuarial loss (gain) 183 ( 6,540 ) ( 1,936 ) Benefits paid ( 2,047 ) ( 2,022 ) ( 2,076 ) Projected benefit obligation at end of year 26,760 27,350 35,035 Change in plan assets: Fair value of plan assets at beginning of year 21,821 29,474 28,545 Actual return on plan assets 2,872 ( 5,631 ) 3,005 Benefits paid ( 2,047 ) ( 2,022 ) ( 2,076 ) Fair value of plan assets at end of year 22,646 21,821 29,474 Funded status at end of year $ ( 4,114 ) $ ( 5,529 ) $ ( 5,561 ) Weighted-average assumptions used to determine benefit obligations for the year ended December 31: Discount rate 4.70 % 4.90 % 2.55 % The funded status as of December 31, 2023, 2022 and 2021, was $ 4.1 million, $ 5.5 m illion, and $ 5.6 million, respectively and is recognized in the accompanying Consolidated Balance Sheets within other long-term liabilities. The details of net periodic benefit cost for pension benefits included in the accompanying Consolidated Statements of Income are as follows: December 31, (table only in thousands) 2023 2022 2021 Interest cost $ 1,274 $ 877 $ 775 Expected return on plan assets ( 1,142 ) ( 1,560 ) ( 1,510 ) Amortization of net loss 297 263 411 Net periodic benefit (expense) income $ 429 $ ( 420 ) $ ( 324 ) Other changes in plan assets and benefit obligations recognized in other comprehensive income: December 31, (table only in thousands) 2023 2022 2021 Net (gain) loss $ ( 1,548 ) $ 651 $ ( 3,432 ) Amortization of net actuarial loss ( 297 ) ( 263 ) ( 411 ) Total recognized in other comprehensive income (loss) $ ( 1,845 ) $ 388 $ ( 3,843 ) Total recognized in net periodic benefit cost and other comprehensive income (loss) $ ( 1,416 ) $ ( 32 ) $ ( 4,167 ) Weighted-average assumptions used to determine net periodic benefit costs December 31, 2023 2022 2021 Discount Rate 4.90 % 2.55 % 2.10 % Expected return on assets 5.50 % 5.50 % 5.50 % The basis of the long-term rate of return assumption reflects the current asset mix for the pension plan of approxi mately 30 % to 40 % debt securities and 60 % to 70 % equity securities with assumed average annual returns of approximately 4 % to 6 % for debt securities and 8 % to 12 % for equity securities. The investment portfolio for the pension plan will be adjusted periodically to maint ain the current ratios of debt securities and equity securities. Additional consideration is given to the historical returns for the pension plan as well as future long range projections of investment returns for each asset category. The long-term rate of return also considers administrative expenses of the plan. Benefits under the plan is not based on wages and, therefore, future wage adjustments have no effect on the projected benefit obligation. During 2023, 2022 and 2021, the Company updated the mortality tables (RP-2021 Total Mortality Table, RP-2020 Total Mortality Table, and RP-2019 Total Mortality Table for each respective year) in the underlying assumptions used to determine the benefit obligation. Pension plan assets are invested in trusts comprised primarily of investments in various debt and equity funds. A fiduciary committee establishes the target asset mix and monitors asset performance. The expected rate of return on assets includes the determination of a real rate of return for equity and fixed income investment applied to the portfolio based on their relative weighting, increased by an underlying inflation rate. The Company's defined benefit pension plan asset allocation by asset category is as follows: Target Percentage of 2023 2023 2022 Asset Category: Cash and cash equivalents 0 % 1 % 2 % Equity securities 70 % 76 % 73 % Debt securities 30 % 23 % 25 % Total 100 % 100 % 100 % Estimated pension plan cash obligations are $ 2.1 million annually for 2024 through 2028, and a total of $ 10.0 million for the years 2029 through 2033. Fair Value Measurements of Pension Plan Assets Following is a description of the valuation methodologies used for pension assets measured at fair value: Cash and cash equivalents : Cash and cash equivalents consist primarily of cash on deposit in money market funds. Cash and cash equivalents are stated at cost, which approximates fair value. Equity securities : Equity securities consist of various managed funds that invest primarily in common stocks. These securities are valued at the net asset value of shares held by the plan at year end. The net asset value is calculated based on the underlying shares and investments held by the funds. Debt securities : Debt securities consist of U.S. government and agency securities, corporate bonds and notes, and managed funds that invest in fixed income securities. U.S governmental and agency securities are valued at closing prices reported in the active market in which the individual securities are traded. Corporate bonds and notes are valued using market inputs including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Inputs may be prioritized differently at certain times based on market conditions. Managed funds are valued at the net asset value of shares held by the plan at year end. The net asset value is calculated based on the underlying investments held by the fund. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The levels assigned to the defined benefit plan assets as of December 31, 2023, are summarized in the tables below: (table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 311 $ — $ — $ 311 Equity securities 17,233 — — 17,233 Debt securities 5,102 — — 5,102 Total assets $ 22,646 $ — $ — $ 22,646 The levels assigned to the defined benefit plan assets as of December 31, 2022, are summarized in the tables below: (table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 354 $ — $ — $ 354 Equity securities 15,984 — — 15,984 Debt securities 5,483 — — 5,483 Total assets $ 21,821 $ — $ — $ 21,821 The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chooses to stop participating in some of its multiemployer plans, CECO may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company’s participation in these plans for the year ended December 31, 2023, is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2023 is for the plan’s year-end at December 31, 2022. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Pension Fund EIN/Pension Pension FIF/RP Status Surcharge Expiration Sheet Metal Workers’ National Pension Fund 52-6112463 /001 Green FIF: Yes - Implemented Implemented No Various Sheet Metal Workers Local 224 Pension Plan 31-6171353 /001 Yellow FIF: Yes - Implemented No n/a Sheet Metal Workers Local No. 177 Pension Fund 62-6093256 /001 Green Is not subject No April 30, 2026 Kirk and Blum was listed in the Sheet Metal Workers Local No. 177 Pension Fund’s Form 5500 as providing more than five percent of total contributions for the year ended December 31, 2022. The Company was not listed in any of the other plans’ Forms 5500 as providing more than five percent of the total contributions for the plans and plan years. At the date the financial statements were issued, Forms 5500 were not available for the plan years ended December 31, 2023. The Company has no current intention of withdrawing from any plan and, therefore, no liability has been provided in the accompanying consolidated financial statements. Amounts charged to pension expense under the above plans including the multi-employer plans totaled $ 0.5 million, $ 0.4 million, and $ 0.6 m illion for the years ended December 31, 2023, 2022 and 2021, respectively. The Company has a 401(k) savings retirement plan for employees of certain of its subsidiaries. The plan covers substantially all employees who have 30 days of service, and who have attained 18 years of age. The plan allows the Company to make discretionary contributions and provides for employee salary deferrals of up to 100 %. The Company made aggregate matching contributions and discretionary contributions of $ 2.0 million, $ 1.5 million, and $ 0.9 million during the years ended December 31, 2023, 2022 and 2021 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 11. Leases The lease accounting guidance under ASC 842 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The Company's leasing activity is primarily related to buildings used for manufacturing, warehousing, sales, and administrative activities. The Company determines if an arrangement is a lease at inception. Many of the Company's lease agreements contain renewal options; however, the Company does not recognize ROU assets or lease liabilities for renewal periods unless it is determined that lease renewal is reasonably certain at inception or when a triggering event occurs. Some of the Company's lease agreements contain rent escalation clauses, free-rent periods, or other lease concessions. The Company recognizes its minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. Variable lease costs represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred. The Company's variable lease costs are not material. In determining its ROU assets and lease liabilities, the Company applies a discount rate to the minimum lease payments within each lease agreement. ASC 842 requires the Company to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. When the Company cannot readily determine the discount rate implicit in the lease agreement, it utilizes its fully collateralized incremental borrowing rate. To estimate its specific incremental borrowing rates the Company considers, among other factors, interest rates on its existing credit facilities, risk-free rates, the types of assets being leased, and the term of the leases. The components of lease expense were as follows: December 31, (table only in thousands) 2023 2022 2021 Operating lease cost (a) $ 4,643 $ 3,558 $ 3,232 Finance lease cost: Amortization of right-of-use assets 232 309 308 Interest on lease liability 289 289 315 Total finance lease cost 521 598 623 Total lease cost $ 5,164 $ 4,156 $ 3,855 (a) includes variable lease costs which are immaterial Supplemental cash flow information related to leases was as follows: December 31, (table only in thousands) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,567 $ 3,637 $ 3,171 Operating cash flows from finance leases $ 289 $ 289 $ 315 Financing cash flows from finance leases $ 907 $ 600 $ 603 Right of use assets obtained in exchange for lease obligations Operating leases $ 7,697 $ 3,487 $ 2,206 Supplemental balance sheet information related to leases was as follows: December 31, (table only in thousands) 2023 2022 Operating leases Right-of-use assets from operating leases $ 16,256 $ 11,373 Accrued expenses $ 4,278 $ 3,228 Operating lease liabilities 11,417 8,453 Total operating lease liabilities $ 15,695 $ 11,681 Finance leases Property, plant and equipment, net $ 2,097 $ 2,329 Accrued expenses $ 693 $ 645 Other liabilities 4,844 5,537 Total finance lease liabilities $ 5,537 $ 6,182 Weighted-average remaining lease term were as follows: December 31, 2023 2022 Operating leases 8 years 10 years Finance leases 7 years 8 years Weighted-average discount rate Operating leases 5.8 % 4.7 % Finance leases 4.6 % 4.6 % As of December 31, 2023, maturities of lease liabilities were as follows: (table only in thousands) Operating Leases Finance Leases 2024 $ 4,363 $ 925 2025 3,845 943 2026 2,527 962 2027 1,578 982 2028 1,145 1,001 Thereafter 3,480 1,596 Total minimum lease payments $ 16,938 $ 6,409 Less imputed interest ( 1,243 ) ( 872 ) Lease liability $ 15,695 $ 5,537 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Legal Proceedings Asbestos cases The Company's subsidiary, Met-Pro, beginning in 2002 began to be named in asbestos-related lawsuits filed against a large number of industrial companies including, in particular, those in the pump and fluid handling industries. In management’s opinion, the complaints typically have been vague, general and speculative, alleging that Met-Pro, along with the numerous other defendants, sold unidentified asbestos-containing products and engaged in other related actions which caused injuries (including death) and loss to the plaintiffs. Counsel has advised that more recent cases typically allege more serious claims of mesothelioma. The Company’s insurers have hired attorneys who, together with the Company, are vigorously defending these cases. Many cases have been dismissed after the plaintiff fails to produce evidence of exposure to Met-Pro’s products. In those cases, where evidence has been produced, the Company’s experience has been that the exposure levels are low and the Company’s position has been that its products were not a cause of death, injury or loss. The Company has been dismissed from or settled a large number of these cases. Cumulative settlement payments from 2002 through December 31, 2023 for cases involving asbestos-related claims were $ 6.5 million which together with all legal fees other than corporate counsel expenses have substantially been paid by the Company’s insurers. The average cost per settled claim, excluding legal fees, was approximately $ 37,000 . Based upon the most recent information available to the Company regarding such claims, there were a total of 313 cases pending against the Company as of December 31, 2023 (with Illinois, New York, Pennsylvania and West Virginia having the largest number of cases), as compared with 247 cases that were pending as of December 31, 2022. During 2023, 169 new cases were filed against the Company, and the Company was dismissed from 74 cases and settled 29 cases. Most of the pending cases have not advanced beyond the early stages of discovery, although a number of cases are on schedules leading to or are scheduled for trial. The Company believes that its insurance coverage is adequate for the cases currently pending against the Company and for the foreseeable future, assuming a continuation of the current volume, nature of cases and settlement amounts. However, the Company has no control over the number and nature of cases that are filed against it, nor as to the financial health of its insurers or their position as to coverage. The Company also presently believes that none of the pending cases will have a material adverse impact upon the Company’s results of operations, liquidity or financial condition. Other The Company is also involved in legal proceedings arising in the ordinary course of its business. The final outcome and impact of open matters, and related claims and investigations that may be brought in the future, are subject to many variables, and cannot be predicted. In accordance with ASC 450, “Contingencies,” and related guidance, the Company records reserves for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. The Company expenses legal costs as they are incurred. The Company is not aware of pending claims or assessments, other than as described above, which may have a material adverse impact on its liquidity, financial position, results of operations, or cash flows. