Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CECE | |
Entity Registrant Name | CECO ENVIRONMENTAL CORP. | |
Entity Central Index Key | 0000003197 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity File Number | 0-07099 | |
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 | |
Entity Common Stock, Shares Outstanding | 35,809,090 | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 31,925 | $ 35,992 |
Restricted cash | 2,541 | 1,819 |
Accounts receivable, net | 70,024 | 63,046 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 50,536 | 45,498 |
Inventories, net | 18,609 | 17,343 |
Prepaid expenses and other current assets | 12,229 | 11,530 |
Prepaid income taxes | 3,844 | 7,790 |
Assets held for sale | 0 | 467 |
Total current assets | 189,708 | 183,485 |
Property, plant and equipment, net | 15,893 | 16,228 |
Right-of-use assets from operating leases | 10,998 | 11,376 |
Goodwill | 161,593 | 161,820 |
Intangible assets – finite life, net | 27,658 | 29,637 |
Intangible assets – indefinite life | 9,701 | 12,937 |
Deferred charges and other assets | 3,125 | 3,831 |
Total assets | 418,676 | 419,314 |
Current liabilities: | ||
Current portion of debt | 3,750 | 3,125 |
Accounts payable and accrued expenses | 89,633 | 84,997 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 24,559 | 20,691 |
Income taxes payable | 467 | 543 |
Total current liabilities | 118,409 | 109,356 |
Other liabilities | 19,486 | 20,576 |
Debt, less current portion | 62,182 | 69,491 |
Deferred income tax liability, net | 7,188 | 6,970 |
Operating lease liabilities | 8,884 | 9,310 |
Total liabilities | 216,149 | 215,703 |
Commitments and contingencies | ||
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, 35,809,061 and 35,504,757 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 358 | 355 |
Capital in excess of par value | 257,482 | 255,296 |
Accumulated loss | (37,916) | (38,141) |
Accumulated other comprehensive loss | (14,401) | (14,496) |
Stockholders' equity before treasury stock | 205,523 | 203,014 |
Less treasury stock, at cost, 659,417 and 137,920 shares at September 30, 2021 and December 31, 2020, respectively | (4,101) | (356) |
Total CECO shareholders' equity | 201,422 | 202,658 |
Non-controlling interest | 1,105 | 953 |
Total shareholders' equity | 202,527 | 203,611 |
Total liabilities and shareholders' equity | $ 418,676 | $ 419,314 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
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 | 35,809,061 | 35,504,757 |
Common Stock, shares outstanding | 35,809,061 | 35,504,757 |
Treasury stock, shares | 659,417 | 137,920 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 79,979 | $ 77,425 | $ 230,551 | $ 233,081 |
Cost of sales | 57,254 | 52,615 | 158,164 | 154,176 |
Gross profit | 22,725 | 24,810 | 72,387 | 78,905 |
Selling and administrative expenses | 20,929 | 18,989 | 60,894 | 59,374 |
Amortization and earnout expenses | 1,776 | 2,050 | 5,849 | 5,546 |
Restructuring expenses | (397) | 871 | 655 | 1,753 |
Acquisition and integration expenses | 219 | 368 | 357 | 1,067 |
Executive Transition Expenses | 1,514 | 29 | 1,514 | |
(Loss) income from operations | (596) | 1,018 | 4,603 | 9,651 |
Other income (expense), net | 185 | (290) | (1,155) | 1,057 |
Interest expense | (722) | (772) | (2,152) | (2,739) |
(Loss) income before income taxes | (1,133) | (44) | 1,296 | 7,969 |
Income tax expense | 63 | 206 | 813 | 1,549 |
Net (loss) income | (1,196) | (250) | 483 | 6,420 |
Non-controlling interest | 53 | (11) | 259 | (11) |
Net (loss) income attributable to CECO Environmental Corp. | $ (1,249) | $ (239) | $ 224 | $ 6,431 |
(Loss) earnings per share: | ||||
Basic | $ (0.04) | $ (0.01) | $ 0.01 | $ 0.18 |
Diluted | $ (0.04) | $ (0.01) | $ 0.01 | $ 0.18 |
Weighted average number of common shares outstanding: | ||||
Basic | 35,472,298 | 35,358,913 | 35,463,279 | 35,263,688 |
Diluted | 35,472,298 | 35,358,913 | 35,729,887 | 35,471,551 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ (1,196) | $ (250) | $ 483 | $ 6,420 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation (loss) gain | (250) | 1,365 | 95 | 271 |
Comprehensive income | $ (1,446) | $ 1,115 | $ 578 | $ 6,691 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Capital in Excess of Par Value [Member] | Accumulated Loss [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2019 | $ 193,017 | $ 353 | $ 253,869 | $ (46,344) | $ (14,505) | $ (356) | |
Beginning Balance, Shares at Dec. 31, 2019 | 35,275 | (138) | |||||
Net income (loss) | 3,412 | 3,412 | |||||
Restricted stock units issued | (152) | $ (1) | 153 | ||||
Restricted stock units issued, Shares | 63 | ||||||
Share based compensation earned | 597 | 597 | |||||
Translation gain (loss) | (2,268) | (2,268) | |||||
Ending Balance at Mar. 31, 2020 | 194,606 | $ 354 | 254,313 | (42,932) | (16,773) | $ (356) | |
Ending Balance, Shares at Mar. 31, 2020 | 35,338 | (138) | |||||
Beginning Balance at Dec. 31, 2019 | 193,017 | $ 353 | 253,869 | (46,344) | (14,505) | $ (356) | |
Beginning Balance, Shares at Dec. 31, 2019 | 35,275 | (138) | |||||
Net income (loss) | $ 6,420 | ||||||
Exercise of stock options, Shares | 0 | ||||||
Translation gain (loss) | $ 271 | ||||||
Ending Balance at Sep. 30, 2020 | 201,596 | $ 355 | 254,771 | (39,921) | (14,234) | $ (356) | 981 |
Ending Balance, Shares at Sep. 30, 2020 | 35,505 | (138) | |||||
Beginning Balance at Mar. 31, 2020 | 194,606 | $ 354 | 254,313 | (42,932) | (16,773) | $ (356) | |
Beginning Balance, Shares at Mar. 31, 2020 | 35,338 | (138) | |||||
Net income (loss) | 3,258 | 3,258 | |||||
Restricted stock units issued | (151) | $ (1) | 144 | 8 | |||
Restricted stock units issued, Shares | 155 | ||||||
Share based compensation earned | 154 | 154 | |||||
Translation gain (loss) | 1,174 | 1,174 | |||||
Ending Balance at Jun. 30, 2020 | 199,041 | $ 355 | 254,323 | (39,682) | (15,599) | $ (356) | 0 |
Ending Balance, Shares at Jun. 30, 2020 | 35,493 | (138) | |||||
Net income (loss) | (250) | (239) | (11) | ||||
Restricted stock units issued | (38) | 38 | |||||
Restricted stock units issued, Shares | 12 | ||||||
Share based compensation earned | 486 | 486 | |||||
Translation gain (loss) | 1,365 | 1,365 | |||||
Noncontrolling interest acquired | 992 | 992 | |||||
Ending Balance at Sep. 30, 2020 | 201,596 | $ 355 | 254,771 | (39,921) | (14,234) | $ (356) | 981 |
Ending Balance, Shares at Sep. 30, 2020 | 35,505 | (138) | |||||
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 | (138) | |||||
Net income (loss) | 1,298 | 1,181 | 117 | ||||
Exercise of stock options | 13 | 13 | |||||
Exercise of stock options, Shares | 2 | ||||||
Restricted stock units issued | (133) | $ 1 | (134) | ||||
Restricted stock units issued, Shares | 40 | ||||||
Share based compensation earned | 807 | 807 | |||||
Share based compensation earned, Shares | 21 | ||||||
Translation gain (loss) | 55 | 55 | |||||
Ending Balance at Mar. 31, 2021 | 205,651 | $ 356 | 255,982 | (36,960) | (14,441) | $ (356) | 1,070 |
Ending Balance, Shares at Mar. 31, 2021 | 35,568 | (138) | |||||
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 | (138) | |||||
Net income (loss) | $ 483 | ||||||
Exercise of stock options, Shares | 2,000 | ||||||
Translation gain (loss) | $ 95 | ||||||
Common stock repurchase | $ (3,700) | ||||||
Common stock repurchase, Shares | 520,000 | ||||||
Ending Balance at Sep. 30, 2021 | $ 202,527 | $ 358 | 257,482 | (37,916) | (14,401) | $ (4,101) | 1,105 |
Ending Balance, Shares at Sep. 30, 2021 | 35,809 | (659) | |||||
Beginning Balance at Mar. 31, 2021 | 205,651 | $ 356 | 255,982 | (36,960) | (14,441) | $ (356) | 1,070 |
Beginning Balance, Shares at Mar. 31, 2021 | 35,568 | (138) | |||||
Net income (loss) | 382 | 293 | 89 | ||||
Restricted stock units issued | (270) | $ 1 | (271) | ||||
Restricted stock units issued, Shares | 181 | ||||||
Share based compensation earned | 887 | 887 | |||||
Translation gain (loss) | 290 | 290 | |||||
Noncontrolling interest distribution | (107) | (107) | |||||
Ending Balance at Jun. 30, 2021 | 206,833 | $ 357 | 256,598 | (36,667) | (14,151) | $ (356) | 1,052 |
Ending Balance, Shares at Jun. 30, 2021 | 35,749 | (138) | |||||
Net income (loss) | (1,196) | (1,249) | 53 | ||||
Restricted stock units issued | (110) | $ 1 | (111) | ||||
Restricted stock units issued, Shares | 41 | ||||||
Share based compensation earned | 995 | 995 | |||||
Share based compensation earned, Shares | 19 | ||||||