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Income before income taxes was generated in the United States and globally as follows: (in thousands) 2023 2022 2021 Domestic $ 7,444 $ 11,971 $ 771 Foreign 14,081 11,718 3,903 $ 21,525 $ 23,689 $ 4,674 Certain of the Company’s undistributed earnings of its foreign subsidiaries are not permanently reinvested, as management intends to repatriate foreign-held cash as needed to meet domestic cash needs for operating, investing, and financing activities. A liability of $ 0.7 million has been recorded for the deferred taxes on such undistributed foreign earnings as of December 31, 2023. The deferred taxes are attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. Income tax expense (benefit) consisted of the following for the years ended December 31: (in thousands) 2023 2022 2021 Current: Federal $ 3,939 $ 5,009 $ 354 State 1,100 836 278 Foreign 2,107 1,755 1,972 7,147 7,600 2,604 Deferred: Federal ( 495 ) ( 3,001 ) 426 State ( 208 ) ( 231 ) 45 Foreign 580 1,058 ( 384 ) ( 123 ) ( 2,174 ) 87 $ 7,024 $ 5,426 $ 2,691 The income tax expense (benefit) differs from the statutory rate due to the following: (in thousands) 2023 2022 2021 Tax expense at statutory rate $ 4,488 $ 4,975 $ 981 Increase (decrease) in tax resulting from: State income tax, net of federal benefit 541 340 334 Other permanent differences 290 383 ( 147 ) Impact of rate differences and adjustments ( 1,046 ) 565 876 United States tax credits and incentives ( 532 ) ( 626 ) 300 Foreign tax credits and incentives ( 812 ) ( 895 ) ( 265 ) Change in valuation allowance 1,782 ( 526 ) ( 489 ) Foreign withholding taxes on repatriation of foreign earnings ( 592 ) 139 244 Earnout expense (income) 85 ( 48 ) 233 Equity compensation 460 339 169 Excess compensation 360 11 — Provision-to-return adjustments 528 ( 189 ) 127 Investment in joint venture ( 155 ) 375 237 Net effect GILTI and FDII 1,400 565 — Other 227 18 91 $ 7,024 $ 5,426 $ 2,691 Deferred income taxes reflect the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and tax credit carry forwards. The net deferred tax liabilities consisted of the following at December 31: (in thousands) 2023 2022 Gross deferred tax assets: Accrued expenses $ 729 $ 692 Reserves on assets 2,769 2,228 Share-based compensation awards 372 452 Minimum pension 920 1,247 Net operating loss carry-forwards 3,785 3,142 Tax credit carry-forwards 2,302 2,349 Investment in joint venture 926 815 Leases 3,699 2,564 Research and development costs 3,857 3,224 Other — 69 Total gross deferred tax assets 19,359 16,782 Valuation allowances ( 6,545 ) ( 4,950 ) $ 12,814 $ 11,832 Gross deferred tax liabilities: Depreciation ( 1,809 ) ( 727 ) Goodwill and intangibles ( 14,299 ) ( 13,310 ) Prepaid expenses and inventory ( 95 ) ( 783 ) Withholding tax on unremitted foreign earnings ( 662 ) ( 1,254 ) Leases ( 3,571 ) ( 2,564 ) Revenue recognition ( 694 ) ( 1,031 ) Other ( 218 ) — ( 21,348 ) ( 19,669 ) Net deferred tax liabilities $ ( 8,534 ) $ ( 7,837 ) As of December 31, 2023, state and local net operating loss carry forwards total $ 41.0 million, which expire from 2024 to 2043 . The Company has recorded a valuation allowance on certain of these net operating loss carry forwards to reflect expected realization. The Company also has net operating loss carry forwards in foreign jurisdictions totaling $ 11.2 million. As of December 31, 2023 and 2022, the Company has recorded a valuation reserve, including but not limited to net operating losses, in the amount of $ 6.5 million and $ 5.0 million, respectively. The changes in the valuation allowance resulted in additional income tax expense (benefit) of $ 1.5 million, $( 0.5 ) million, and $( 0.5 ) million in 2023, 2022, and 2021, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based on this assessment, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2023. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The Company accounts for uncertain tax positions pursuant to FASB ASC Topic 740. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 % likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. A reconciliation of the beginning and ending amount of uncertain tax position reserves included in other liabilities on the Consolidated Balance Sheets is as follows: (in thousands) 2023 2022 Balance as of January 1, $ 144 $ 141 Additions for tax positions taken in prior years 7 3 Balance as of December 31, $ 151 $ 144 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The reserve for uncertain tax positions includes $ 0.1 million of interest and penalties as of December 31, 2023 and 2022. The favorable settlement of all uncertain tax positions would impact the Company’s effective income tax rate. Tax years going back to 2018 remain open for examination by all significant federal, state and foreign authorities. |
Acquisitions and Joint Ventures
Acquisitions and Joint Ventures | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions and Joint Ventures | 14. Acquisitions and Joint Ventures Kemco Systems Co., LLC On August 23, 2023, the Company acquired 100 % of the equity interests of Kemco Systems Co., LLC ("Kemco") for $ 24.0 million in cash, which was financed with a draw on the Company’s revolving credit facility. As additional consideration, the former owners are entitled to earn-out payments up to $ 4.0 million based upon specified financial results through August 31, 2026. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $ 2.2 million. This fair value measurement is based on inputs not observable in the market, which is considered Level 3 on the fair value hierarchy. As of December 31, 2023 , the earnout liability recorded in “Accrued expenses” and "Other liabilities" on the Consolidated Balance Sheets was $ 1.1 million and $ 1.1 million, respectively, based on the anticipated payout timing, for a total of $ 2.2 million. Kemco designs and manufactures energy and water conservation systems and equipment for applications regarding wastewater reuse and recycle, heat recovery, water heating, and vapor energy. This acquisition advances the Company's position within the North American water and wastewater treatment market within the Engineered Systems segment. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including accounts receivable of $ 2,328 ) $ 8,902 Property and equipment 341 Right-of-use assets from operating leases 1,602 Intangible - finite life 11,610 Goodwill 11,017 Other assets 16 Total assets acquired 33,488 Current liabilities assumed ( 6,853 ) Other liabilities assumed ( 404 ) Deferred tax liability ( 12 ) Net assets acquired $ 26,219 The Company acquired technology, customer lists and tradename intangible assets valued at $ 1.4 million, $ 8.7 million and $ 1.5 million, respectively. These assets were determined to have useful lives of 7 , 10 and 10 years, respectively. During the year ended December 31, 2023, Kemco accounted for $ 13.1 million in revenue and $ 2.0 million of net income included in the Company’s results. Transcend Solutions On March 31, 2023, the Company acquired 100 % of the equity interests of Transcend Solutions, LLC ("Transcend") for $ 22.4 million, including $ 20.0 million in cash, which was financed with a draw on the Company’s revolving credit facility, $ 2.4 million of deferred cash consideration, consisting of $ 0.4 million of holdback paid within one year and $ 2.0 million of notes payable due in equal installments over two years . Transcend is a process filtration solution design and manufacturing company with applications in hydrocarbon and chemical processing. This acquisition improves the Company's short-cycle and long-cycle mix and expands the Company's reach into midstream oil and gas, liquified natural gas, hydrocarbon processing, and chemical processing applications within the Engineered Systems segment. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 52 and accounts receivable of $ 1,493 ) $ 2,614 Property and equipment 1,153 Intangible - finite life 8,930 Goodwill 10,839 Other assets 231 Total assets acquired 23,767 Current liabilities assumed ( 1,203 ) Deferred tax liability ( 168 ) Net assets acquired $ 22,564 The Company acquired technology, customer lists and tradename intangible assets valued at $ 0.6 million, $ 7.6 million and $ 0.7 million, respectively. These assets were determined to have useful lives of 7 , 10 and 10 years, respectively. During the year ended December 31, 2023, Transcend accounted for $ 10.3 million in revenue and $ 1.7 million of net income included in the Company’s results. Malvar Engineering Limited On January 10, 2023, the Company acquired 100 % of the equity interests of Malvar Engineering Limited, including its subsidiaries Arkanum Management Limited and Wakefield Acoustics Limited (collectively, "Wakefield"), for $ 4.1 million in cash, which was financed with a draw on the Company’s revolving credit facility, and $ 0.4 million of deferred cash consideration . As additional consideration, the former owners were entitled to earn-out payments based upon specified financial results through July 31, 2023. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $ 0.6 million. A payment of $ 0.6 million, representing the fully earned amount, was made in the fourth quarter of 2023. Wakefield is a producer of industrial engineered noise control solutions, including custom acoustical gen-set packages, ambient air baffles, acoustical louvres, and skid enclosures, primarily serving server farms for data centers, standby and emergency power generation, oil and gas, petrochemical, commercial construction, infrastructure, and general manufacturing industries. This acquisition advances the Company's position within the industrial silencing and noise attenuation market by adding a range of solutions and access to new geographic markets within the Engineered Systems segment. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including accounts receivable of $ 2,467 ) $ 3,240 Property and equipment 635 Intangible - finite life 1,778 Goodwill 5,296 Total assets acquired 10,949 Current liabilities assumed ( 4,860 ) Deferred income tax liability ( 961 ) Net assets acquired $ 5,128 The Company acquired customer lists and tradename intangible assets valued at $ 1.5 million and $ 0.3 million, respectively. These assets were determined to have useful lives of 10 years. During the year ended December 31, 2023, Wakefield accounted for $ 13.8 million in revenue and $ 1.3 million of net income included in the Company’s results. DS21 Co., Ltd. On September 19, 2022, the Company acquired 100 % of the equity interests of DS21 Co., Ltd. ("DS21") for $ 9.2 million, including $ 8.9 million in cash, which was financed with a draw on the Company’s revolving credit facility, and deferred cash consideration of $ 0.3 million paid within one year from the date of closing. DS21 is a South Korean-based design and manufacturing firm specializing in innovative water and wastewater treatment solutions. The addition of DS21 advances the Company's leadership position in niche oily water and produced water treatment, demineralization water treatment and ultra-pure water supply applications within the Company's Engineered Systems segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 1,453 ) $ 5,099 Property and equipment 4,112 Intangible - finite life 422 Deferred income taxes 557 Other assets 169 Total assets acquired 10,359 Current liabilities assumed ( 1,008 ) Other liabilities ( 113 ) Net assets acquired $ 9,238 The Company acquired customer lists and tradename intangible assets valued at $ 0.1 million and $ 0.3 million, respectively. These assets were determined to have useful lives of 10 years. Western Air Ducts Ltd. On June 22, 2022, the Company acquired 100 % of the equity interests of Western Air Ducts Limited for $ 10.7 million in cash, which was financed with a draw on the Company’s revolving credit facility, and deferred cash consideration of $ 0.8 million paid within one year from the date of closing. Western Air Ducts is a leading European supplier of dust and fume extraction solutions, providing consultation, design, manufacturing, installation, and service. The acquisition diversifies and expands the Company's industrial air product offerings within the Industrial Process Solutions segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 1,557 ) $ 2,711 Property and equipment 188 Goodwill 7,344 Intangible - finite life 3,158 Total assets acquired 13,401 Current liabilities assumed ( 1,127 ) Deferred income tax liability ( 824 ) Net assets acquired $ 11,450 The Company acquired customer lists and tradename intangible assets valued at $ 2.8 million and $ 0.4 million, respectively. These assets were determined to have useful lives of 10 years. Compass Water Solutions, Inc. On May 3, 2022, the Company acquired 100 % of the equity interests of Compass Water Solutions, Inc. ("Compass") for $ 9.0 million in cash, which was financed with a draw on the Company’s revolving credit facility, and $ 2.0 million in notes payable to the former owners over two years. As additional consideration, the former owners are entitled to earn-out payments based upon a multiple of specified financial results through April 30, 2023. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $ 1.4 million, which was paid in the third quarter of 2023. Compass is a leading global supplier of membrane-based industrial water and wastewater treatment systems that help customers achieve regulatory compliance of water discharge at the lowest lifecycle cost. The acquisition diversifies and expands the Company's industrial water product offerings within the Engineered Systems segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing . (in thousands) Current assets (including cash of $ 334 ) $ 4,796 Property and equipment 101 Goodwill 4,848 Intangible - finite life 4,900 Total assets acquired 14,645 Current liabilities assumed ( 623 ) Deferred income tax liability ( 1,627 ) Net assets acquired $ 12,395 The Company acquired customer lists and tradename intangible assets valued at $ 4.4 million and $ 0.5 million, respectively. These assets were determined to have useful lives of 10 years. General Rubber LLC On March 7, 2022, the Company, through the EFM JV, acquired 100 % of the equity interests of General Rubber LLC ("GRC") for $ 19.7 million in cash, which was financed with a combination of a draw on the Company's revolving credit facility and issuance of term debt by the EFM JV. As additional consideration, the former owners of GRC were issued 10 % of the equity interest in the EFM JV, resulting in the Company holding 63 % of the equity in the joint venture. The Company determined CECO was the primary beneficiary of this variable interest entity and therefore the noncontrolling equity interest is in the Consolidated Balance Sheet. The fair value ascribed to the equity interest of the former owners of GRC was approximately $ 4.1 million. As of December 31, 2023, there were $ 14.5 million in current assets, $ 26.7 million in long-lived assets, and $ 12.5 million in total liabilities related to the EFM JV included in the Consolidated Balance Sheets. For the years ended December 31, 2023 and 2022, EFM JV accounted for $ 37.7 million and $ 35.8 million in revenue, respectively. GRC engineers and manufactures non-metallic expansion joints and flow control products including rubber expansion joints, ducting expansion joints, and industrial pinch and duck bill valves, serving the industrial water and wastewater markets. The acquisition diversifies and expands the EFM JV product offerings within the Engineered Systems segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 137 ) $ 4,963 Property and equipment 459 Goodwill 11,120 Intangible - finite life 8,380 Total assets acquired 24,922 Current liabilities assumed ( 714 ) Deferred income tax liability ( 388 ) Net assets acquired $ 23,820 The Company acquired customer lists and tradename intangible assets valued at $ 7.7 million and $ 0.7 million, respectively. These assets were determined to have useful lives of 10 years. The Company has finalized the valuation of assets acquired and liabilities assumed related to the 2022 acquisitions. The purchase accounting related to the 2023 acquisitions is subject to final adjustment, primarily for the valuation of intangible assets pending final valuation results for such assets and tax balances for the further assessment of the acquiree’s tax positions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as the Company finalizes the valuation of assets acquired and liabilities assumed. These changes could result in material variances in the Company's future financial results, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. Goodwill recognized 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. Goodwill related to these acquisitions is not deductible for tax purposes. Acquisition and integration expenses on the Consolidated Statements of Income are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. The following unaudited pro forma financial information represents the Company’s results of operations as if these acquisitions had occurred at the beginning of the fiscal year prior to the acquisition : December 31, (table only in thousands, except per share data) 2023 2022 Net sales $ 564,608 $ 478,802 Net income attributable to CECO Environmental Corp. $ 14,562 20,179 Earnings per share: Basic $ 0.42 $ 0.58 Diluted $ 0.41 $ 0.58 The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, reflect additional interest expense on debt used to fund the acquisition, and to record the income tax consequences of the pro forma adjustments. These pro forma results do not purport to be indicative of the results of operations that would have occurred had the purchase been made as of the beginning of the periods presented or of the results of operations that may occur in the future. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segment Information | 15. Business Segment Information The Company’s operations are organized and reviewed by management along its product lines or end markets that the segment serves and are presented in two reportable segments. The results of the segments are reviewed through to the “Income from operations” line on the Consolidated Statements of Income. The accounting policies of the segments are the same as those in the consolidated financial statements. The Company’s reportable segments are organized as groups of similar products and services, as described as follows: Engineered Systems segment: The Company's Engineered Systems segment serves the power generation, hydrocarbon processing, water/wastewater treatment, oily water separation and treatment, marine and naval vessels, and midstream oil and gas sectors. The Company seeks to address the global demand for environmental and equipment protection solutions with its highly engineered platforms including emissions management, fluid bed cyclones, thermal acoustics, separation and filtration, and dampers and expansion joints. Industrial Process Solutions segment: The Company's Industrial Process Solutions segment serves the broad industrial sector with solutions for air pollution and contamination control, fluid handling, and process filtration in applications such as aluminum beverage can production, automobile production, food and beverage processing, semiconductor fabrication, electronics production, steel and aluminum mill processing, wood manufacturing, desalination, and aquaculture markets. The Company assists customers in maintaining clean and safe operations for employees, reducing energy consumption, minimizing waste for customers, and meeting regulatory standards for toxic emissions, fumes, volatile organic compounds, and odor elimination through its platforms including duct fabrication and installation, industrial air, and fluid handling. The financial segment information is as follows: (table only in thousands) 2023 2022 2021 Net Sales (less intra-, inter-segment sales) Engineered Systems segment $ 380,108 $ 263,224 $ 186,926 Industrial Process Solutions segment 164,737 159,403 137,214 Total net sales $ 544,845 $ 422,627 $ 324,140 (table only in thousands) 2023 2022 2021 Income from Operations Engineered Systems segment $ 59,846 $ 36,200 $ 25,770 Industrial Process Solutions segment 21,630 22,705 15,054 Corporate and Other (1) ( 46,907 ) ( 36,744 ) ( 30,967 ) Income from operations $ 34,569 $ 22,161 $ 9,857 (1) Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general, administrative corporate expenses. (table only in thousands) 2023 2022 2021 Property and Equipment Additions Engineered Systems segment $ 2,070 $ 203 $ 100 Industrial Process Solutions segment 2,827 879 721 Corporate and Other 3,487 2,294 1,795 Property and equipment additions $ 8,384 $ 3,376 $ 2,616 (table only in thousands) 2023 2022 2021 Depreciation and Amortization Engineered Systems segment $ 5,820 $ 4,672 $ 4,249 Industrial Process Solutions segment 4,352 4,388 4,299 Corporate and Other 2,335 1,554 1,305 Depreciation and amortization $ 12,507 $ 10,614 $ 9,853 December 31, (table only in thousands) 2023 2022 Identifiable Assets Engineered Systems segment $ 432,098 $ 332,820 Industrial Process Solutions segment 147,740 150,458 Corporate and Other (2) 20,453 21,443 Identifiable assets $ 600,291 $ 504,721 (2) Corporate assets primarily consist of cash, property, plant and equipment, and income tax related assets. December 31, (table only in thousands) 2023 2022 Goodwill Engineered Systems segment $ 142,229 $ 114,746 Industrial Process Solutions segment 69,097 68,451 Goodwill $ 211,326 $ 183,197 Intra-segment and Inter-segment Revenues The Company has divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales), as follows: Year Ended December 31, 2023 Less Inter-Segment Sales (table only in thousands) Total Sales Intra-Segment Industrial Process Solutions Engineered Systems Net Sales to Net Sales Engineered Systems segment $ 412,929 $ ( 31,402 ) $ ( 1,419 ) $ — $ 380,108 Industrial Process Solutions segment 183,011 ( 17,489 ) - ( 785 ) 164,737 Total net sales $ 595,940 $ ( 48,891 ) $ ( 1,419 ) $ ( 785 ) $ 544,845 Year Ended December 31, 2022 Less Inter-Segment Sales (table only in thousands) Total Sales Intra-Segment Industrial Process Solutions Engineered Systems Net Sales to Net Sales Engineered Systems segment $ 278,354 $ ( 14,088 ) $ ( 1,042 ) $ — $ 263,224 Industrial Process Solutions segment 165,220 ( 5,536 ) — ( 281 ) 159,403 Total net sales $ 443,574 $ ( 19,624 ) $ ( 1,042 ) $ ( 281 ) $ 422,627 Year Ended December 31, 2021 Less Inter-Segment Sales (table only in thousands) Total Sales Intra-Segment Industrial Process Solutions Engineered Systems Net Sales to Net Sales Engineered Systems segment $ 197,380 $ ( 9,483 ) $ ( 971 ) $ — $ 186,926 Industrial Process Solutions segment 152,886 ( 14,533 ) — ( 1,139 ) 137,214 Total net sales $ 350,266 $ ( 24,016 ) $ ( 971 ) $ ( 1,139 ) $ 324,140 No single customer represented greater than 10 % of consolidated net sales or accounts receivable for 2023, 2022, or 2021. For 2023, 2022, and 2021, sales outside the United States accounted for approximately 33 % , 35 %, and 38 %, respectively, of consolidated net sales. The largest portions of sales outside the Unite d States in 2023 were in Europe ( 19 % ) and A sia ( 9 % ). The largest portions of sales outside the United States in 2022 were in Europe ( 20 %) and Asia ( 11 %). The largest portion of sales outside the United States in 2021 was destined for Asia ( 16.0 %) and Europe ( 10.3 %). O f consolidated long-lived assets, $ 48.2 million and $ 39.9 million were located outside of the United States as of December 31, 2023 and 2022, respectively. The largest portion of long-lived assets located outside the United States at December 31, 2023 and December 31, 2022 were in Europe ( $ 38.3 million and $ 30.5 million, respectively). |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of business | Nature of business — CECO Environmental Corp. and its consolidated subsidiaries (“CECO,” the “Company,” “we,” “us,” or “our”) is a leading environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally providing innovative technology and application expertise. CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. CECO solutions improve air and water quality, optimize emissions management, and increase the energy and process efficiency for highly engineered applications in power generation, midstream and downstream hydrocarbon processing and transport, chemical processing, electric vehicle production, polysilicon fabrication, semiconductor and electronics production, battery production and recycling, specialty metals, aluminum and steel production, beverage can manufacturing, and industrial and produced water and wastewater treatment, and a wide range of other industrial end markets . |
Principles of consolidation | Principles of consolidation —The consolidated financial statements include the Company and its controlled subsidiaries. All intercompany balances and transactions have been eliminated. Unless indicated, all balances within tables are in thousands except per share amounts. |
Use of estimates | Use of estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the estimates of contracts' progress to completion used in the recognition of revenue over time, inventory valuation, the estimated useful lives of fixed assets and intangible assets, fair values of long-lived assets and goodwill, and deferred tax assets. |
Cash equivalents | Cash equivalents —The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2023 and 2022, Restricted Cash is cash in support of letters of credit issued by various foreign subsidiaries of the Company. The Company occasionally enters into letters of credit with durations in excess of one year. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Cash Flows. December 31, 2023 2022 Cash and cash equivalents $ 54,779 $ 45,522 Restricted cash 669 1,063 Total cash, cash equivalents and restricted cash $ 55,448 $ 46,585 |
Accounts Receivable | Accounts receivable —Receivables are generally uncollateralized customer obligations due under normal terms requiring payment generally within 30 days from the invoice date unless otherwise determined by specific contract terms, generally due to retainage provisions. The Company’s estimate of the allowance for credit losses for trade receivables is primarily determined based upon the length of time that the receivables are past due and management estimates of probable losses based upon an analysis of prior collection experience, specific account risks and economic conditions. Accounts are deemed uncollectible based on past account experience and the current financial condition of the account. |
Inventories | Inventories —The Company’s inventory is valued at the lower of cost or net realizable value, using the first-in, first-out inventory costing method. Inventory quantities are regularly reviewed and provisions for excess or obsolete inventory are recorded based on the Company’s forecast of future demand and market conditions. Significant unanticipated changes to the Company’s forecasts could require a change in the provision for excess or obsolete inventory. |
Property, plant and equipment | Property, plant and equipment —Property, plant and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Depreciation and amortization are provided using the straight-line method in amounts sufficient to amortize the cost of the assets over their estimated useful lives (buildings and improvements—generally five to 40 years ; machinery and equipment—generally two to 15 years ). Upon sale or disposal of property, plant and equipment, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts, and the net amount, less any proceeds from sale, is recorded in income. |
Intangible assets | Intangible assets — Indefinite life intangible assets are comprised of tradenames, while finite life intangible assets are comprised of technology, customer lists, and tradenames. Finite life intangible assets are amortized on a straight line or accelerated basis over their estimated useful lives of seven to 10 years for technology, five to 20 years for customer lists, and 10 years for tradenames. |
Long-lived assets | Long-lived assets —Property, plant and equipment and finite life intangible assets are reviewed whenever events or changes in circumstances occur that indicate possible impairment. If events or changes in circumstances occur that indicate possible impairment, the impairment review is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of assets and liabilities. This analysis requires management judgment with respect to changes in technology, the continued success of product lines, and future volume, revenue and expense growth rates. The Company conducts annual reviews for idle and underutilized equipment, and review business plans for possible impairment. Impairment occurs when the carrying value of the assets exceeds the future undiscounted cash flows expected to be earned by the use of the asset or asset group. When impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset or asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value. Additionally, the Company evaluates the remaining useful life each reporting period to determine whether events and circumstances warrant a revision to the remaining period of depreciation or amortization. If the estimate of a long-lived asset’s remaining useful life is changed, the remaining carrying amount of the asset is amortized prospectively over that revised remaining useful life. The Company completes an impairment assessment annually as of October 1 of its indefinite life intangible assets, or more often as circumstances require. As a part of its annual assessment, typically, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not, as defined as a likelihood of more than 50 percent, that the fair value of an asset is less than its carrying amount. If there is a qualitative determination that the fair value of a particular asset is more likely than not greater than its carrying value, the Company does not need to proceed to the quantitative estimated fair value test for that asset. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is determined by the relief from royalty method. If the estimated fair value of an asset is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its estimated fair value. |
Goodwill | Goodwill —The Company completes an impairment assessment annually as of October 1, or more often as circumstances require, of its goodwill on a reporting unit level, at or below the operating segment level. As a part of its annual assessment, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not, defined as a likelihood of more than 50 percent, that the fair value of a reporting unit is less than its carrying amount. If there is a qualitative determination that the fair value of a particular reporting unit is more likely than not greater than its carrying value, the Company does not need to quantitatively test for goodwill impairment for that reporting unit. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is determined using a weighting of the income method and the market method. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recorded. |
Deferred charges | Deferred financing costs —Deferred financing costs are amortized to interest expense over the life of the related loan. In fiscal 2021, the Company entered into Amendment No.2 to the Second Amended and Restated Credit Agreement (the “Credit Facility”). The Credit Facility amended the Company’s existing Amendment No. 1 to Second Amended and Restated Agreement . In connection with the Credit Facility, the Company incurred $ 0.8 million in customary closing fees in 2021 that were capitalized and classified as a debt discount (see Note 8 for further details on the Credit Facility). In fiscal 2023, the Company entered into Amendment No.4 to the to the Second Amended and Restated Credit Agreement. In connection with this amendment, the Company incurred $ 0.4 million in customary closing fees in the fourth quarter of 2023 that were capitalized and classified as a debt discount (see Note 8). Amortization expense was $ 0.4 million, $ 0.4 million and $ 0.4 m illion for 2023, 2022 and 2021, respectively. As of December 31, 2023, and 2022, remaining capitalized deferred financing costs of $ 1.3 million and $ 1.5 million, respectively, are included as a discount to debt in the accompanying Consolidated Balance Sheets. |