Translation gain (loss) | (250) | (250) | |||||
Noncontrolling interest distribution | (3,745) | ||||||
Common stock repurchase | $ 3,745 | ||||||
Common stock repurchase, Shares | (521) | ||||||
Ending Balance at Sep. 30, 2021 | $ 202,527 | $ 358 | $ 257,482 | $ (37,916) | $ (14,401) | $ (4,101) | $ 1,105 |
Ending Balance, Shares at Sep. 30, 2021 | 35,809 | (659) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net income | $ (1,196) | $ 1,298 | $ (250) | $ 3,412 | $ 483 | $ 6,420 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 2,467 | 2,576 | 7,373 | 7,224 | |||
Unrealized foreign currency loss | 1,531 | 302 | |||||
Fair value adjustment to earnout liabilities | 500 | 0 | |||||
Earnout payments | (587) | 0 | |||||
(Gain) loss on sale of property and equipment | (67) | 104 | |||||
Debt discount amortization | 304 | 311 | |||||
Share-based compensation expense | 2,466 | 1,237 | |||||
Bad debt expense | 400 | 100 | 456 | 625 | |||
Inventory reserve expense | 428 | 453 | |||||
Deferred income tax benefit | 0 | 13 | |||||
Changes in operating assets and liabilities, net of divestitures: | |||||||
Accounts receivable | (7,502) | 12,705 | |||||
Costs and estimated earnings in excess of billings on uncompleted contracts | (5,091) | (5,714) | |||||
Inventories | (2,172) | 2,568 | |||||
Prepaid expense and other current assets | 3,448 | (1,713) | |||||
Deferred charges and other assets | 43 | (2,858) | |||||
Accounts payable and accrued expenses | 5,655 | 443 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,903 | (13,504) | |||||
Income taxes payable | (23) | 21 | |||||
Other liabilities | (916) | 478 | |||||
Net cash provided by operating activities | 10,232 | 9,115 | |||||
Cash flows from investing activities: | |||||||
Acquisitions of property and equipment | (1,740) | (2,875) | |||||
Net proceeds from sale of assets | 533 | 605 | |||||
Net cash paid for acquisition | 0 | (5,895) | |||||
Net cash used in investing activities | (1,207) | (8,165) | |||||
Cash flows from financing activities: | |||||||
Borrowings on revolving credit lines | 32,100 | 87,000 | |||||
Repayments on revolving credit lines | (36,900) | (74,500) | |||||
Repayments of long-term debt | (2,188) | (4,384) | |||||
Payments on finance leases and financing liability | (411) | (333) | |||||
Additional earnout payments | (823) | 0 | |||||
Proceeds from employee stock purchase plan and exercise of stock options | 239 | 0 | |||||
Distributions to non-controlling interests | (107) | 0 | |||||
Common stock repurchase | (3,745) | 0 | |||||
Net cash (used in) provided by financing activities | (11,835) | 7,783 | |||||
Effect Of Exchange Rate On Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents, Total | (535) | 657 | |||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (3,345) | 9,390 | |||||
Cash, cash equivalents and restricted cash at beginning of period | $ 37,811 | $ 36,958 | 37,811 | 36,958 | $ 36,958 | ||
Cash, cash equivalents and restricted cash at end of period | $ 34,466 | $ 46,348 | 34,466 | 46,348 | $ 37,811 | ||
Cash paid (received) during the period for: | |||||||
Interest | 1,609 | 2,450 | |||||
Income taxes | $ (2,678) | $ (112) |
Basis of Reporting for Consolid
Basis of Reporting for Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Reporting for Consolidated Financial Statements | 1. Basis of Reporting for Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements of CECO Environmental Corp. and its subsidiaries (the “Company,” “CECO,” “we,” “us,” or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2021 and the results of operations, cash flows and shareholders’ equity for the three-month and nine-month periods ended September 30, 2021 and 2020. The results of operations for the three-month and nine-month periods ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 3, 2021 (the “Form 10-K”). The preparation of financial statements in conformity with 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. These financial statements and accompanying notes should be read in conjunction with the audited financial statements and the notes thereto included in the Form 10-K. Unless otherwise indicated, all balances within tables are in thousands, except per share amounts. COVID-19 A novel strain of coronavirus (“COVID-19”) surfaced in late 2019 and has spread around the world, including to the United States. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. As of October 31, 2021, the virus, including new emerging variants, continues to spread and has had a significant impact on worldwide economic activity, on macroeconomic conditions and the end markets of our business. The outbreak and a continued spread of COVID-19 has resulted in a substantial curtailment of business activities worldwide and has caused weakened economic conditions, both in the United States and abroad. Although vaccines are available in various countries where we operate, it is possible the COVID-19 pandemic may continue to have a negative impact on the Company's ongoing operations and the end markets in which it serves. However, the full impact of the COVID-19 pandemic continues to evolve as of the date of this filing, and as such, it is uncertain as to the full magnitude or lasting impact that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the pandemic on its financial condition, liquidity, operations, suppliers, industry, and workforce. |
New Financial Accounting Pronou
New Financial Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
New Financial Accounting Pronouncements | 2. New Financial Accounting Pronouncements Accounting Standards adopted in Fiscal 2021 On January 1, 2021, the beginning of the Company's fiscal year, the Company adopted Accounting Standards Update ("ASU") No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material impact on our financial statements. Accounting Standards to be Adopted None. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable (table only in thousands) September 30, 2021 December 31, 2020 Contract receivables $ 61,675 $ 57,435 Trade receivables 11,752 8,721 Allowance for doubtful accounts ( 3,403 ) ( 3,110 ) Total accounts receivable $ 70,024 $ 63,046 Balances billed but not paid by customers under retainage provisions in contracts within the Condensed Consolidated Balance Sheets amounted to approximately $ 1.7 million and $ 1.5 million at September 30, 2021 and December 31, 2020, respectively. Retainage receivables on contracts in progress are generally collected within a year after contract completion. Bad debt expense was approximately $ 0.4 million and $ 0.1 million for the three-month periods ended September 30, 2021 and 2020, respectively, and $ 0.5 million and $ 0.6 million for the nine-month periods ended September 30, 2021 and 2020, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories (table only in thousands) September 30, 2021 December 31, 2020 Raw materials $ 14,603 $ 14,262 Work in process 5,916 5,594 Finished goods 945 496 Obsolescence allowance ( 2,855 ) ( 3,009 ) Total inventories $ 18,609 $ 17,343 Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $ 0.2 million for the three-month periods ended September 30, 2021 and 2020, and $ 0.4 million and $ 0.5 million for the nine-month periods ended September 30, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets (table only in thousands) Nine months ended September 30, 2021 Year ended December 31, 2020 Goodwill / Tradename Goodwill Tradename Goodwill Tradename Beginning balance $ 161,820 $ 12,937 $ 152,020 $ 14,291 Acquisitions and related adjustments — — 9,107 — Transfers to finite life classification — ( 3,150 ) — ( 700 ) Impairment charge — — — ( 850 ) Foreign currency translation ( 227 ) ( 86 ) 693 196 $ 161,593 $ 9,701 $ 161,820 $ 12,937 (table only in thousands) As of September 30, 2021 As of December 31, 2020 Intangible assets – finite life Cost Accum. Amort. Cost Accum. Amort. Technology $ 14,457 $ 13,532 $ 14,457 $ 13,008 Customer lists 73,199 52,729 73,199 48,959 Tradename 9,728 2,476 6,578 1,758 Foreign currency adjustments ( 2,420 ) ( 1,431 ) ( 2,826 ) ( 1,954 ) $ 94,964 $ 67,306 $ 91,408 $ 61,771 Activity for the nine months ended September 30, 2021 and 2020 is as follows: (table only in thousands) 2021 2020 Intangible assets – finite life, net at beginning of period $ 29,637 $ 31,283 Amortization expense ( 5,029 ) ( 5,448 ) Transfers from indefinite life