Revenue recognition | Revenue recognition —A significant portion of the Company's revenue is derived from fixed-price contracts. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For each contract, the Company assesses the goods and services promised to a customer and identifies a performance obligation for each distinct promised good or service. The typical life of contracts is generally less than 12 months and each contract generally contains only one performance obligation, to provide goods or services to the customer. The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the products or services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the products and services. A significant amount of the Company's revenue is recognized over a period of time as the Company performs under the contract because control of the work in process transfers continuously to the customer. For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation. Progress is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. For these contracts, the cost-to-cost measure best depicts the continuous transfer of goods or services to the customer. Annual revenue recognized over a period of time is approximately 70% of total revenue for the years ended December 31, 2023, 2022, and 2021. For contracts where the duration is short, total contract revenue is insignificant, or control does not continuously transfer to the customer, revenues are recognized at the point in time control passes to the customer, which occurs generally upon shipment of product. Annual revenue recognized at a point in time is approximately 30% of total revenue for the years ended December 31, 2023, 2022, and 2021. Progress payments are generally made over the duration of the contract. Shipping and handling activities after control of the products has transferred to the customer are considered fulfillment activities. Sales taxes are recorded on a net basis. Contract Assets and Contract Liabilities — Contract assets consist of costs and earnings in excess of billings, costs incurred for contracts recognized at a point in time, and retainage. Costs and earnings in excess of billings represent the estimated value of unbilled work for contracts with performance obligations recognized over time and are separately classified as current assets in the Consolidated Balance Sheets. Costs incurred for contracts recognized at a point in time are classified within inventories as work-in-process. Retainage represents a portion of the contract billings that have been billed, but for which the contract allows the customer to retain a portion of the billed amount until final settlement. Retainage is not considered to be a significant financing component because the intent is to protect the customer. Retainage is classified within accounts receivable and deferred charges and other assets depending on when it is due. Almost all of the Company’s contract assets are classified as current assets in the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities, classified in accounts payable and accrued expenses in the Consolidated Balance Sheets, include advance payments received from customers for which revenue has not been recognized for contracts where revenue is recognized at a point in time. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. As of the beginning of the prior year period, or January 1, 2022, costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts w ere $ 51.4 million and $ 28.9 million, respectively. The contract liabilities recorded in “Accrued expenses” on the Consolidated Balance Sheets were $ 4.4 million as of January 1, 2022. Approximately 95 % of the Company's contract liabilities as of December 31, 2022 were recognized as revenue in the year ended December 31, 2023 . Approximately 75 % of the Company's contract liabilities as of December 31, 2021 were recognized as revenue in the year ended December 31, 2022. Approximately 75 % of the Company's contract liabilities as of December 31, 2020 were recognized as revenue in the year ended December 31, 2021. The revenue streams within the Company are consistent with those disclosed for the Company's reportable segments. See Note 15 to the Consolidated Financial Statements for additional information on product offerings and segments. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes to job performance, job conditions, and estimated profitability may result in revisions to contract revenue and costs and are recognized in the period in which the revisions are made. There was no provision for estimated losses on uncompleted contracts at December 31, 2023 and 2022 . |
Cost of sales | Cost of sales —Cost of sales amounts include materials, subcontract costs, direct labor and associated benefits, inbound freight charges, purchasing and receiving, inspection, warehousing, and depreciation. |
Claims | Claims —Change orders arise when the scope of the original project is modified for any of a variety of reasons. The Company will negotiate the extent of the modifications, its expected costs and recovery with the customer. Costs related to change orders are added to the expected total cost of the project. In cases where contract revenues are assured beyond a reasonable doubt to be increased in excess of the expected costs of the change order, incremental profit also is recognized on the contract. Such assurance is generally only achieved when the customer approves in writing the scope and pricing of the change order. Change orders that are in dispute are effectively handled as claims. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price. Costs attributable to claims are treated as contract costs as incurred. The Company recognizes certain significant claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated. When the customer or other parties agree in writing to the amount of the claim to be recovered by the Company, the amount of the claim becomes contractual and is accounted for as an increase in the contract’s total estimated revenue and estimated cost. As actual costs are incurred and revenues are recognized over time, a corresponding percentage of the revised total estimated profit will therefore be recognized. Should it become probable that the claim will not result in additional contract revenue, the Company removes the related contract revenues from its previous estimate of total revenues, which effectively reduces the estimated profit margin on the job and negatively impacts profit for the period. |
Pre-contract costs | Pre-contract costs —Pre-contract costs are not significant and are primarily internal costs. As most of the Company’s contracts are one year or less, the Company expenses all pre-contract costs as incurred regardless of whether or not the bids are successful. A majority of the Company's business is obtained through a bidding process and this activity is on-going with multiple bids in process at any one time. These costs consist primarily of engineering, sales and project manager wages, fringes and general corporate overhead. |
Selling and administrative expenses | Selling and administrative expenses —Selling and administrative expenses on the Consolidated Statements of Income include sales and administrative wages and associated benefits, selling and office expenses, professional fees, bad debt expense and depreciation. Selling and administrative expenses are charged to expense as incurred. Selling and administrative expenses for the years ended December 31, 2023, 2022, and 2021 included $ 0.6 million, $ 0.5 million, and $ 0.7 million of advertising expenses, respectively. |
Acquisition and integration expenses | Acquisition and integration expenses —Acquisition and integration expenses on the Consolidated Statements of Income are related to acquisition activities, which include, legal, accounting, and other expenses. |
Amortization and earnout expenses | Amortization and earnout expenses —Amortization and earnout expenses on the Consolidated Statements of Income include amortization of intangible assets, and changes to earnout and contingent compensation amounts related to acquisitions. |
Restructuring expenses | Restructuring expenses —Restructuring expenses on the Consolidated Statements of Income include expenses related to ongoing restructuring programs to reduce operating costs in the future. Within restructuring expenses are charges related to severance, facility exit, legal and property, plant and equipment impairment. The Company’s policy is to recognize restructuring expenses in accordance with the accounting rules related to exit or disposal activities. |
Executive transition expenses | Executive transition expenses —Executive transition expenses on the Consolidated Statements of Income include expenses related to the severance for the Company’s former executives, as well as fees and expenses incurred in the search for, and hiring of, new executives. |
Product Warranties | Product warranties —The Company’s warranty reserve is to cover the products sold. The warranty accrual is based on historical claims information. The warranty reserve is reviewed and adjusted as necessary on a quarterly basis and is presented within Note 7. |
Research and Development | Research and development —Although not technically defined as research and development, a significant amount of time, effort and expense is devoted to custom engineering which qualifies products for specific customer applications, developing proprietary process technology and partnering with customers to develop new products. |
Income taxes | Income taxes - Income taxes are determined using the asset and liability method of accounting for income taxes in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes”. Income tax expense includes federal, state and foreign income taxes. Deferred income taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases and are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Tax credits and other incentives reduce income tax expense in the year the credits are claimed. Management must assess the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal, state and foreign tax authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions, including many foreign jurisdictions. The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. Management must assess the realizability of the Company’s deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The Company has made an accounting policy election to record the U.S. income tax effect of future global intangible low-taxed income (“GILTI”) inclusions in the period in which they arise, rather than establishing deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusion. Certain of the Company’s undistributed earnings of its foreign subsidiaries are not permanently reinvested. A liability has been recorded for the deferred taxes on such undistributed foreign earnings. The amount is attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. |
Earnings per share | Earnings per share —The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share for 2023, 2022 and 2021. For the Year Ended December 31 2023 2022 2021 (table only in thousands) Numerator (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 12,911 $ 17,417 $ 1,426 Denominator Basic weighted-average shares outstanding 34,665 34,672 35,346 Common stock equivalents arising from stock options and restricted stock awards 669 333 249 Diluted weighted-average shares outstanding 35,334 35,005 35,595 Options and unvested restricted stock units are included in the computation of diluted earnings per share using the treasury stock method. For 2023, 2022 and 2021, outstanding options and unvested restricted stock units of zero , 1.1 million and 1.8 million, respectively, were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. Once a restricted stock award vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share. |
Foreign Currency Translation | Foreign Currency Translation —The functional currencies of the Company’s foreign subsidiaries are their local currencies and their books and records are maintained in the local currency. The assets and liabilities of these foreign subsidiaries are translated into United States Dollars (“USD”) based on the end-of period exchange rates and the resultant translation adjustments are reported in Accumulated Other Comprehensive Loss in Shareholders’ Equity on the Consolidated Balance Sheets. Income and expenses are translated into USD at average exchange rates in effect during the period. Transactions denominated in other than the local currency are remeasured into the local currency and the resulting exchange gains or losses are included in “Other (expense) income, net” line of the Consolidated Statements of Income. Transaction gains (losses) were $ 1.2 million, $ 6.3 million, and $( 3.1 ) million in 2023, 2022 and 2021 , respectively. |
New Financial Accounting Pronouncements | Accounting Standards Adopted in 2023 On January 1, 2023, the beginning of the Company's fiscal year, the Company adopted Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which addresses how an acquirer should recognize and measure revenue contracts acquired in a business combination. The adoption of ASU 2021-08 did not have a material impact on the Company's Consolidated Financial Statements. Accounting Standards to be Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which addresses income tax disclosure requirements, primarily around the disclosure of the rate reconciliation and income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which addresses segment disclosure requirements, primarily the disclosure of significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported within Consolidated Statements of Cash Flows | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Cash Flows. December 31, 2023 2022 Cash and cash equivalents $ 54,779 $ 45,522 Restricted cash 669 1,063 Total cash, cash equivalents and restricted cash $ 55,448 $ 46,585 |
Schedule of Numerators and Denominators Used to Calculate Basic and Diluted Earnings Per Share | Earnings per share —The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share for 2023, 2022 and 2021. For the Year Ended December 31 2023 2022 2021 (table only in thousands) Numerator (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 12,911 $ 17,417 $ 1,426 Denominator Basic weighted-average shares outstanding 34,665 34,672 35,346 Common stock equivalents arising from stock options and restricted stock awards 669 333 249 Diluted weighted-average shares outstanding 35,334 35,005 35,595 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consisted of the following: December 31, (table only in thousands) 2023 2022 Accounts receivable $ 119,193 $ 87,306 Allowance for credit losses ( 6,460 ) ( 4,220 ) Total accounts receivable $ 112,733 $ 83,086 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following: December 31, (table only in thousands) 2023 2022 Raw materials $ 25,819 $ 19,774 Work in process 9,710 7,183 Finished goods 2,368 2,436 Obsolescence allowance ( 3,808 ) ( 2,867 ) Total inventories $ 34,089 $ 26,526 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following: December 31, (table only in thousands) 2023 2022 Land, building and improvements $ 12,284 $ 11,986 Machinery and equipment 33,364 33,521 Property, plant and equipment, gross 45,648 45,507 Less accumulated depreciation ( 19,411 ) ( 24,679 ) Property, plant and equipment, net $ 26,237 $ 20,828 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill / Tradename | (table only in thousands) Engineered Systems Industrial Process Solutions egment Totals Balance of goodwill at December 31, 2021 $ 99,303 $ 61,880 $ 161,183 Acquisitions $ 15,968 $ 7,344 $ 23,312 Foreign currency translation ( 525 ) ( 773 ) ( 1,298 ) Balance of goodwill at December 31, 2022 114,746 68,451 183,197 Acquisitions 27,152 — 27,152 Foreign currency translation 331 646 977 Balance of goodwill at December 31, 2023 $ 142,229 $ 69,097 $ 211,326 The Company’s indefinite lived intangible assets as of December 31, 2023 and 2022 consisted of the following: Tradenames (table only in thousands) 2023 2022 Balance beginning of year $ 9,508 $ 9,629 Foreign currency adjustments 62 ( 121 ) Balance end of year $ 9,570 $ 9,508 |
Intangible Assets - Finite Life | December 31, 2023 2022 (table only in thousands) Cost Accum. Cost Accum. Technology $ 16,517 $ 14,061 $ 14,457 $ 13,729 Customer lists 103,471 63,420 85,719 57,540 Tradenames 14,094 5,001 11,604 3,768 Foreign currency adjustments ( 1,083 ) 56 ( 1,864 ) ( 372 ) Total finite life intangible assets $ 132,999 $ 82,538 $ 109,916 $ 74,665 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accrued expenses consisted of the following: December 31, (table only in thousands) 2023 2022 Compensation and related benefits $ 11,278 $ 9,577 Accrued warranty 5,105 3,691 Contract liability 7,875 4,516 Short-term operating lease liability 4,278 3,228 Other 15,765 12,779 Total accrued expenses $ 44,301 $ 33,791 |
Summary of Activity of Current Portion of Earnout Liability | The activity in the Company’s earnout liability consisted of the following : December 31, (table only in thousands) 2023 2022 Earnout accrued at beginning of year $ 1,200 $ 1,037 Fair value of earnout at acquisition date 2,800 1,429 Fair value adjustment 296 ( 229 ) Payments and other ( 2,096 ) ( 1,037 ) Earnout accrued at end of year $ 2,200 $ 1,200 Current portion, recorded within Accrued expenses 1,115 1,200 Non-current portion, recorded within Other liabilities 1,085 — |
Senior Debt (Tables)