classification 3,150 700 Acquisition and related adjustments — 4,840 Foreign currency adjustments ( 100 ) 102 Intangible assets – finite life, net at end of period $ 27,658 $ 31,477 Amortization expense of finite life intangible assets was $ 1.7 million and $ 1.9 million for the three-month periods ended September 30, 2021 and 2020, respectively and $ 5.0 million and $ 5.4 million for the nine-month periods ended September 30, 2021 and 2020, respectively. Amortization over the next five years for finite life intangibles is expected to be $ 1.6 million for the remainder of 2021, $ 5.8 million in 2022, $ 5.0 million in 2023, $ 4.3 million in 2024, and $ 3.2 million in 2025. During the nine-month period ended September 30, 2021, the Company reassessed the useful lives of certain tradenames and determined that $ 3.2 million of their tradenames would have useful lives of 10 years now versus indefinite. The Company completes an annual (or more often if circumstances require) goodwill and indefinite life intangible asset impairment assessment on October 1. As a part of its impairment 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 or indefinite life intangible asset is less than its carrying amount. If there is a qualitative determination that the fair value is more likely than not greater than the carrying value, the Company does not need to quantitatively test for impairment. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is calculated. If the estimated fair value is less than carrying value, an impairment charge is recorded. As of September 30, 2021, we reviewed our previous forecasts and assumptions based on our current projections, which are subject to various risks and uncertainties, including projected revenue, projected operational profit, terminal growth rates, and the cost of capital. The Company did not identify any triggering events during the three-month period ended September 30, 2021 that would require an interim impairment assessment of goodwill or intangible assets. The Company’s assumptions about future conditions important to its assessment of potential impairment of its goodwill and indefinite life intangible assets, including the impacts of the COVID-19 pandemic, are subject to uncertainty, and the Company will continue to monitor these conditions in future periods as new information becomes available, and will update its analyses accordingly. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 6. Accounts Payable and Accrued Expenses (table only in thousands) September 30, 2021 December 31, 2020 Trade accounts payable, including amounts due to subcontractors $ 59,694 $ 55,899 Compensation and related benefits 6,486 5,079 Accrued warranty 2,884 4,090 Contract liabilities 5,123 3,974 Short-term lease liability 2,382 2,274 Other 13,064 13,681 Total accounts payable and accrued expenses $ 89,633 $ 84,997 |
Senior Debt
Senior Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Senior Debt | 7. Senior Debt Debt consisted of the following: (table only in thousands) September 30, 2021 December 31, 2020 Outstanding borrowings under the Credit Facility (defined below). quarterly principal installments of $ 0.9 million through June 2023, and $ 1.3 million thereafter with balance due upon maturity in June 2024 . - Term loan $ 44,063 $ 46,250 - Revolving credit loan 22,900 27,700 - Unamortized debt discount ( 1,031 ) ( 1,334 ) Total outstanding borrowings under the Credit Facility 65,932 72,616 Less: current portion ( 3,750 ) ( 3,125 ) Total debt, less current portion $ 62,182 $ 69,491 Scheduled principal payments under our Credit Facility are $ 0.9 million remaining in 2021, $ 3.7 million in 2022, $ 4.4 million in 2023, and $ 58.0 million in 2024. United States Debt As of September 30, 2021 and December 31, 2020, $ 12.9 million and $ 7.6 million 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 (collectively, the “Credit Facility”) was $ 37.1 million and $ 60.8 million at September 30, 2021 and December 31, 2020, respectively. Revolving loans may be borrowed, repaid and reborrowed until June 11, 2024, at which time all outstanding balances of the Credit Facility must be repaid. The weighted average stated interest rate on outstanding borrowings was 2.49 % and 2.31 % at September 30, 2021 and December 31, 2020, 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. Through September 30, 2021, the maximum Consolidated Net Leverage Ratio was 3.50 , after which time the Consolidated Net Leverage Ratio will then decrease to 3.25 until the end of the term of the Credit Facility. As of September 30, 2021 and December 31, 2020, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility. Foreign Debt The Company has a number of bank guarantee facilities and bilateral lines in various 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 $ 50.0 million from the bilateral lines secured by pledged assets and collateral under the Credit Facility. As of September 30, 2021, $ 16.5 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 $ 1.2 million in bank guarantees were outstanding as of September 30, 2021. As of September 30, 2021, the borrowers of these facilities and agreements were in compliance with all related financial and other restrictive covenants. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 8. Earnings per Share The computational components of basic and diluted earnings per share for the three-month periods ended September 30, are below. 2021 2020 (table only in thousands) (for basic and diluted earnings per share) Net loss attributable to CECO Environmental Corp. $ ( 1,249 ) $ ( 239 ) Denominator Basic weighted-average shares outstanding 35,472 35,359 Common stock equivalents arising from stock options and restricted stock awards — — Diluted weighted-average shares outstanding 35,472 35,359 The computational components of basic and diluted earnings per share for the nine-month periods ended September 30, are below. 2021 2020 (table only in thousands) (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 224 $ 6,431 Denominator Basic weighted-average shares outstanding 35,463 35,264 Common stock equivalents arising from stock options and restricted stock awards 267 208 Diluted weighted-average shares outstanding 35,730 35,472 Options and restricted stock units included in the computation of diluted earnings per share are calculated using the treasury stock method. For the three-month periods ended September 30, 2021 and 2020, zero , and during the nine-month periods ended September 30, 2021 and 2020, 1.8 million and 0.9 million, respectively, of outstanding options and restricted stock units were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. Once a restricted stock unit vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share. Common Stock Repurchase 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 common stock through December 31, 2021. The authorization permits 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. Through September 30, 2021, the Company has repurchased approximately 520,000 shares of common stock at a cost of $ 3.7 million. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 9. Share-Based Compensation The Company accounts for share-based compensation in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation,” which requires the Company to recognize compensation expense for share-based awards, measured at the fair value of the awards at the grant date. The Company recognized $ 0.9 million and $ 0.5 million of share-based compensation related expense during the three-month periods ended September 30, 2021 and 2020, respectively, and $ 2.4 million and $ 1.2 million during the nine-month periods ended September 30, 2021 and 2020, respectively. The Company granted zero and 1.2 million options during the three- and nine-month periods ended September 30, 2021 and 2020, respectively. The weighted-average fair value of stock options granted during the three and nine months ended September 30, 2020 was estimated at $ 1.98 per option, using the Black-Scholes option-pricing model 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. For the three and nine months ended September 30, 2020, the Company utilized a weighted-average volatility factor of 52.5 %. Expected Term : For the three and nine months ended September 30, 2020, the Company utilized a weighted-average expected term factor of 5.0 years. Risk-Free Interest Rate : The risk-free interest rate utilized is based upon the implied yields currently available on U.S. Treasury zero-coupon issues over the expected term of the stock options. For the three and nine months ended September 30, 2020, the Company utilized a weighted-average risk free interest rate of 0.3 %. The Company granted approximately 5,000 and 144,000 restricted stock units during the three-month periods ended September 30, 2021 and 2020, respectively, and approximately 465,000 and 648,000 restricted stock units during the nine-month periods ended September 30, 2021 and 2020, respectively. The weighted-average fair value of restricted stock units granted was estimated at $ 8.50 and $ 6.35 per unit during the nine months ended September 30, 2021 and 2020, respectively. The fair value of 2021 and 2020 time-based restricted stock units was determined by using the value of stock in the open market on the grant date. The fair value of the 2021 and 2020 performance-based restricted stock units was determined by using the Monte Carlo valuation model. The fair value of the stock-based awards granted is recorded as compensation expense on a straight-line basis over the vesting periods of the awards. There were 2,000 and zero options exercised during the nine months ended September 30, 2021 and 2020, respectively. The Company received approximately $ 13,000 from a non-employee director exercising options during the nine months ended September 30, 2021. The intrinsic value of options exercised during the nine months ended September 30, 2021 was approximately $ 3,000 . |
Pension and Employee Benefit Pl
Pension and Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and Employee Benefit Plans | 10. Pension and Employee Benefit Plans We sponsor a non-contributory defined benefit pension plan for certain union employees. The plan is funded in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974. We also sponsor a postretirement health care plan for office employees retired before January 1, 1990. The plan allowed retirees who attained the age of 65 to elect the type of coverage desired. We present the components of net periodic benefit cost (gain) within “Other income” on the Condensed Consolidated Statements of Operations. Retirement and health care plan expense is based on valuations performed by plan actuaries as of the beginning of each fiscal year. The components of the expense consisted of the following: Three months ended September 30, Nine months ended September 30, (table only in thousands) 2021 2020 2021 2020 Pension plan: Interest cost $ 194 $ 259 $ 582 $ 775 Expected return on plan assets ( 378 ) ( 443 ) ( 1,133 ) ( 1,151 ) Amortization of net actuarial loss 103 67 308 199 Net periodic benefit (gain) cost $ ( 81 ) $ ( 117 ) $ ( 243 ) $ ( 177 ) Health care plan: Interest cost $ 1 $ 1 $ 2 $ 2 Amortization of loss 2 2 6 6 Net periodic benefit cost $ 3 $ 3 $ 8 $ 8 We made contributions to our defined benefit plans of zero and approximately $ 0.1 million during the nine months ended September 30, 2021 and 2020, respectively. For the remainder of 2021, we do not expect to make any contributions to fund the pension plan or the retiree health care plan. The unfunded liability of the plans of $ 9.5 million and $ 9.7 million as of September 30, 2021 and December 31, 2020, respectively, is included in “Other liabilities” on our Condensed Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes We file income tax returns in various federal, state and local jurisdictions. Tax years from 2017 forward remain open for examination by Federal authorities. Tax years from 2015 forward remain open for all significant state and foreign authorities. We account for uncertain tax positions pursuant to ASC Topic 740, “Income Taxes.” As of September 30, 2021 and December 31, 2020, the liability for uncertain tax positions totaled approximately $ 0.1 million, which is included in “Other liabilities” on our Condensed Consolidated Balance Sheets. We recognize accrued interest related to uncertain tax positions and penalties, if any, in income tax expense within the Condensed Consolidated Statements of Operations. Certain of the Company’s undistributed earnings of our foreign subsidiaries are not permanently reinvested. Since foreign earnings have already been subject to United States income tax in 2017 as a result of the 2017 Tax Cuts and Jobs Act, we intend to repatriate foreign-held cash as needed. We record deferred income tax attributable to foreign withholding taxes that would become payable should we decide to repatriate cash held in our foreign operations. As of September 30, 2021 and December 31, 2020, we have recorded deferred income taxes of approximately $ 1.2 million and $ 0.9 million, respectively, on the undistributed earnings of our foreign subsidiaries. Income tax expense was $ 0.1 million for the third quarter of 2021 and $ 0.8 million for the first nine months of 2021 compared with income tax expense of $ 0.2 million for the third quarter of 2020 and $ 1.5 million for the first nine months of 2020. The effective income tax rate for the third quarter of 2021 was ( 5.6 )% compared with ( 468.2 )% for the third quarter of 2020. The effective income tax rate for the first nine months of 2021 was 62.7 % compared with 19.4 % for the first nine months of 2020. The effective income tax rate for the three and nine months ended September 30, 2021 is different than the United States federal statutory rate. Our effective tax rate is affected by certain other permanent differences, including state income taxes, non-deductible incentive stock-based compensation, the Global Intangible Low-Taxed Income inclusion and Foreign-Derived Intangible Income deduction, tax credits, and differences in tax rates among the jurisdictions in which we operate. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 12. Financial Instruments Our financial instruments consist primarily of investments in cash and cash equivalents, receivables and certain other assets, foreign debt and accounts payable, which approximate fair value at September 30, 2021 and December 31, 2020, due to their short-term nature or variable, market-driven interest rates. The fair value of the debt issued under the Credit Facility was $ 67.0 million and $ 74.0 million at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021 and December 31, 2020, the Company had cash and cash equivalents of $ 31.9 million and $ 36.0 million, respectively, of which $ 24.7 million and $ 28.0 million, respectively, was held outside of the United States, principally in the Netherlands, United Kingdom, China, and Canada. |
Commitments and Contingencies -
Commitments and Contingencies - Legal Matters | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies - Legal Matters | 13. Commitments and Contingencies – Legal Matters Asbestos cases Our subsidiary, Met-Pro Technologies LLC (“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 September 30, 2021 for cases involving asbestos-related claims were $ 4.1 million, of which, together with all legal fees other than corporate counsel expenses, $ 4.0 million has been paid by the Company’s insurers. The average cost per settled claim, excluding legal fees, was approximately $ 36,000 . Based upon the most recent information available to the Company regarding such claims, there were a total of 223 cases pending against the Company as of September 30, 2021 (with Illinois, New York, Pennsylvania and West Virginia having the largest number of cases), as compared with 200 cases that were pending as of December 31, 2020. During the nine months ended September 30, 2021, 86 new cases were filed against the Company, and the Company was dismissed from 42 cases and settled 21 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 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 a party to routine contract and employment-related litigation matters, warranty claims and routine audits of state and local tax returns 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, we record accruals 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. We are not aware of any pending claims or assessments, other than as described above, which may have a material adverse impact on our liquidity, financial position, results of operations, or cash flows. |
Acquisitions and Joint Ventures