Senior Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following: December 31, (table only in thousands) 2023 2022 Outstanding borrowings under Credit Facility (defined below) quarterly principal installments of $ 550 through September 2023, $ 2,232 through September 2025 and $ 2,977 thereafter with balance due upon maturity in December 2026. – Term loan $ 112,424 $ 41,309 – Revolving Credit Loan 17,300 61,300 Total outstanding borrowings under Credit Facility 129,724 102,609 Outstanding borrowings under the joint venture term debt 8,855 10,083 Unamortized debt discount ( 1,296 ) ( 1,488 ) Total outstanding borrowings 137,283 111,204 Less: current portion ( 10,488 ) ( 3,579 ) Total debt, less current portion $ 126,795 $ 107,625 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Stock Option | The fair value of stock options is recorded as compensation expense on a straight-line basis over the vesting periods (which approximates the requisite service period) of the options and forfeitures are accounted for when they occur. Information related to all stock options under the 2021 Plan, 2017 Plan and 2007 Plan, and the 2020 Inducement Awards for 2023, 2022 and 2021 is shown in the tables below: (Shares in thousands) Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 1,440 $ 11.30 4.0 years Forfeitures ( 92 ) 13.43 Exercised ( 101 ) 11.93 Outstanding and expected to vest at December 31, 2023 1,247 11.09 3.4 years $ 11,452 Exercisable at December 31, 2023 942 11.10 3.4 years $ 8,652 (Shares in thousands) Shares Weighted Weighted Aggregate Outstanding at December 31, 2021 1,514 $ 11.19 4.9 years Forfeitures ( 32 ) 10.55 Exercised ( 42 ) 8.15 Outstanding and expected to vest at December 31, 2022 1,440 11.30 4.0 years $ 1,766 Exercisable at December 31, 2022 833 11.47 3.6 years $ 923 (Shares in thousands) Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 1,554 $ 11.17 5.8 years Forfeitures ( 38 ) 10.63 Exercised ( 2 ) 6.66 Outstanding and expected to vest at December 31, 2021 1,514 11.19 4.9 years $ — Exercisable at December 31, 2021 603 11.39 4.0 years $ — |
Summary of Restricted Stock Awards | Information related to restricted stock awards under the 2021 Plan, 2017 Plan, 2007 Plan, and the 2020 Inducement Awards for 2023, 2022 and 2021 is shown in the table below. The fair value of restricted stock awards is based on the price of the stock in the open market on the date of the grant, and the fair value of performance-based restricted stock units is determined by using the Monte Carlo valuation model. The fair value of the restricted stock awards is recorded as compensation expense on a straight-line basis over the vesting periods of the awards and forfeitures are accounted for when they occur. (Shares in thousands) Shares Weighted Nonvested at December 31, 2020 1,047 $ 6.00 Granted 573 8.19 Vested ( 323 ) 6.31 Forfeited ( 264 ) 5.80 Nonvested at December 31, 2021 1,033 7.17 Granted 755 5.74 Vested ( 355 ) 6.80 Forfeited ( 255 ) 6.41 Nonvested at December 31, 2022 1,178 6.53 Granted 734 16.12 Vested ( 417 ) 6.56 Forfeited ( 174 ) 7.19 Nonvested at December 31, 2023 1,321 $ 11.77 |
Pension and Employee Benefit _2
Pension and Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligations | The following tables set forth the plan changes in benefit obligations, plan assets and funded status on the measurement dates: December 31, (table only in thousands) 2023 2022 2021 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 27,350 $ 35,035 $ 38,272 Interest cost 1,274 877 775 Actuarial loss (gain) 183 ( 6,540 ) ( 1,936 ) Benefits paid ( 2,047 ) ( 2,022 ) ( 2,076 ) Projected benefit obligation at end of year 26,760 27,350 35,035 Change in plan assets: Fair value of plan assets at beginning of year 21,821 29,474 28,545 Actual return on plan assets 2,872 ( 5,631 ) 3,005 Benefits paid ( 2,047 ) ( 2,022 ) ( 2,076 ) Fair value of plan assets at end of year 22,646 21,821 29,474 Funded status at end of year $ ( 4,114 ) $ ( 5,529 ) $ ( 5,561 ) Weighted-average assumptions used to determine benefit obligations for the year ended December 31: Discount rate 4.70 % 4.90 % 2.55 % The funded status as of December 31, 2023, 2022 and 2021, was $ 4.1 million, $ 5.5 m illion, and $ 5.6 million, respectively and is recognized in the accompanying Consolidated Balance Sheets within other long-term liabilities. |
Schedule of Net Periodic Benefit Cost For Pension Benefits Included in the Accompanying Consolidated Statements of Operations | The details of net periodic benefit cost for pension benefits included in the accompanying Consolidated Statements of Income are as follows: December 31, (table only in thousands) 2023 2022 2021 Interest cost $ 1,274 $ 877 $ 775 Expected return on plan assets ( 1,142 ) ( 1,560 ) ( 1,510 ) Amortization of net loss 297 263 411 Net periodic benefit (expense) income $ 429 $ ( 420 ) $ ( 324 ) |
Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income | Other changes in plan assets and benefit obligations recognized in other comprehensive income: December 31, (table only in thousands) 2023 2022 2021 Net (gain) loss $ ( 1,548 ) $ 651 $ ( 3,432 ) Amortization of net actuarial loss ( 297 ) ( 263 ) ( 411 ) Total recognized in other comprehensive income (loss) $ ( 1,845 ) $ 388 $ ( 3,843 ) Total recognized in net periodic benefit cost and other comprehensive income (loss) $ ( 1,416 ) $ ( 32 ) $ ( 4,167 ) |
Weighted-average Assumptions Used to Determine Net Periodic Benefit Cost | Weighted-average assumptions used to determine net periodic benefit costs December 31, 2023 2022 2021 Discount Rate 4.90 % 2.55 % 2.10 % Expected return on assets 5.50 % 5.50 % 5.50 % |
Details of Defined Benefit Pension Plan Asset Allocation by Asset Category | defined benefit pension plan asset allocation by asset category is as follows: Target Percentage of 2023 2023 2022 Asset Category: Cash and cash equivalents 0 % 1 % 2 % Equity securities 70 % 76 % 73 % Debt securities 30 % 23 % 25 % Total 100 % 100 % 100 % |
Disclosure of Fair Value Measurements of Pension Plan Assets | The levels assigned to the defined benefit plan assets as of December 31, 2023, are summarized in the tables below: (table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 311 $ — $ — $ 311 Equity securities 17,233 — — 17,233 Debt securities 5,102 — — 5,102 Total assets $ 22,646 $ — $ — $ 22,646 The levels assigned to the defined benefit plan assets as of December 31, 2022, are summarized in the tables below: (table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 354 $ — $ — $ 354 Equity securities 15,984 — — 15,984 Debt securities 5,483 — — 5,483 Total assets $ 21,821 $ — $ — $ 21,821 |
Summary of Pension Fund General Information | The Company’s participation in these plans for the year ended December 31, 2023, is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2023 is for the plan’s year-end at December 31, 2022. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Pension Fund EIN/Pension Pension FIF/RP Status Surcharge Expiration Sheet Metal Workers’ National Pension Fund 52-6112463 /001 Green FIF: Yes - Implemented Implemented No Various Sheet Metal Workers Local 224 Pension Plan 31-6171353 /001 Yellow FIF: Yes - Implemented No n/a Sheet Metal Workers Local No. 177 Pension Fund 62-6093256 /001 Green Is not subject No April 30, 2026 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: December 31, (table only in thousands) 2023 2022 2021 Operating lease cost (a) $ 4,643 $ 3,558 $ 3,232 Finance lease cost: Amortization of right-of-use assets 232 309 308 Interest on lease liability 289 289 315 Total finance lease cost 521 598 623 Total lease cost $ 5,164 $ 4,156 $ 3,855 (a) includes variable lease costs which are immaterial |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: December 31, (table only in thousands) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,567 $ 3,637 $ 3,171 Operating cash flows from finance leases $ 289 $ 289 $ 315 Financing cash flows from finance leases $ 907 $ 600 $ 603 Right of use assets obtained in exchange for lease obligations Operating leases $ 7,697 $ 3,487 $ 2,206 |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: December 31, (table only in thousands) 2023 2022 Operating leases Right-of-use assets from operating leases $ 16,256 $ 11,373 Accrued expenses $ 4,278 $ 3,228 Operating lease liabilities 11,417 8,453 Total operating lease liabilities $ 15,695 $ 11,681 Finance leases Property, plant and equipment, net $ 2,097 $ 2,329 Accrued expenses $ 693 $ 645 Other liabilities 4,844 5,537 Total finance lease liabilities $ 5,537 $ 6,182 Weighted-average remaining lease term were as follows: December 31, 2023 2022 Operating leases 8 years 10 years Finance leases 7 years 8 years Weighted-average discount rate Operating leases 5.8 % 4.7 % Finance leases 4.6 % 4.6 % |
Schedule of Lease Terms and Discount Rate | December 31, 2023 2022 Operating leases 8 years 10 years Finance leases 7 years 8 years Weighted-average discount rate Operating leases 5.8 % 4.7 % Finance leases 4.6 % 4.6 % |
Schedule of Maturities of Lease Liabilities | As of December 31, 2023, maturities of lease liabilities were as follows: (table only in thousands) Operating Leases Finance Leases 2024 $ 4,363 $ 925 2025 3,845 943 2026 2,527 962 2027 1,578 982 2028 1,145 1,001 Thereafter 3,480 1,596 Total minimum lease payments $ 16,938 $ 6,409 Less imputed interest ( 1,243 ) ( 872 ) Lease liability $ 15,695 $ 5,537 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | Income before income taxes was generated in the United States and globally as follows: (in thousands) 2023 2022 2021 Domestic $ 7,444 $ 11,971 $ 771 Foreign 14,081 11,718 3,903 $ 21,525 $ 23,689 $ 4,674 |
Schedule of Income Tax Provision | Income tax expense (benefit) consisted of the following for the years ended December 31: (in thousands) 2023 2022 2021 Current: Federal $ 3,939 $ 5,009 $ 354 State 1,100 836 278 Foreign 2,107 1,755 1,972 7,147 7,600 2,604 Deferred: Federal ( 495 ) ( 3,001 ) 426 State ( 208 ) ( 231 ) 45 Foreign 580 1,058 ( 384 ) ( 123 ) ( 2,174 ) 87 $ 7,024 $ 5,426 $ 2,691 The income tax expense (benefit) differs from the statutory rate due to the following: (in thousands) 2023 2022 2021 Tax expense at statutory rate $ 4,488 $ 4,975 $ 981 Increase (decrease) in tax resulting from: State income tax, net of federal benefit 541 340 334 Other permanent differences 290 383 ( 147 ) Impact of rate differences and adjustments ( 1,046 ) 565 876 United States tax credits and incentives ( 532 ) ( 626 ) 300 Foreign tax credits and incentives ( 812 ) ( 895 ) ( 265 ) Change in valuation allowance 1,782 ( 526 ) ( 489 ) Foreign withholding taxes on repatriation of foreign earnings ( 592 ) 139 244 Earnout expense (income) 85 ( 48 ) 233 Equity compensation 460 339 169 Excess compensation 360 11 — Provision-to-return adjustments 528 ( 189 ) 127 Investment in joint venture ( 155 ) 375 237 Net effect GILTI and FDII 1,400 565 — Other 227 18 91 $ 7,024 $ 5,426 $ 2,691 |
Schedule of Net Deferred Tax Assets and Liabilities | Deferred income taxes reflect the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and tax credit carry forwards. The net deferred tax liabilities consisted of the following at December 31: (in thousands) 2023 2022 Gross deferred tax assets: Accrued expenses $ 729 $ 692 Reserves on assets 2,769 2,228 Share-based compensation awards 372 452 Minimum pension 920 1,247 Net operating loss carry-forwards 3,785 3,142 Tax credit carry-forwards 2,302 2,349 Investment in joint venture 926 815 Leases 3,699 2,564 Research and development costs 3,857 3,224 Other — 69 Total gross deferred tax assets 19,359 16,782 Valuation allowances ( 6,545 ) ( 4,950 ) $ 12,814 $ 11,832 Gross deferred tax liabilities: Depreciation ( 1,809 ) ( 727 ) Goodwill and intangibles ( 14,299 ) ( 13,310 ) Prepaid expenses and inventory ( 95 ) ( 783 ) Withholding tax on unremitted foreign earnings ( 662 ) ( 1,254 ) Leases ( 3,571 ) ( 2,564 ) Revenue recognition ( 694 ) ( 1,031 ) Other ( 218 ) — ( 21,348 ) ( 19,669 ) Net deferred tax liabilities $ ( 8,534 ) $ ( 7,837 ) |
Schedule of Reconciliation of Uncertain Tax Position | A reconciliation of the beginning and ending amount of uncertain tax position reserves included in other liabilities on the Consolidated Balance Sheets is as follows: (in thousands) 2023 2022 Balance as of January 1, $ 144 $ 141 Additions for tax positions taken in prior years 7 3 Balance as of December 31, $ 151 $ 144 |
Acquisitions and Joint Ventur_2
Acquisitions and Joint Ventures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Kemco Systems Co Llc [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including accounts receivable of $ 2,328 ) $ 8,902 Property and equipment 341 Right-of-use assets from operating leases 1,602 Intangible - finite life 11,610 Goodwill 11,017 Other assets 16 Total assets acquired 33,488 Current liabilities assumed ( 6,853 ) Other liabilities assumed ( 404 ) Deferred tax liability ( 12 ) Net assets acquired $ 26,219 |
Transcend Solution [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 52 and accounts receivable of $ 1,493 ) $ 2,614 Property and equipment 1,153 Intangible - finite life 8,930 Goodwill 10,839 Other assets 231 Total assets acquired 23,767 Current liabilities assumed ( 1,203 ) Deferred tax liability ( 168 ) Net assets acquired $ 22,564 |
Malvar Engineering Limited [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including accounts receivable of $ 2,467 ) $ 3,240 Property and equipment 635 Intangible - finite life 1,778 Goodwill 5,296 Total assets acquired 10,949 Current liabilities assumed ( 4,860 ) Deferred income tax liability ( 961 ) Net assets acquired $ 5,128 |
General Rubber LLC [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 137 ) $ 4,963 Property and equipment 459 Goodwill 11,120 Intangible - finite life 8,380 Total assets acquired 24,922 Current liabilities assumed ( 714 ) Deferred income tax liability ( 388 ) Net assets acquired $ 23,820 The Company acquired customer lists and tradename intangible assets valued at $ 7.7 million and $ 0.7 million, respectively. These assets were determined to have useful lives of 10 years. |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information represents the Company’s results of operations as if these acquisitions had occurred at the beginning of the fiscal year prior to the acquisition : December 31, (table only in thousands, except per share data) 2023 2022 Net sales $ 564,608 $ 478,802 Net income attributable to CECO Environmental Corp. $ 14,562 20,179 Earnings per share: Basic $ 0.42 $ 0.58 Diluted $ 0.41 $ 0.58 |
Compass Water Solutions, Inc [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing . (in thousands) Current assets (including cash of $ 334 ) $ 4,796 Property and equipment 101 Goodwill 4,848 Intangible - finite life 4,900 Total assets acquired 14,645 Current liabilities assumed ( 623 ) Deferred income tax liability ( 1,627 ) Net assets acquired $ 12,395 |
Western Air Ducts Ltd [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 1,557 ) $ 2,711 Property and equipment 188 Goodwill 7,344 Intangible - finite life 3,158 Total assets acquired 13,401 Current liabilities assumed ( 1,127 ) Deferred income tax liability ( 824 ) Net assets acquired $ 11,450 |
DS21 Co., Ltd. [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 1,453 ) $ 5,099 Property and equipment 4,112 Intangible - finite life 422 Deferred income taxes 557 Other assets 169 Total assets acquired 10,359 Current liabilities assumed ( 1,008 ) Other liabilities ( 113 ) Net assets acquired $ 9,238 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Net Sales and Income from Operation by Business Segment | (table only in thousands) 2023 2022 2021 Net Sales (less intra-, inter-segment sales) Engineered Systems segment $ 380,108 $ 263,224 $ 186,926 Industrial Process Solutions segment 164,737 159,403 137,214 Total net sales $ 544,845 $ 422,627 $ 324,140 (table only in thousands) 2023 2022 2021 Income from Operations Engineered Systems segment $ 59,846 $ 36,200 $ 25,770 Industrial Process Solutions segment 21,630 22,705 15,054 Corporate and Other (1) ( 46,907 ) ( 36,744 ) ( 30,967 ) Income from operations $ 34,569 $ 22,161 $ 9,857 (1) Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general, administrative corporate expenses. |
Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets | (table only in thousands) 2023 2022 2021 Property and Equipment Additions Engineered Systems segment $ 2,070 $ 203 $ 100 Industrial Process Solutions segment 2,827 879 721 Corporate and Other 3,487 2,294 1,795 Property and equipment additions $ 8,384 $ 3,376 $ 2,616 (table only in thousands) 2023 2022 2021 Depreciation and Amortization Engineered Systems segment $ 5,820 $ 4,672 $ 4,249 Industrial Process Solutions segment 4,352 4,388 4,299 Corporate and Other 2,335 1,554 1,305 Depreciation and amortization $ 12,507 $ 10,614 $ 9,853 December 31, (table only in thousands) 2023 2022 Identifiable Assets Engineered Systems segment $ 432,098 $ 332,820 Industrial Process Solutions segment 147,740 150,458 Corporate and Other (2) 20,453 21,443 Identifiable assets $ 600,291 $ 504,721 (2) Corporate assets primarily consist of cash, property, plant and equipment, and income tax related assets. |
Goodwill | December 31, (table only in thousands) 2023 2022 Goodwill Engineered Systems segment $ 142,229 $ 114,746 Industrial Process Solutions segment 69,097 68,451 Goodwill $ 211,326 $ 183,197 |