Acquisitions and Joint Ventures | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Joint Ventures | 14. Acquisitions and Joint Ventures Environmental Integrated Solutions On June 4, 2020, the Company acquired 100 % of the equity interests of Environmental Integrated Solutions (“EIS”) for $ 10.3 million in cash, which was financed through our revolving credit facility. As additional consideration, the former owners are entitled to earn-out payments based upon a multiple of specified financial results through December 31, 2021. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $ 0.6 million. During 2020, the Company increased the earnout liability to $ 1.7 million at December 31, 2020 based on the estimated fair value at that date. During 2021, the Company made earnout payments of $ 0.8 million related to 2020 performance and earnout payments of $ 0.6 million related to first half 2021 performance. As of September 30, 2021, the earnout liability recorded in “Accounts payable and accrued expenses” on the Condensed Consolidated Balance Sheets is $ 0.8 million. EIS engineers products that clean air through a variety of technologies including volatile organic compounds abatement, odor control, and other air pollution control solutions, which complements our Industrial Solutions Segment businesses. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (table only in thousands) Current assets (including cash of $ 4,212 ) $ 6,416 Property and equipment 26 Other assets 44 Goodwill 7,022 Intangible - finite life 4,840 Total assets acquired 18,348 Current liabilities assumed ( 6,514 ) Deferred income tax liability ( 920 ) Net assets acquired $ 10,914 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 this acquisition is not deductible for tax purposes. The Company acquired customer lists and tradename intangible assets valued at $ 4.2 million and $ 0.6 million, respectively. These assets were determined to have useful lives of 10 years. Acquisition and integration expenses on the Condensed Consolidated Statements of Operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. For the three months ended September 30, 2021 and 2020, EIS accounted for $ 5.7 million and $ 5.3 million in revenue and $ 0.7 million and $ 0.4 million in net income, respectively, and for the nine months ended September 30, 2021 and 2020, EIS accounted for $ 13.9 million and $ 5.8 million in revenue and $ 1.6 million and $ 0.6 million in net income, respectively. Mader On July 31, 2020, the Company entered into a joint venture agreement (“JV Agreement”) with Mader Holdings L.P. (“Mader”) in which CECO contributed the net assets of its Effox-Flextor damper business and Mader contributed the net assets of their damper business. Under the terms of the JV Agreement, CECO holds 70 % of the equity in the joint venture, and 50 % voting interest. We determined CECO was the primary beneficiary of this variable interest entity and therefore the 30 % non-controlling equity interest is in the Consolidated Balance Sheet. The results of the joint venture are included in our Engineered Systems segment. The fair value of Mader’s net assets contributed was $ 1.0 million. As of September 30, 2021 there were $ 8.0 million in current assets, $ 8.7 million in long-lived assets, and $ 8.0 million in total liabilities related to the Effox-Mader joint venture included in our Condensed Consolidated Balance Sheets. For the three months ended September 30, 2021 and 2020, the Effox-Mader joint venture accounted for $ 4.9 million and $ 3.5 million in revenue and $ 0.3 million and $ 0.1 million in net income, respectively, and for the nine months ended September 30, 2021 and 2020, the Effox-Mader joint venture accounted for $ 14.5 million and $ 10.5 million in revenue and $ 1.5 million and $ 1.2 million in net income, respectively. The following table summarizes the fair values of the assets acquired and liabilities assumed at the JV Agreement date. (table only in thousands) Current assets (including cash of $ 229 ) $ 2,040 Property and equipment 103 Goodwill 2,085 Deferred income tax asset 287 Total assets acquired 4,515 Current liabilities assumed ( 515 ) Other liabilities ( 500 ) Long term debt ( 2,508 ) Net assets acquired $ 992 Goodwill recognized represents value the Company expects to be created by combining the various operations of the joint venture 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 this joint venture is not deductible for tax purposes. The following unaudited pro forma financial information represents the Company’s results of operations as if the EIS acquisition and the joint venture with Mader had occurred on January 1, 2020: Three months ended September 30, Nine months ended September 30, (table in thousands, except per share data) 2021 2020 2021 2020 Net sales $ 79,979 $ 77,943 $ 230,551 $ 246,550 Net (loss) income attributable to CECO Environmental Corp. ( 1,249 ) ( 222 ) 224 7,975 Earnings per share: Basic $ ( 0.04 ) $ ( 0.01 ) $ 0.01 $ 0.23 Diluted $ ( 0.04 ) $ ( 0.01 ) $ 0.01 $ 0.22 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 | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Information | 15. Business Segment Information The Company’s operations are organized and reviewed by management along with its solutions or end markets that the segment serves and presented in two reportable segments. During the first quarter of 2021, management determined that a realignment of the Company’s segments was necessary to better reflect the solutions we provide, and the end markets we serve. As a result of this realignment, we combined the operating results of the prior Industrial Solutions segment and Fluid Handling Solutions segment into a single reportable segment named the Industrial Process Solutions segment. In addition, the Energy Solutions segment was renamed the Engineered Systems segment. The results of the segments are reviewed through the “Income from operations” line on the Condensed Consolidated Statements of Operations. The Company’s reportable segments are organized as groups of similar products and services, as described as follows: Engineered Systems segment: Our Engineered Systems segment, formerly known as the Energy Solutions segment, serves the power generation, refinery, water/wastewater and midstream oil & gas markets. We are a key part of helping meet the global demand for environmental and equipment protection through our highly engineered emissions management, product recovery, thermal acoustics, and water & gas separation solutions. Industrial Process Solutions segment: Our Industrial Process Solutions segment is the combination of the segments formerly known as our Industrial Solutions segment and our Fluid Handling Solutions segment, which serves the broad industrial air pollution control, beverage can, fluid handling, electric vehicle production, food and beverage, semi-conductor, process filtration, pharmaceutical, petrochemical, wastewater treatment, wood manufacturing, desalination, and aquaculture markets. We protect the air we collectively breathe, maintain clean and safe operations for employees, lower energy consumption, minimize waste for customers, and ensure they meet regulatory compliance standards for toxic emissions, fumes, volatile organic compounds and odors . The financial segment information is presented in the following tables: Three months ended September 30, Nine months ended September 30, (dollars in thousands) 2021 2020 2021 2020 Net sales (less intra-, inter-segment sales) Engineered Systems segment $ 44,779 $ 49,709 $ 130,196 $ 149,429 Industrial Process Solutions segment 35,200 27,716 100,355 83,652 Net sales $ 79,979 $ 77,425 $ 230,551 $ 233,081 Three months ended September 30, Nine months ended September 30, (dollars in thousands) 2021 2020 2021 2020 (Loss) income from operations Engineered Systems segment $ 4,301 $ 7,276 $ 16,105 $ 24,479 Industrial Process Solutions segment 2,669 1,539 10,932 6,471 Corporate and Other (1) ( 7,566 ) ( 7,797 ) ( 22,434 ) ( 21,299 ) (Loss) income from operations $ ( 596 ) $ 1,018 $ 4,603 $ 9,651 (1) Includes corporate compensation, professional services, information technology, and other general and administrative corporate expenses. Three months ended September 30, Nine months ended September 30, (dollars in thousands) 2021 2020 2021 2020 Property and equipment additions Engineered Systems segment $ 15 $ 148 $ 79 $ 446 Industrial Process Solutions segment 241 132 603 901 Corporate and