Intra-Segment and Inter-Segment Revenues | The Company has divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales), as follows: Year Ended December 31, 2023 Less Inter-Segment Sales (table only in thousands) Total Sales Intra-Segment Industrial Process Solutions Engineered Systems Net Sales to Net Sales Engineered Systems segment $ 412,929 $ ( 31,402 ) $ ( 1,419 ) $ — $ 380,108 Industrial Process Solutions segment 183,011 ( 17,489 ) - ( 785 ) 164,737 Total net sales $ 595,940 $ ( 48,891 ) $ ( 1,419 ) $ ( 785 ) $ 544,845 Year Ended December 31, 2022 Less Inter-Segment Sales (table only in thousands) Total Sales Intra-Segment Industrial Process Solutions Engineered Systems Net Sales to Net Sales Engineered Systems segment $ 278,354 $ ( 14,088 ) $ ( 1,042 ) $ — $ 263,224 Industrial Process Solutions segment 165,220 ( 5,536 ) — ( 281 ) 159,403 Total net sales $ 443,574 $ ( 19,624 ) $ ( 1,042 ) $ ( 281 ) $ 422,627 Year Ended December 31, 2021 Less Inter-Segment Sales (table only in thousands) Total Sales Intra-Segment Industrial Process Solutions Engineered Systems Net Sales to Net Sales Engineered Systems segment $ 197,380 $ ( 9,483 ) $ ( 971 ) $ — $ 186,926 Industrial Process Solutions segment 152,886 ( 14,533 ) — ( 1,139 ) 137,214 Total net sales $ 350,266 $ ( 24,016 ) $ ( 971 ) $ ( 1,139 ) $ 324,140 |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2022 USD ($) | Dec. 31, 2023 USD ($) Obligation shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Cash equivalents and restricted cash, original maturities of highly liquid investments | 3 months | |||
Accounts receivables payment period from invoice date | 30 days | |||
Contract liabilities | 95% | 75% | 75% | |
Estimated earnings | $ 28,900 | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 51,400 | $ 66,574 | $ 71,016 | |
Accrued expenses | 4,400 | |||
Debt discount expensed | 427 | 371 | $ 404 | |
Selling, General and Administrative Expense | 122,944 | 93,473 | $ 81,797 | |
Provision for estimated losses on uncompleted contracts | $ 0 | $ 0 | ||
Anti-dilutive options and unvested restricted stock units outstanding | shares | 0 | 1,100,000 | 1,800,000 | |
Foreign currency transaction gain (loss) | $ 1,200 | $ 6,300 | $ (3,100) | |
ASU 2014-09 [Member] | Energy Solutions And Industrial Solutions Segments | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Revenue performance obligation, description of timing | The typical life of contracts is generally less than 12 months and each contract generally contains only one performance obligation, to provide goods or services to the customer. | |||
Number of performance obligation | Obligation | 1 | |||
Interest Expense | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Amortization of deferred finance cost | $ 400 | 400 | 400 | |
Selling, General and Administrative Expenses [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Advertising expense | 600 | 500 | 700 | |
Discount to Debt [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Capitalized deferred financing costs | 1,300 | $ 1,500 | ||
Amended and Restated Credit Agreement [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Customary closing fees | $ 400 | $ 800 | ||
Tradename [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 10 years | |||
Minimum [Member] | Technology [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 7 years | |||
Minimum [Member] | Customer Lists [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 5 years | |||
Maximum [Member] | ASU 2014-09 [Member] | Energy Solutions And Industrial Solutions Segments | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Contracts life | 12 months | |||
Maximum [Member] | Technology [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 10 years | |||
Maximum [Member] | Customer Lists [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 20 years | |||
Land, Building And Improvements [Member] | Minimum [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | |||
Land, Building And Improvements [Member] | Maximum [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 40 years | |||
Machinery and Equipment [Member] | Minimum [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 2 years | |||
Machinery and Equipment [Member] | Maximum [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 15 years |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported within Consolidated Statements of Cash Flows (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Changes and Error Corrections [Abstract] | ||||
Cash and cash equivalents | $ 54,779 | $ 45,522 | ||
Restricted cash | 669 | 1,063 | ||
Total cash, cash equivalents and restricted cash | $ 55,448 | $ 46,585 | $ 31,995 | $ 37,811 |
Nature of Business and Summar_6
Nature of Business and Summary of Significant Accounting Policies - Schedule of Numerators and Denominators Used to Calculate Basic and Diluted Earnings Per Share (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator (for basic and diluted earnings per share) | |||
Net Income (Loss) | $ 12,911 | $ 17,417 | $ 1,426 |
Denominator | |||
Basic weighted-average shares outstanding | 34,665,473 | 34,672,007 | 35,345,785 |
Common stock equivalents arising from stock options and restricted stock awards | 669,000 | 333,000 | 249,000 |
Diluted weighted-average shares outstanding | 35,334,090 | 35,005,159 | 35,594,779 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Of Financial Instruments [Line Items] | ||
Cash and cash equivalents | $ 54,779 | $ 45,522 |
Cash held outside United States, principally in Netherlands, United Kingdom, China, and Canada | 38,500 | 31,700 |
Credit Facility [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Fair value of debt issued | $ 138,600 | $ 112,700 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Contract receivables | $ 119,193 | $ 87,306 | |
Allowance for credit losses | (6,460) | (4,220) | |
Total accounts receivable | $ 112,733 | $ 83,086 | $ 75,000 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | |
Receivables [Abstract] | ||||
Amount billed but not received under retainage provisions in contracts | $ 3,200 | $ 1,600 | $ 1,800 | |
Accounts receivable, net of allowances of $6,460 and $4,220 | $ 112,733 | 83,086 | $ 75,000 | |
Retainage receivables on contracts minimum period | 1 year | |||
Retainage receivables on contracts maximum period | 2 years | |||
Provision for doubtful accounts | $ 1,593 | 1,340 | $ 688 | |
Charge-offs | $ (600) | $ 600 | $ 300 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials | $ 25,819 | $ 19,774 |
Work in process | 9,710 | 7,183 |
Finished goods | 2,368 | 2,436 |
Obsolescence allowance | (3,808) | (2,867) |
Total inventories | $ 34,089 | $ 26,526 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |||
Amounts credited to the allowance for obsolete inventory | $ 1,100 | $ 100 | $ 100 |
Items charged to the allowance for inventory write-offs | $ 300 | $ 0 | $ 900 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 45,648 | $ 45,507 |
Less accumulated depreciation | (19,411) | (24,679) |
Property, plant and equipment, net | 26,237 | 20,828 |
Land, Building And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 12,284 | 11,986 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 33,364 | $ 33,521 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 5.1 | $ 3.6 | $ 3.2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill, beginning balance | $ 183,197 | $ 161,183 |
Goodwill, acquisitions | 27,152 | 23,312 |
Goodwill, foreign currency translation | 977 | (1,298) |
Goodwill, ending balance | 211,326 | 183,197 |
Tradename, beginning balance | 9,508 | 9,629 |
Tradename, foreign currency adjustments | 62 | (121) |
Tradename, ending balance | 9,570 | 9,508 |
Engineered Systems segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 114,746 | 99,303 |
Goodwill, acquisitions | 27,152 | 15,968 |
Goodwill, foreign currency translation | 331 | (525) |
Goodwill, ending balance | 142,229 | 114,746 |
Industrial Process Solutions segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 68,451 | 61,880 |
Goodwill, acquisitions | 7,344 | |
Goodwill, foreign currency translation | 646 | (773) |
Goodwill, ending balance | $ 69,097 | $ 68,451 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Aggregate amount of goodwill acquired | $ 272,000,000 | $ 243,900,000 | ||
Aggregate amount of impairment | $ 60,700,000 | |||
Goodwill, impairment loss | 0 | 0 | $ 0 | |
Amortization expense of finite life intangible assets | 7,400,000 | $ 7,000,000 | $ 6,700,000 | |
Amortization expense of finite life intangibles for 2024 | 8,600,000 | |||
Amortization expense of finite life intangibles for 2025 | 7,600,000 | |||
Amortization expense of finite life intangibles for 2026 | 6,200,000 | |||
Amortization expense of finite life intangibles for 2027 | 6,000,000 | |||
Amortization expense of finite life intangibles for 2028 | $ 5,600,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets - Finite Lived (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 132,999 | $ 109,916 |
Accumulated Amortization | 82,538 | 74,665 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 16,517 | 14,457 |
Accumulated Amortization | 14,061 | 13,729 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 103,471 | 85,719 |
Accumulated Amortization | 63,420 | 57,540 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 14,094 | 11,604 |
Accumulated Amortization | 5,001 | 3,768 |
Foreign Currency Adjustments [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | (1,083) | (1,864) |
Accumulated Amortization | $ 56 | $ (372) |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and related benefits | $ 11,278 | $ 9,577 |
Accrued warranty | 5,105 | 3,691 |
Contract liability | 7,875 | 4,516 |
Short-term operating lease liability | 4,278 | 3,228 |
Other | 15,765 | 12,779 |
Total accrued expenses | $ 44,301 | $ 33,791 |
Accrued Expenses - Summary of_2
Accrued Expenses - Summary of Activity of Current Portion of Earnout Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Earnout accrued at beginning of year | $ 1,200 | $ 1,037 |
Fair value of earnout at acquisition date | 2,800 | 1,429 |
Fair value adjustment | 296 | (229) |
Payments and other | (2,096) | (1,037) |
Earnout accrued at end of year | 2,200 | 1,200 |
Current portion, recorded within Accrued expenses | 1,115 | 1,200 |
Non-current portion, recorded within Other liabilities | $ 1,085 | $ 0 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 31, 2026 | May 03, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Amortization and earnout expenses | $ 8,180 | $ 6,809 | $ 7,789 | ||
Subsequent Event [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated fair value of earnout liabilities | $ 4,000 | ||||
Compass Water Solutions Inc Member | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated fair value of earnout liabilities | $ 1,400 | ||||
Increase Decrease In Amortization And Earnout Expenses | $ 200 | ||||
Amortization and earnout expenses | 1,500 | ||||
Kemco Systems Co Llc [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated fair value of earnout liabilities | 2,200 | ||||
Current Portion of Earnout Liability | 1,100 | ||||
Non-current Portion of Earnout Liability | 1,100 | ||||
Malvar Engineering Limited [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated fair value of earnout liabilities | 600 | ||||
Amortization and earnout expenses | $ 600 |
Senior Debt - Summary of Debt (
Senior Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total outstanding borrowings | $ 137,283 | $ 111,204 |
Less: current portion | (10,488) | (3,579) |
Debt, less current portion | 126,795 | 107,625 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | 112,424 | 41,309 |
Revolving Credit Loan [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Loan | 17,300 | 61,300 |
Senior Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | 129,724 | 102,609 |
Line Of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings under the joint venture term debt | 8,855 | 10,083 |
Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount | $ (1,296) | $ (1,488) |
Senior Debt - Summary of Debt_2
Senior Debt - Summary of Debt (Parenthetical) (Detail) - Term Loan [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Frequency of periodic payment | quarterly |
Debt Instrument, Redemption, Through September 2023 [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | $ 2,232 |
Debt Instrument, Redemption, Through September 2025 [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | 550 |
Debt Instrument, Redemption, Thereafter [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | $ 2,977 |
Senior Debt - Additional Inform
Senior Debt - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 30, 2023 | Dec. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 07, 2022 | |
Line Of Credit Facility [Line Items] | ||||||
Credit facility principal payments 2024 | $ 10,500 | |||||
Credit facility principal payments 2025 | 11,300 | |||||
Credit facility principal payments 2026 | 113,000 | |||||
Credit facility principal payments 2027 | $ 3,800 | |||||
Weighted average interest rate on outstanding borrowings | 8.29% | 6.75% | ||||
Minimum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Maximum consolidated leverage ratio | 3.50% | |||||
Maximum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Maximum consolidated leverage ratio | 4% | |||||
Federal Funds Rate [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
SOFR Rate [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.11% | |||||
SOFR Rate [Member] | Minimum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Consolidated Leverage Ratio | 1.75% | |||||
SOFR Rate [Member] | Maximum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Consolidated Leverage Ratio | 3.25% | |||||
Base Rate [Member] | Minimum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Base Rate [Member] | Maximum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.25% | |||||
Credit Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Unused credit availability under credit facility | $ 109,400 | $ 59,800 | ||||
Credit Agreement [Member] | SOFR Rate [Member] | Minimum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.11% | |||||
Credit Agreement [Member] | SOFR Rate [Member] | Maximum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.43% | |||||
Amended and Restated Credit Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Customary closing fees | $ 400 | $ 800 | ||||
Second Amended and Restated Credit Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Aggregate Principal Amount to Repay Revolving Credit Loan | $ 75,000 | |||||
Aggregate principal amount, Term loan | $ 44,100 | |||||
Aggregate principal amount, Senior secured revolving credit | $ 140,000 | |||||
Debt Instrument, Maturity Date | Dec. 17, 2026 | |||||
Effox Flextor Madder [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Weighted average interest rate on outstanding borrowings | 8.70% | 6.60% | ||||
Effox Flextor Madder [Member] | Credit Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Aggregate principal amount, Senior secured revolving credit | $ 11,000 | |||||
Revolving Credit Loan [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Revolving Credit Loan | $ 17,300 | $ 61,300 | ||||
Letters of Credit [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Aggregate principal amount outstanding under the credit facilities | 13,300 | $ 18,900 | ||||
Letters of Credit [Member] | Effox Flextor Madder [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Aggregate principal amount outstanding under the credit facilities | 8,900 | |||||
Bank Guarantees [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Bank guarantee issuance under bilateral lines and collateral | 80,000 | |||||
Revolving Credit Loan | 45,800 | |||||
Netherlands Facility [Member] | Euro-Denominated Bank Guarantee [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Revolving Credit Loan | $ 1,300 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Jul. 06, 2020 | Oct. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 10, 2022 | Aug. 03, 2021 | May 25, 2021 | |
Class of Stock [Line Items] | ||||||||
Number of stock option granted | 0 | 0 | 0 | |||||
Share-based compensation expense | $ 4.3 | $ 3.9 | $ 3.3 | |||||
Tax benefit related to stock based compensation expense | $ 0.8 | 0.5 | 0.8 | |||||
Discount from market price | 15% | |||||||
Employees offering dates intervals | 6 months | |||||||
Number of shares authorized in employee stock purchase plan | 1,300,000 | |||||||
Employee stock purchase plan period | 10 years | |||||||
Employee stock purchase plan number of shares remain available for future issuance | 1,200,000 | |||||||
Employee stock purchase plan expense | $ 0.2 | 0.1 | 0.1 | |||||
Cash received from employee stock option exercised | 1.2 | 0.4 | 0 | |||||
Intrinsic value of option exercised | 0.3 | 0.2 | 0 | |||||
Fair value of Awards, Vested | $ 5.9 | 2.3 | $ 2.6 | |||||
Purchase of outstanding shares of common stock | $ 20 | $ 5 | ||||||
Common Stock Cost | $ 7 | $ 5 | ||||||
Repurchase of common stock (in shares) | 700,000 | 0 | ||||||
Common Stock Repurchased and Retired During Period, Shares | 1,032,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
2017 stock options or stock awards, vesting period | 4 years | |||||||
Number of stock awards granted | 1,200,000 | |||||||
Restricted stock units fair value | $ 2.4 | |||||||
2017 Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock option granted | 0 | |||||||
Shares available for future grant | 1,600,000 | |||||||
2017 Plan [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares reserved for issuance | 2,600,000 | |||||||
2017 Plan [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
2017 stock options or stock awards, vesting period | 3 years | |||||||
2017 Plan [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
2017 stock options or stock awards, vesting period | 4 years | |||||||
Employee Stock Option | 2017 Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
2017 stock options or stock awards, vesting period | 4 years | |||||||
Restricted Stock Units [Member] | Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
2017 stock options or stock awards, vesting period | 4 years | |||||||
Number of stock awards granted | 94,000 | |||||||
Restricted stock units fair value | $ 0.6 | |||||||
Restricted Stock and Performance Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Unrecognized compensation expense related to stock options and restricted stock | $ 10.4 | |||||||
Weighted average vesting period | 1 year 1 month 6 days |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||||
Beginning balance of outstanding shares | 1,440 | 1,514 | 1,554 | |
Forfeitures, Shares | (92) | (32) | (38) | |
Exercised, Shares | (101) | (42) | (2) | |
Ending balance of outstanding, shares | 1,247 | 1,440 | 1,514 | 1,554 |
Exercisable, Shares | 942 | 833 | 603 | |
Beginning Balance of Outstanding Weighted Average Exercise Price | $ 11.3 | $ 11.19 | $ 11.17 | |
Forfeitures, Weighted Average Exercise Price | 13.43 | 10.55 | 10.63 | |
Exercised, Weighted Average Exercise Price | 11.93 | 8.15 | 6.66 | |
Ending Balance of Outstanding Weighted Average Exercise Price | 11.09 | 11.3 | 11.19 | $ 11.17 |
Exercisable, Weighted Average Exercise Price | $ 11.1 | $ 11.47 | $ 11.39 | |
Outstanding, Weighted Average Remaining Contractual Term | 3 years 4 months 24 days | 4 years | 4 years 10 months 24 days | 5 years 9 months 18 days |
Exercisable, Weighted Average Remaining Contractual Term | 3 years 4 months 24 days | 3 years 7 months 6 days | 4 years | |
Outstanding, Aggregate Intrinsic Value | $ 11,452 | $ 1,766 | $ 0 | |
Exercisable, Aggregate Intrinsic Value | $ 8,652 | $ 923 | $ 0 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Restricted Stock Awards (Detail) - Restricted Stock [Member] - 2007 Plan [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | |||
Beginning balance , Nonvested shares | 1,178 | 1,033 | 1,047 |
Granted , Nonvested shares | 734 | 755 | 573 |
Vested , Nonvested shares | (417) | (355) | (323) |
Forfeited , Nonvested shares | (174) | (255) | (264) |
Ending balance , Nonvested shares | 1,321 | 1,178 | 1,033 |
Beginning balance ,Weighted average grant date fair value | $ 6.53 | $ 7.17 | $ 6 |
Fair value of stock awards granted | 16.12 | 5.74 | 8.19 |
Vested , Weighted average grant date fair value | 6.56 | 6.8 | 6.31 |
Forfeited , Weighted average grant date fair value | 7.19 | 6.41 | 5.8 |
Ending balance , Weighted average grant date fair value | $ 11.77 | $ 6.53 | $ 7.17 |
Pension and Employee Benefit _3
Pension and Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in projected benefit obligation: | |||
Interest cost | $ 1,274 | $ 877 | $ 775 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 21,821 | ||
Fair value of plan assets at end of year | 22,646 | 21,821 | |
Funded status at end of year | $ 4,100 | $ 5,500 | $ 5,600 |
Discount rate | 4.90% | 2.55% | 2.10% |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | Interest Expense |
Pension Benefits [Member] | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | $ 27,350 | $ 35,035 | $ 38,272 |
Interest cost | 1,274 | 877 | 775 |
Actuarial (gain) loss | 183 | (6,540) | (1,936) |
Benefits paid | (2,047) | (2,022) | (2,076) |
Projected benefit obligation at end of year | 26,760 | 27,350 | 35,035 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 21,821 | 29,474 | 28,545 |
Actual return on plan assets | 2,872 | (5,631) | 3,005 |
Benefits paid | (2,047) | (2,022) | (2,076) |
Fair value of plan assets at end of year | 22,646 | 21,821 | 29,474 |
Funded status at end of year | $ (4,114) | $ (5,529) | $ (5,561) |
Discount rate | 4.70% | 4.90% | 2.55% |
Pension and Employee Benefit _4
Pension and Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Funded status | $ 4,100,000 | $ 5,500,000 | $ 5,600,000 |
Current Assets Mix percentage | 100% | 100% | |
Assumed average annual returns | 5.50% | 5.50% | 5.50% |
Listing under plans Forms 5500 as providing more than 5% contribution | false | ||
Liability has been provided in the accompanying consolidated financial statements | $ 0 | ||
Amounts charged to pension expense | 500,000 | $ 400,000 | $ 600,000 |
Aggregate matching contributions and discretionary contributions Amount | $ 2,000,000 | 1,500,000 | $ 900,000 |
Employee Deferral Category One [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Profit sharing and 401(k) savings retirement plan for non-union employees Description | The plan covers substantially all employees who have 30 days of service, and who have attained 18 years of age. | ||
Percentage of Employee salary deferral provision | 100% | ||
Yellow Zone [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | Between 65 and less than 80 percent | ||
Red Zone [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | Less than 65 percent | ||
Green Zone [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | At least 80 percent | ||
Pension Plan [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Funded status | $ (4,114,000) | $ (5,529,000) | $ (5,561,000) |
Estimated pension plan cash obligations payable in 2023 | 2,100,000 | ||
Estimated pension plan cash obligations payable in 2027 through 2030 | $ 10,000,000 | ||
Minimum [Member] | Debt Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 30% | ||
Assumed average annual returns | 4% | ||
Minimum [Member] | Equity Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 60% | ||
Assumed average annual returns | 8% | ||
Maximum [Member] | Debt Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 40% | ||
Assumed average annual returns | 6% | ||
Maximum [Member] | Equity Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 70% | ||
Assumed average annual returns | 12% |
Pension and Employee Benefit _5
Pension and Employee Benefit Plans - Schedule of Net Periodic Benefit Cost For Pension Benefits Included in the Accompanying Consolidated Statements of Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Interest cost | $ 1,274 | $ 877 | $ 775 |
Expected return on plan assets | (1,142) | (1,560) | (1,510) |
Amortization of net loss | 297 | 263 | 411 |
Net periodic benefit (income) cost | $ 429 | $ (420) | $ (324) |
Pension and Employee Benefit _6
Pension and Employee Benefit Plans - Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Net (gain) loss | $ (1,548) | $ 651 | $ (3,432) |
Amortization of net actuarial loss | (297) | (263) | (411) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax, Total | (1,845) | 388 | (3,843) |
Total recognized in net periodic benefit cost and other comprehenive income (loss) | $ (1,416) | $ (32) | $ (4,167) |
Pension and Employee Benefit _7
Pension and Employee Benefit Plans - Weighted-average Assumptions Used to Determine Net Periodic Benefit Cost (Detail) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Discount rate | 4.90% | 2.55% | 2.10% |
Expected return on assets | 5.50% | 5.50% | 5.50% |
Pension and Employee Benefit _8
Pension and Employee Benefit Plans - Details of Defined Benefit Pension Plan Asset Allocation by Asset Category (Detail) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 100% | |
Percentage of Plan Assets | 100% | 100% |
Cash and cash equivalents [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 0% | |
Percentage of Plan Assets | 1% | 2% |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 70% | |
Percentage of Plan Assets | 76% | 73% |
Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 30% | |
Percentage of Plan Assets | 23% | 25% |
Pension and Employee Benefit _9
Pension and Employee Benefit Plans - Disclosure of Fair Value Measurements of Pension Plan Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | $ 22,646 | $ 21,821 |
Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 17,233 | 15,984 |
Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 5,102 | 5,483 |
Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 22,646 | 21,821 |
Level 1 [Member] | Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 17,233 | 15,984 |
Level 1 [Member] | Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 5,102 | 5,483 |
Cash and cash equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 311 | 354 |
Cash and cash equivalents [Member] | Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | $ 311 | $ 354 |
Pension and Employee Benefit_10
Pension and Employee Benefit Plans - Summary of Pension Fund General Information (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 13-2566064 |
Sheet Metal Workers' National Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 52-6112463 |
Pension Protection Act Zone Status | Green |
FIF/RP Status Pending/Implemented | Implemented |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | Various |
Sheet Metal Workers Local Two Two Four Pension Plan [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 31-6171353 |
Pension Protection Act Zone Status | Yellow |
FIF/RP Status Pending/Implemented | Implemented |
Surcharge Imposed | No |
Sheet Metal Workers Local One Seven Seven Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 62-6093256 |
Pension Protection Act Zone Status | Green |
FIF/RP Status Pending/Implemented | NA |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | April 30, 2026 |
Leases - Schedule of components
Leases - Schedule of components of lease expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 4,643 | $ 3,558 | $ 3,232 |
Finance lease cost: | |||
Amortization of right-of-use assets | 232 | 309 | 308 |
Interest on lease liability | 289 | 289 | 315 |
Total finance lease cost | 521 | 598 | 623 |
Total lease cost | $ 5,164 | $ 4,156 | $ 3,855 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 4,567 | $ 3,637 | $ 3,171 |
Operating cash flows from finance leases | 289 | 289 | 315 |
Financing cash flows from finance leases | 907 | 600 | 603 |
Operating leases | $ 7,697 | $ 3,487 | $ 2,206 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases | |||
Right-of-use assets from operating leases | $ 16,256 | $ 11,373 | $ 16,256 |
Operating lease liabilities, current | $ 4,278 | $ 3,228 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable | Accounts payable | |
Operating lease liabilities | $ 11,417 | $ 8,453 | |
Lease liability | 15,695 | 11,681 | |
Finance leases | |||
Finance leases right of use asset | $ 2,097 | $ 2,329 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net | |
Finance lease liabilities, current | $ 693 | $ 645 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable | Accounts payable | |
Finance lease liabilities, non-current | $ 4,844 | $ 5,537 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities | |
Total finance lease liabilities | $ 5,537 | $ 6,182 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rate (Detail) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term as of December 31, 2021 were as follows: | ||
Operating leases | 8 years | 10 years |
Finance leases | 7 years | 8 years |
Weighted-average discount rate | ||
Operating leases | 5.80% | 4.70% |
Finance leases | 4.60% | 4.60% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
2024 | $ 4,363 | |
2025 | 3,845 | |
2026 | 2,527 | |
2027 | 1,578 | |
2028 | 1,145 | |
Thereafter | 3,480 | |
Total minimum lease payments | 16,938 | |
Less imputed interest | (1,243) | |
Lease liability | 15,695 | $ 11,681 |
Finance leases | ||
2024 | 925 | |
2025 | 943 | |
2026 | 962 | |
2027 | 982 | |
2028 | 1,001 | |
Thereafter | 1,596 | |
Total minimum lease payments | 6,409 | |
Less imputed interest | (872) | |
Lease liability | $ 5,537 | $ 6,182 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 Case | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cumulative settlement payments for cases involving asbestos-related claims | $ 6,500,000 | |
Average cost per settled claim excluding legal fees | $ 37,000 | |
Number of claims pending | Case | 247 | |
Assessment regarding Loss contingency impact Description | not aware of pending claims or assessments, other than as described above, which may have a material adverse impact on its liquidity, financial position, results of operations, or cash flows. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||
Liability for deferred taxes on undistributed foreign earnings | $ 0.7 | ||
State and local net operating loss carry forwards year start | 2024 | ||
State and local net operating loss carry forwards year end | 2043 | ||
Valuation reserve | $ 6.5 | $ 5 | |
Additional income tax expense (benefit) | $ 1.5 | (0.5) | $ (0.5) |
Income tax positions recognized, minimum percentage | 50% | ||
Expense for interest and penalties | $ 0.1 | $ 0.1 | |
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | 41 | ||
Overseas Jurisdictions [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | $ 11.2 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
Domestic | $ 7,444 | $ 11,971 | $ 771 |
Foreign | 14,081 | 11,718 | 3,903 |
Income before income taxes | $ 21,525 | $ 23,689 | $ 4,674 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 3,939 | $ 5,009 | $ 354 |
State | 1,100 | 836 | 278 |
Foreign | 2,107 | 1,755 | 1,972 |
Current Income Tax Expense (Benefit), Total | 7,147 | 7,600 | 2,604 |
Deferred: | |||
Federal | (495) | (3,001) | 426 |
State | (208) | (231) | 45 |
Foreign | 580 | 1,058 | (384) |
Deferred income tax expense (benefit) | (123) | (2,174) | 87 |
Income tax provision from continuing operations | $ 7,024 | $ 5,426 | $ 2,691 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Provision and Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at statutory rate | $ 4,488 | $ 4,975 | $ 981 |
Increase (decrease) in tax resulting from: | |||
State income tax, net of federal benefit | 541 | 340 | 334 |
Other permanent differences | 290 | 383 | (147) |
Impact of rate differences and adjustments | (1,046) | 565 | 876 |
United States tax credits and incentives | (532) | (626) | 300 |
Foreign tax credits and incentives | (812) | (895) | (265) |
Change in valuation allowance | 1,782 | (526) | (489) |
Foreign withholding taxes on repatriation of foreign earnings | 592 | 139 | 244 |
Earnout expense (income) | 85 | (48) | 233 |
Equity compensation | 460 | 339 | 169 |
Excess compensation | 360 | 11 | 0 |
Provision-to-return adjustments | 528 | (189) | 127 |
Investment in joint venture | (155) | 375 | 237 |
Net effect GILTI and FDII | 1,400 | 565 | 0 |
Other | 227 | 18 | 91 |
Income tax provision from continuing operations | $ 7,024 | $ 5,426 | $ 2,691 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Gross deferred tax assets: | ||
Accrued expenses | $ 729 | $ 692 |
Reserves on assets | 2,769 | 2,228 |
Share-based compensation awards | 372 | 452 |
Minimum pension | 920 | 1,247 |
Net operating loss carry-forwards | 3,785 | 3,142 |
Tax credit carry-forwards | 2,302 | 2,349 |
Investment in joint venture | 926 | 815 |
Leases | 3,699 | 2,564 |
Research and development costs | 3,857 | 3,224 |
Other | 0 | 69 |
Total gross deferred tax assets | 19,359 | 16,782 |
Valuation allowances | (6,545) | (4,950) |