Other 487 603 1,058 1,528 Property and equipment additions $ 743 $ 883 $ 1,740 $ 2,875 Three months ended September 30, Nine months ended September 30, (dollars in thousands) 2021 2020 2021 2020 Depreciation and amortization Engineered Systems segment $ 1,061 $ 1,245 $ 3,198 $ 3,690 Industrial Process Solutions segment 1,070 1,154 3,212 3,065 Corporate and Other 336 177 963 469 Depreciation and amortization $ 2,467 $ 2,576 $ 7,373 $ 7,224 (dollars in thousands) September 30, 2021 December 31, 2020 Identifiable assets Engineered Systems segment $ 260,603 $ 270,573 Industrial Process Solutions segment 147,869 135,204 Corporate and Other (2) 10,204 13,537 Identifiable assets $ 418,676 $ 419,314 (2) Corporate and Other assets consist primarily of cash and income tax related assets. (dollars in thousands) September 30, 2021 December 31, 2020 Goodwill Engineered Systems segment $ 99,558 $ 99,785 Industrial Process Solutions segment 62,035 62,035 Goodwill $ 161,593 $ 161,820 Intra-segment and Inter-segment Revenues The Company has multiple divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales) as indicated in the following tables: Three months ended September 30, 2021 Less Inter-Segment Sales (dollars in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 45,559 $ ( 472 ) $ ( 308 ) $ — $ 44,779 Industrial Process Solutions segment 35,525 ( 308 ) — ( 17 ) 35,200 Net sales $ 81,084 $ ( 780 ) $ ( 308 ) $ ( 17 ) $ 79,979 Three months ended September 30, 2020 Less Inter-Segment Sales (dollars in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 51,203 $ ( 1,071 ) $ ( 423 ) $ — $ 49,709 Industrial Process Solutions segment 30,944 ( 3,117 ) — ( 111 ) 27,716 Net sales $ 82,147 $ ( 4,188 ) $ ( 423 ) $ ( 111 ) $ 77,425 Nine months ended September 30, 2021 Less Inter-Segment Sales (dollars in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 137,104 $ ( 6,359 ) $ ( 549 ) $ — $ 130,196 Industrial Process Solutions segment 109,703 ( 8,363 ) — ( 985 ) 100,355 Net sales $ 246,807 $ ( 14,722 ) $ ( 549 ) $ ( 985 ) $ 230,551 Nine months ended September 30, 2020 Less Inter-Segment Sales (dollars in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 159,181 $ ( 8,861 ) $ ( 891 ) $ — $ 149,429 Industrial Process Solutions segment 95,272 ( 10,718 ) — ( 902 ) 83,652 Net sales $ 254,453 $ ( 19,579 ) $ ( 891 ) $ ( 902 ) $ 233,081 |
New Financial Accounting Pron_2
New Financial Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Accounting Standards Adopted in Fiscal 2021 | Accounting Standards adopted in Fiscal 2021 On January 1, 2021, the beginning of the Company's fiscal year, the Company adopted Accounting Standards Update ("ASU") No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material impact on our financial statements. |
Accounting Standards Yet to be Adopted | Accounting Standards to be Adopted None. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | (table only in thousands) September 30, 2021 December 31, 2020 Contract receivables $ 61,675 $ 57,435 Trade receivables 11,752 8,721 Allowance for doubtful accounts ( 3,403 ) ( 3,110 ) Total accounts receivable $ 70,024 $ 63,046 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | (table only in thousands) September 30, 2021 December 31, 2020 Raw materials $ 14,603 $ 14,262 Work in process 5,916 5,594 Finished goods 945 496 Obsolescence allowance ( 2,855 ) ( 3,009 ) Total inventories $ 18,609 $ 17,343 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill / Tradename | (table only in thousands) Nine months ended September 30, 2021 Year ended December 31, 2020 Goodwill / Tradename Goodwill Tradename Goodwill Tradename Beginning balance $ 161,820 $ 12,937 $ 152,020 $ 14,291 Acquisitions and related adjustments — — 9,107 — Transfers to finite life classification — ( 3,150 ) — ( 700 ) Impairment charge — — — ( 850 ) Foreign currency translation ( 227 ) ( 86 ) 693 196 $ 161,593 $ 9,701 $ 161,820 $ 12,937 |
Intangible Assets - Finite Life | (table only in thousands) As of September 30, 2021 As of December 31, 2020 Intangible assets – finite life Cost Accum. Amort. Cost Accum. Amort. Technology $ 14,457 $ 13,532 $ 14,457 $ 13,008 Customer lists 73,199 52,729 73,199 48,959 Tradename 9,728 2,476 6,578 1,758 Foreign currency adjustments ( 2,420 ) ( 1,431 ) ( 2,826 ) ( 1,954 ) $ 94,964 $ 67,306 $ 91,408 $ 61,771 |
Summary of Finite Lived Intangible Assets Activities | Activity for the nine months ended September 30, 2021 and 2020 is as follows: (table only in thousands) 2021 2020 Intangible assets – finite life, net at beginning of period $ 29,637 $ 31,283 Amortization expense ( 5,029 ) ( 5,448 ) Transfers from indefinite life classification 3,150 700 Acquisition and related adjustments — 4,840 Foreign currency adjustments ( 100 ) 102 Intangible assets – finite life, net at end of period $ 27,658 $ 31,477 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | (table only in thousands) September 30, 2021 December 31, 2020 Trade accounts payable, including amounts due to subcontractors $ 59,694 $ 55,899 Compensation and related benefits 6,486 5,079 Accrued warranty 2,884 4,090 Contract liabilities 5,123 3,974 Short-term lease liability 2,382 2,274 Other 13,064 13,681 Total accounts payable and accrued expenses $ 89,633 $ 84,997 |
Senior Debt (Tables)
Senior Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following: (table only in thousands) September 30, 2021 December 31, 2020 Outstanding borrowings under the Credit Facility (defined below). quarterly principal installments of $ 0.9 million through June 2023, and $ 1.3 million thereafter with balance due upon maturity in June 2024 . - Term loan $ 44,063 $ 46,250 - Revolving credit loan 22,900 27,700 - Unamortized debt discount ( 1,031 ) ( 1,334 ) Total outstanding borrowings under the Credit Facility 65,932 72,616 Less: current portion ( 3,750 ) ( 3,125 ) Total debt, less current portion $ 62,182 $ 69,491 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Number of Shares Outstanding for Calculation of Earnings Per Share | The computational components of basic and diluted earnings per share for the three-month periods ended September 30, are below. 2021 2020 (table only in thousands) (for basic and diluted earnings per share) Net loss attributable to CECO Environmental Corp. $ ( 1,249 ) $ ( 239 ) Denominator Basic weighted-average shares outstanding 35,472 35,359 Common stock equivalents arising from stock options and restricted stock awards — — Diluted weighted-average shares outstanding 35,472 35,359 The computational components of basic and diluted earnings per share for the nine-month periods ended September 30, are below. 2021 2020 (table only in thousands) (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 224 $ 6,431 Denominator Basic weighted-average shares outstanding 35,463 35,264 Common stock equivalents arising from stock options and restricted stock awards 267 208 Diluted weighted-average shares outstanding 35,730 35,472 |
Pension and Employee Benefit _2
Pension and Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Pension and Employee Benefit Expenses | The components of the expense consisted of the following: Three months ended September 30, Nine months ended September 30, (table only in thousands) 2021 2020 2021 2020 Pension plan: Interest cost $ 194 $ 259 $ 582 $ 775 Expected return on plan assets ( 378 ) ( 443 ) ( 1,133 ) ( 1,151 ) Amortization of net actuarial loss 103 67 308 199 Net periodic benefit (gain) cost $ ( 81 ) $ ( 117 ) $ ( 243 ) $ ( 177 ) Health care plan: Interest cost $ 1 $ 1 $ 2 $ 2 Amortization of loss 2 2 6 6 Net periodic benefit cost $ 3 $ 3 $ 8 $ 8 |
Acquisitions and Joint Ventur_2
Acquisitions and Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information represents the Company’s results of operations as if the EIS acquisition and the joint venture with Mader had occurred on January 1, 2020: Three months ended September 30, Nine months ended September 30, (table in thousands, except per share data) 2021 2020 2021 2020 Net sales $ 79,979 $ 77,943 $ 230,551 $ 246,550 Net (loss) income attributable to CECO Environmental Corp. ( 1,249 ) ( 222 ) 224 7,975 Earnings per share: Basic $ ( 0.04 ) $ ( 0.01 ) $ 0.01 $ 0.23 Diluted $ ( 0.04 ) $ ( 0.01 ) $ 0.01 $ 0.22 |
Environmental Integrated Solutions [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. (table only in thousands) Current assets (including cash of $ 4,212 ) $ 6,416 Property and equipment 26 Other assets 44 Goodwill 7,022 Intangible - finite life 4,840 Total assets acquired 18,348 Current liabilities assumed ( 6,514 ) Deferred income tax liability ( 920 ) Net assets acquired $ 10,914 |
Mader Holdings L.P. [Member] | Joint Venture Agreement [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 JV Agreement date. (table only in thousands) Current assets (including cash of $ 229 ) $ 2,040 Property and equipment 103 Goodwill 2,085 Deferred income tax asset 287 Total assets acquired 4,515 Current liabilities assumed ( 515 ) Other liabilities ( 500 ) Long term debt ( 2,508 ) Net assets acquired $ 992 |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Net Sales and Income from Operation by Business Segment | The financial segment information is presented in the following tables: Three months ended September 30, Nine months ended September 30, (dollars in thousands) 2021 2020 2021 2020 Net sales (less intra-, inter-segment sales) Engineered Systems segment $ 44,779 $ 49,709 $ 130,196 $ 149,429 Industrial Process Solutions segment 35,200 27,716 100,355 83,652 Net sales $ 79,979 $ 77,425 $ 230,551 $ 233,081 Three months ended September 30, Nine months ended September 30, (dollars in thousands) 2021 2020 2021 2020 (Loss) income from operations Engineered Systems segment $ 4,301 $ 7,276 $ 16,105 $ 24,479 Industrial Process Solutions segment 2,669 1,539 10,932 6,471 Corporate and Other (1) ( 7,566 ) ( 7,797 ) ( 22,434 ) ( 21,299 ) (Loss) income from operations $ ( 596 ) $ 1,018 $ 4,603 $ 9,651 (1) Includes corporate compensation, professional services, information technology, and other general and administrative corporate expenses. |
Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets | Three months ended September 30, Nine months ended September 30, (dollars in thousands) 2021 2020 2021 2020 Property and equipment additions Engineered Systems segment $ 15 $ 148 $ 79 $ 446 Industrial Process Solutions segment 241 132 603 901 Corporate and Other 487 603 1,058 1,528 Property and equipment additions $ 743 $ 883 $ 1,740 $ 2,875 Three months ended September 30, Nine months ended September 30, (dollars in thousands) 2021 2020 2021 2020 Depreciation and amortization Engineered Systems segment $ 1,061 $ 1,245 $ 3,198 $ 3,690 Industrial Process Solutions segment 1,070 1,154 3,212 3,065 Corporate and Other 336 177 963 469 Depreciation and amortization $ 2,467 $ 2,576 $ 7,373 $ 7,224 (dollars in thousands) September 30, 2021 December 31, 2020 Identifiable assets Engineered Systems segment $ 260,603 $ 270,573 Industrial Process Solutions segment 147,869 135,204 Corporate and Other (2) 10,204 13,537 Identifiable assets $ 418,676 $ 419,314 (2) Corporate and Other assets consist primarily of cash and income tax related assets. |
Goodwill | (dollars in thousands) September 30, 2021 December 31, 2020 Goodwill Engineered Systems segment $ 99,558 $ 99,785 Industrial Process Solutions segment 62,035 62,035 Goodwill $ 161,593 $ 161,820 |
Intra-Segment and Inter-Segment Revenues | The Company has multiple divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales) as indicated in the following tables: Three months ended September 30, 2021 Less Inter-Segment Sales (dollars in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 45,559 $ ( 472 ) $ ( 308 ) $ — $ 44,779 Industrial Process Solutions segment 35,525 ( 308 ) — ( 17 ) 35,200 Net sales $ 81,084 $ ( 780 ) $ ( 308 ) $ ( 17 ) $ 79,979 Three months ended September 30, 2020 Less Inter-Segment Sales (dollars in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 51,203 $ ( 1,071 ) $ ( 423 ) $ — $ 49,709 Industrial Process Solutions segment 30,944 ( 3,117 ) — ( 111 ) 27,716 Net sales $ 82,147 $ ( 4,188 ) $ ( 423 ) $ ( 111 ) $ 77,425 Nine months ended September 30, 2021 Less Inter-Segment Sales (dollars in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 137,104 $ ( 6,359 ) $ ( 549 ) $ — $ 130,196 Industrial Process Solutions segment 109,703 ( 8,363 ) — ( 985 ) 100,355 Net sales $ 246,807 $ ( 14,722 ) $ ( 549 ) $ ( 985 ) $ 230,551 Nine months ended September 30, 2020 Less Inter-Segment Sales (dollars in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 159,181 $ ( 8,861 ) $ ( 891 ) $ — $ 149,429 Industrial Process Solutions segment 95,272 ( 10,718 ) — ( 902 ) 83,652 Net sales $ 254,453 $ ( 19,579 ) $ ( 891 ) $ ( 902 ) $ 233,081 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contract receivables | $ 61,675 | $ 57,435 |
Allowance for doubtful accounts | (3,403) | (3,110) |
Total accounts receivable | 70,024 | 63,046 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 11,752 | $ 8,721 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Receivables [Abstract] | |||||
Amount billed but not received under retainage provisions in contracts | $ 1,700 | $ 1,700 | $ 1,500 | ||
Retainage receivables on contracts period | 1 year | ||||
Bad debt expense | $ 400 | $ 100 | $ 456 | $ 625 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Net [Abstract] | ||
Raw materials | $ 14,603 | $ 14,262 |
Work in process | 5,916 | 5,594 |
Finished goods | 945 | 496 |
Obsolescence allowance | (2,855) | (3,009) |
Total inventories | $ 18,609 | $ 17,343 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Amounts credited to the allowance for obsolete inventory | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 161,820 | $ 152,020 |
Goodwill, acquisitions and related adjustments | 9,107 | |
Goodwill, foreign currency translation | (227) | 693 |
Goodwill, ending balance | 161,593 | 161,820 |
Tradename, beginning balance | 12,937 | 14,291 |
Tradename, transfers to finite life classification | (3,150) | (700) |
Tradename, Impairment charge | (86) | (850) |
Tradename, foreign currency translation | 196 | |
Tradename, ending balance | $ 9,701 | $ 12,937 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets - Finite Life (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 94,964 | $ 91,408 |
Accumulated Amortization | 67,306 | 61,771 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 14,457 | 14,457 |
Accumulated Amortization | 13,532 | 13,008 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 73,199 | 73,199 |
Accumulated Amortization | 52,729 | 48,959 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,728 | 6,578 |
Accumulated Amortization | 2,476 | 1,758 |
Foreign Currency Adjustments [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | (2,420) | (2,826) |
Accumulated Amortization | $ (1,431) | $ (1,954) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite Lived Intangible Assets Amortization Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Intangible assets – finite life, net at beginning of period | $ 29,637 | $ 31,283 | ||
Amortization expense | $ (1,700) | $ (1,900) | (5,029) | (5,448) |
Transfers from indefinite life classification | 3,150 | 700 | ||
Acquisition and related adjustments | 4,840 | |||
Foreign currency adjustments | (100) | 102 | ||
Intangible assets – finite life, net at end of period | $ 27,658 | $ 31,477 | $ 27,658 | $ 31,477 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Amortization expense of finite life intangible assets | $ 1,700 | $ 1,900 | $ 5,029 | $ 5,448 |
Amortization expense of finite life intangibles for 2021 | 1,600 | 1,600 | ||
Amortization expense of finite life intangibles for 2022 | 5,800 | 5,800 | ||
Amortization expense of finite life intangibles for 2023 | 5,000 | 5,000 | ||
Amortization expense of finite life intangibles for 2024 | 4,300 | 4,300 | ||
Amortization expense of finite life intangibles for 2025 | 3,200 | 3,200 | ||
Certain Tradenames [Member] | ||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, fair value | $ 3,200 | $ 3,200 | ||
Intangible assets, Useful Life | 10 years |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Trade accounts payable, including amounts due to subcontractors | $ 59,694 | $ 55,899 |
Compensation and related benefits | 6,486 | 5,079 |
Accrued warranty | 2,884 | 4,090 |
Contract liabilities | 5,123 | 3,974 |
Short-term lease liability | 2,382 | 2,274 |
Other | 13,064 | 13,681 |
Total accounts payable and accrued expenses | $ 89,633 | $ 84,997 |
Senior Debt - Summary of Debt (
Senior Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total outstanding borrowings under the Credit Facility | $ 65,932 | $ 72,616 |
Less: current portion | (3,750) | (3,125) |
Debt, less current portion | 62,182 | 69,491 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings under the Credit Facility | 44,063 | 46,250 |