Total Deferred Tax Assets | 12,814 | 11,832 |
Gross deferred tax liabilities: | ||
Depreciation | (1,809) | (727) |
Goodwill and intangibles | (14,299) | (13,310) |
Prepaid expenses and inventory | (95) | (783) |
Withholding tax on unremitted foreign earnings | (662) | (1,254) |
Leases | (3,571) | (2,564) |
Revenue recognition | (694) | (1,031) |
Other | (218) | 0 |
Total Deferred Tax Liabilities | (21,348) | (19,669) |
Net deferred tax liabilities | $ (8,534) | $ (7,837) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance as of January 1 | $ 144 | $ 141 |
Additions for tax positions taken in prior years | 7 | 3 |
Balance as of December 31 | $ 151 | $ 144 |
Acquisitions and Joint Ventur_3
Acquisitions and Joint Ventures - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Mar. 07, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 23, 2023 | Mar. 31, 2023 | Jan. 10, 2023 | Sep. 19, 2022 | Jun. 22, 2022 | May 03, 2022 | |
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Assets Current | $ 281,437 | $ 240,658 | ||||||||
Liabilities | 362,800 | 286,573 | ||||||||
Accrued expenses | 44,301 | 33,791 | ||||||||
Accounts Payable and Other Accrued Liabilities | 1,085 | 0 | ||||||||
Deferred Compensation Cash-Based Arrangements, Liability, Current | $ 2,400 | $ 300 | ||||||||
Pre tax loss | $ 21,525 | 23,689 | $ 4,674 | |||||||
Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Kemco Systems Co Llc [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 24,000 | |||||||||
additional consideration | 4,000 | |||||||||
Net revenue | $ 2,000 | |||||||||
Net assets acquired | 26,219 | |||||||||
Revenues | 13,100 | |||||||||
Other liabilities | 1,100 | 404 | ||||||||
Accrued expenses | 1,100 | |||||||||
Earn out estimated fair value | $ 2,200 | |||||||||
Accounts Payable and Other Accrued Liabilities | 2,200 | |||||||||
Kemco Systems Co Llc [Member] | Technology [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 1,400 | |||||||||
Intangible assets, Useful Life | 7 years | |||||||||
Kemco Systems Co Llc [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 8,700 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Kemco Systems Co Llc [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 1,500 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Transcend Solution [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 20,000 | |||||||||
Net revenue | $ 1,700 | |||||||||
Net assets acquired | 22,564 | |||||||||
Revenues | 10,300 | |||||||||
Notes Payable | 2,000 | |||||||||
Deferred Compensation Cash-Based Arrangements, Liability, Current | 22,400 | |||||||||
Holdback Payble | $ 400 | |||||||||
Transcend Solution [Member] | Technology [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 600 | |||||||||
Intangible assets, Useful Life | 7 years | |||||||||
Transcend Solution [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 7,600 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Transcend Solution [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 700 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Malvar Engineering Limited [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 4,100 | |||||||||
Net revenue | $ 1,300 | |||||||||
Net assets acquired | 5,128 | |||||||||
Revenues | 13,800 | |||||||||
Earn out estimated fair value | 600 | |||||||||
Accounts Payable and Other Accrued Liabilities | 600 | |||||||||
Deferred Compensation Cash-Based Arrangements, Liability, Current | $ 400 | |||||||||
Malvar Engineering Limited [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 1,500 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Malvar Engineering Limited [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 300 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
General Rubber LLC [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Net assets acquired | $ 23,820 | |||||||||
Gain (Loss) on Sales of Loans, Net | $ 564,608 | 478,802 | ||||||||
General Rubber LLC [Member] | Other Non Investees [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Non controlling equity interest | 63% | |||||||||
General Rubber LLC [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | 7,700 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
General Rubber LLC [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | 700 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Compass Water Solutions, Inc [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 9,000 | |||||||||
Net assets acquired | 12,395 | |||||||||
Notes Payable | 2,000 | |||||||||
Earn out estimated fair value | $ 1,400 | |||||||||
Compass Water Solutions, Inc [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 4,400 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Compass Water Solutions, Inc [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 500 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Western Air Ducts Ltd [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 10,700 | |||||||||
Net assets acquired | 11,450 | |||||||||
Deferred Compensation Cash-Based Arrangements, Liability, Current | $ 800 | |||||||||
Western Air Ducts Ltd [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 2,800 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Western Air Ducts Ltd [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 400 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
DS21 Co., Ltd. [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 8,900 | |||||||||
Net assets acquired | 9,238 | |||||||||
Other liabilities | 113 | |||||||||
Deferred Compensation Cash-Based Arrangements, Liability, Current | $ 9,200 | |||||||||
DS21 Co., Ltd. [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 100 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
DS21 Co., Ltd. [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 300 | |||||||||
Intangible assets, Useful Life | 10 years | |||||||||
Joint Venture Agreement | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 19,700 | |||||||||
Fair value | $ 4,100 | |||||||||
Percentage of equity hold in joint venture | 10% | |||||||||
Assets Current | $ 14,500 | |||||||||
Long-Lived Assets | 26,700 | |||||||||
Liabilities | 12,500 | |||||||||
Revenues | $ 37,700 | $ 35,800 |
Acquisitions and Joint Ventur_4
Acquisitions and Joint Ventures - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Aug. 23, 2023 | Mar. 31, 2023 | Jan. 10, 2023 | Dec. 31, 2022 | Sep. 19, 2022 | Jun. 22, 2022 | May 03, 2022 | Mar. 07, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||||||
Right-of-use assets from operating leases | $ 16,256 | $ 11,373 | $ 16,256 | |||||||
Goodwill | 211,326 | 183,197 | $ 161,183 | |||||||
Long-Term Debt | 137,283 | $ 111,204 | ||||||||
Kemco Systems Co Llc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Current assets | $ 8,902 | |||||||||
Property and equipment | 341 | |||||||||
Right-of-use assets from operating leases | 1,602 | |||||||||
Other assets | 16 | |||||||||
Goodwill | 11,017 | |||||||||
Intangible - finite life | 11,610 | |||||||||
Total assets acquired | 33,488 | |||||||||
Current liabilities assumed | (6,853) | |||||||||
Other Liabilities | $ (1,100) | (404) | ||||||||
Deferred income tax liability | (12) | |||||||||
Net assets acquired | $ 26,219 | |||||||||
Transcend Solution [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Current assets | $ 2,614 | |||||||||
Property and equipment | 1,153 | |||||||||
Other assets | 231 | |||||||||
Goodwill | 10,839 | |||||||||
Intangible - finite life | 8,930 | |||||||||
Total assets acquired | 23,767 | |||||||||
Current liabilities assumed | (1,203) | |||||||||
Deferred income tax liability | (168) | |||||||||
Net assets acquired | $ 22,564 | |||||||||
Malvar Engineering Limited [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Current assets | $ 3,240 | |||||||||
Property and equipment | 635 | |||||||||
Goodwill | 5,296 | |||||||||
Intangible - finite life | 1,778 | |||||||||
Total assets acquired | 10,949 | |||||||||
Current liabilities assumed | (4,860) | |||||||||
Deferred income tax liability | (961) | |||||||||
Net assets acquired | $ 5,128 | |||||||||
General Rubber LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Current assets | $ 4,963 | |||||||||
Property and equipment | 459 | |||||||||
Goodwill | 11,120 | |||||||||
Intangible - finite life | 8,380 | |||||||||
Total assets acquired | 24,922 | |||||||||
Current liabilities assumed | (714) | |||||||||
Deferred income tax liability | (388) | |||||||||
Net assets acquired | $ 23,820 | |||||||||
Compass Water Solutions, Inc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Current assets | $ 4,796 | |||||||||
Property and equipment | 101 | |||||||||
Goodwill | 4,848 | |||||||||
Intangible - finite life | 4,900 | |||||||||
Total assets acquired | 14,645 | |||||||||
Current liabilities assumed | (623) | |||||||||
Deferred income tax liability | (1,627) | |||||||||
Net assets acquired | $ 12,395 | |||||||||
Western Air Ducts Ltd [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Current assets | $ 2,711 | |||||||||
Property and equipment | 188 | |||||||||
Goodwill | 7,344 | |||||||||
Intangible - finite life | 3,158 | |||||||||
Total assets acquired | 13,401 | |||||||||
Current liabilities assumed | (1,127) | |||||||||
Deferred income tax liability | (824) | |||||||||
Net assets acquired | $ 11,450 | |||||||||
DS21 Co., Ltd. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Current assets | $ 5,099 | |||||||||
Property and equipment | 4,112 | |||||||||
Other assets | 169 | |||||||||
Intangible - finite life | 422 | |||||||||
Deferred income tax asset | 557 | |||||||||
Total assets acquired | 10,359 | |||||||||
Current liabilities assumed | (1,008) | |||||||||
Other Liabilities | (113) | |||||||||
Net assets acquired | $ 9,238 |
Acquisitions and Joint Ventur_5
Acquisitions and Joint Ventures - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Aug. 23, 2023 | Mar. 31, 2023 | Jan. 10, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 19, 2022 | Jun. 22, 2022 | Mar. 07, 2022 | |
Business Acquisition [Line Items] | |||||||||
Account receivable | $ 26,851 | $ 6,751 | $ 13,165 | ||||||
Kemco Systems Co Llc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Account receivable | $ 2,328 | ||||||||
Transcend Solution [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash, Current assets | $ 52 | ||||||||
Account receivable | $ 1,493 | ||||||||
Malvar Engineering Limited [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Account receivable | $ 2,467 | ||||||||
General Rubber LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash, Current assets | $ 137 | ||||||||
Compass Water Solutions, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash, Current assets | $ 334 | ||||||||
Western Air Ducts Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash, Current assets | $ 1,557 | ||||||||
DS21 Co., Ltd. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash, Current assets | $ 1,453 |
Acquisitions and Joint Ventur_6
Acquisitions and Joint Ventures - Schedule of Unaudited Pro Forma Financial Information (Details) - General Rubber LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Net sales | $ 564,608 | $ 478,802 |
Net income attributable to CECO Environmental Corp | $ 14,562 | $ 20,179 |
Earnings Per Share [Abstract] | ||
Basic | $ 0.42 | $ 0.58 |
Diluted | $ 0.41 | $ 0.58 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Sales outside country, percentage | 33% | 35% | 38% |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 19% | 20% | 10.30% |
Long lived assets located outside country | $ 38.3 | $ 30.5 | |
Asia [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 9% | 11% | 16% |
Outside United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets located outside country | $ 48.2 | $ 39.9 | |
Net Sales [Member] | Customer Concentration Risk [Member] | No Single Customer [Member] | |||
Segment Reporting Information [Line Items] | |||
Major customer | 10% | 10% | 10% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Single Customer [Member] | |||
Segment Reporting Information [Line Items] | |||
Major customer | 10% | 10% | 10% |
Business Segment Information _2
Business Segment Information - Net Sales and Income from Operation by Business Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 544,845 | $ 422,627 | $ 324,140 | |
(Loss) income from operations | 34,569 | 22,161 | 9,857 | |
Engineered Systems [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 380,108 | 263,224 | 186,926 | |
(Loss) income from operations | 59,846 | 36,200 | 25,770 | |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
(Loss) income from operations | [1] | 46,907 | (36,744) | (30,967) |
Industrial Process Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 164,737 | 159,403 | 137,214 | |
(Loss) income from operations | $ 21,630 | $ 22,705 | $ 15,054 | |
[1] Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general, administrative corporate expenses. |
Business Segment Information _3
Business Segment Information - Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Property and equipment additions | $ 8,384 | $ 3,376 | $ 2,616 | |
Depreciation and amortization | 12,507 | 10,614 | 9,853 | |
Identifiable assets | 600,291 | 504,721 | ||
Engineered Systems Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Property and equipment additions | 2,070 | 203 | 100 | |
Depreciation and amortization | 5,820 | 4,672 | 4,249 | |
Identifiable assets | 432,098 | 332,820 | ||
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Property and equipment additions | 3,487 | 2,294 | 1,795 | |
Depreciation and amortization | 2,335 | 1,554 | 1,305 | |
Identifiable assets | [1] | 20,453 | 21,443 | |
Industrial Process Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Property and equipment additions | 2,827 | 879 | 721 | |
Depreciation and amortization | 4,352 | 4,388 | $ 4,299 | |
Identifiable assets | $ 147,740 | $ 150,458 | ||
[1] Corporate assets primarily consist of cash, property, plant and equipment, and income tax related assets. |
Business Segment Information _4
Business Segment Information - Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 211,326 | $ 183,197 | $ 161,183 |
Engineered Systems Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 142,229 | 114,746 | |
Industrial Process Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 69,097 | $ 68,451 |
Business Segment Information _5
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 544,845 | $ 422,627 | $ 324,140 |
Engineered Systems Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 380,108 | 263,224 | 186,926 |
Industrial Process Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 164,737 | 159,403 | 137,214 |
Intra - Segment Sales [Member] | Industrial Process Solutions Segment [Member] | Energy Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (785) | ||
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 443,574 | 350,266 | |
Operating Segments [Member] | Engineered Systems Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 412,929 | 278,354 | 197,380 |
Operating Segments [Member] | Industrial Process Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 183,011 | 165,220 | 152,886 |
Operating Segments [Member] | Intra - Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (48,891) | (19,624) | (24,016) |
Operating Segments [Member] | Intra - Segment Sales [Member] | Engineered Systems Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (31,402) | (14,088) | (9,483) |
Operating Segments [Member] | Intra - Segment Sales [Member] | Industrial Process Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (17,489) | (5,536) | (14,533) |
Operating Segments [Member] | Reportable Subsegments [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 595,940 | ||
Inter-segment Elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,419) | ||
Inter-segment Elimination [Member] | Industrial Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,042) | (971) | |
Inter-segment Elimination [Member] | Energy Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (785) | (281) | (1,139) |
Inter-segment Elimination [Member] | Engineered Systems Segment [Member] | Industrial Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,042) | (971) | |
Inter-segment Elimination [Member] | Industrial Process Solutions Segment [Member] | Energy Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ (281) | $ (1,139) | |
Inter-segment Elimination [Member] | Intra - Segment Sales [Member] | Engineered Systems Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ (1,419) |