Revolving Credit Loan [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Loan | 22,900 | 27,700 |
Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount | $ (1,031) | $ (1,334) |
Senior Debt - Summary of Debt_2
Senior Debt - Summary of Debt (Parenthetical) (Detail) - Term Loan [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Instrument [Line Items] | |
Frequency of periodic payment | quarterly |
Term loans, year of maturity | Jun. 30, 2024 |
Debt Instrument, Redemption, Through June 2023 [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | $ 0.9 |
Debt Instrument, Redemption, Thereafter [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | $ 1.3 |
Senior Debt - Additional Inform
Senior Debt - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | |||
Credit facility principal payments 2021 | $ 0.9 | ||
Credit facility principal payments 2022 | 3.7 | ||
Credit facility principal payments 2023 | 4.4 | ||
Credit facility principal payments 2024 | $ 58 | ||
Weighted average interest rate on outstanding borrowings | 2.49% | 2.31% | |
Maximum consolidated leverage ratio | 3.50% | ||
Scenario Forecast [Member] | |||
Line Of Credit Facility [Line Items] | |||
Maximum consolidated leverage ratio | 3.25% | ||
Credit Agreement [Member] | |||
Line Of Credit Facility [Line Items] | |||
Unused credit availability under credit facility | $ 37.1 | $ 60.8 | |
Letters of Credit [Member] | |||
Line Of Credit Facility [Line Items] | |||
Aggregate principal amount outstanding under the credit facilities | 12.9 | $ 7.6 | |
Bank Guarantees [Member] | |||
Line Of Credit Facility [Line Items] | |||
Bank guarantee issuance under bilateral lines and collateral | 50 | ||
Bank guarantee agreement outstanding amount | 16.5 | ||
Netherlands Facility [Member] | Euro-Denominated Bank Guarantee [Member] | |||
Line Of Credit Facility [Line Items] | |||
Bank guarantee agreement outstanding amount | $ 1.2 |
Earnings per Share - Number of
Earnings per Share - Number of Shares Outstanding for Calculation of Earnings Per Share (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to CECO Environmental Corp. | $ (1,249) | $ (239) | $ 224 | $ 6,431 |
Denominator | ||||
Basic weighted-average shares outstanding | 35,472,298 | 35,358,913 | 35,463,279 | 35,263,688 |
Common stock equivalents arising from stock options and restricted stock awards | 0 | 0 | 267,000 | 208,000 |
Diluted weighted-average shares outstanding | 35,472,298 | 35,358,913 | 35,729,887 | 35,471,551 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 03, 2021 | |
Earnings And Dividends Per Share [Abstract] | |||||
Anti-dilutive options and restricted stock units outstanding | 0 | 0 | 1,800,000 | 900,000 | |
Purchase of outstanding shares of common stock | $ 5 | ||||
Repurchase of common stock (in shares) | 520,000 | ||||
Repurchase of common stock | $ 3.7 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized share-based compensation awards | $ 900 | $ 500 | $ 2,400 | $ 1,200 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,000 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 3,000 | |||
Number of Options, Granted | 0 | 1,200,000 | ||
Weighted-average fair value of stock options granted | $ 1.98 | $ 1.98 | ||
Weighted-average risk free interest rate | 0.30% | 0.30% | ||
Weighted-average expected term | 5 years | 5 years | ||
Weighted-average volatility rate | 52.50% | 52.50% | ||
Non-Employee Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash received from employee stock option exercised | $ 13,000 | |||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of restricted stock awards granted | 5,000 | 144,000 | 465,000 | 648,000 |
Weighted-average fair value of restricted stock unit granted | $ 8.50 | $ 6.35 |
Pension and Employee Benefit _3
Pension and Employee Benefit Plans - Components of Pension and Employee Benefit Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 194 | $ 259 | $ 582 | $ 775 |
Expected return on plan assets | (378) | (443) | (1,133) | (1,151) |
Amortization of net actuarial loss | 103 | 67 | 308 | 199 |
Net periodic benefit (gain) cost | (81) | (117) | (243) | (177) |
Health Care Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 1 | 1 | 2 | 2 |
Amortization of loss | 2 | 2 | 6 | 6 |
Net periodic benefit (gain) cost | $ 3 | $ 3 | $ 8 | $ 8 |
Pension and Employee Benefit _4
Pension and Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined benefit plan contributions | $ 0 | $ 0.1 | |
Unfunded liability plans | $ 9.5 | $ 9.7 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||||
Liability for uncertain tax positions | $ 100 | $ 100 | $ 100 | ||
Deferred income taxes on undistributed earnings | 0 | $ 13 | |||
Income tax expense | $ 63 | $ 206 | $ 813 | $ 1,549 | |
Effective income tax rate | 5.60% | 468.20% | 62.70% | 19.40% | |
Foreign Subsidiaries [Member] | |||||
Income Taxes [Line Items] | |||||
Deferred income taxes on undistributed earnings | $ 1,200 | $ 900 | |||
Federal Authorities [Member] | |||||
Income Taxes [Line Items] | |||||
Open tax years | 2017 | ||||
State and Foreign Authorities [Member] | |||||
Income Taxes [Line Items] | |||||
Open tax years | 2015 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Of Financial Instruments [Line Items] | ||
Cash and cash equivalents | $ 31,925 | $ 35,992 |
Cash held outside United States, principally in Netherlands, United Kingdom, China, and Canada | 24,700 | 28,000 |
Credit Facility [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Fair value of debt issued | $ 67,000 | $ 74,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Legal Matters - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2021USD ($)Case | Dec. 31, 2020Case | |
Commitments And Contingencies Disclosure [Abstract] | ||
Cumulative settlement payments for cases involving asbestos-related claims | $ | $ 4,100,000 | |
Cumulative settlement payments made for cases involving asbestos-related claims with all legal fees other than corporate counsel expenses | $ | 4,000,000 | |
Average cost per settled claim excluding legal fees | $ | $ 36,000 | |
Number of claims pending | 223 | 200 |
Number of new cases filed | 86 | |
Number of cases dismissed | 42 | |
Number of cases settled | 21 | |
Assessment regarding Loss contingency impact Description | We are not aware of any pending claims or assessments, other than as described above, which may have a material adverse impact on our liquidity, financial position, results of operations, or cash flows. |
Acquisitions and Joint Ventur_3
Acquisitions and Joint Ventures - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 04, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 31, 2020 |
Business Acquisition Contingent Consideration [Line Items] | ||||||||
Contingent consideration | $ 10,300 | |||||||
Fair value | $ 600 | |||||||
Increase in estimated fair value of earnout | $ 1,700 | |||||||
Earnout Payments | $ 600 | $ 800 | ||||||
Earn Out Liability | $ 800 | $ 800 | ||||||
EIS revenue | 5,700 | $ 5,300 | 13,900 | 5,800 | ||||
Net revenue | 700 | 400 | 1,600 | 600 | ||||
Assets Current | 189,708 | 189,708 | 183,485 | |||||
Liabilities | 216,149 | 216,149 | $ 215,703 | |||||
Pre tax loss | (1,133) | (44) | 1,296 | 7,969 | ||||
Joint Venture Agreement [Member] | Mader Holdings L.P. [Member] | ||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||
Percentage of equity hold in joint venture | 70.00% | |||||||
Voting interest in joint venture | 50.00% | |||||||
Non controlling equity interest | 30.00% | |||||||
Net assets acquired | $ 1,000 | |||||||
Assets Current | 8,000 | 8,000 | ||||||
Noncurrent Assets | 8,700 | 8,700 | ||||||
Liabilities | 8,000 | 8,000 | ||||||
Revenues | 4,900 | 3,500 | 14,500 | 10,500 | ||||
Pre tax loss | 300 | $ 100 | 1,500 | $ 1,200 | ||||
Customer Lists [Member] | ||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||
Acquired intangible assets | 4,200 | 4,200 | ||||||
Tradename [Member] | ||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||
Acquired intangible assets | $ 600 | $ 600 | ||||||
Customer Lists and Tradename [Member] | ||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||
Intangible assets, Useful Life | 10 years | |||||||
Environmental Integrated Solutions [Member] | ||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||
Acquisition of equity | 100.00% | |||||||
Net assets acquired | $ 10,914 |
Acquisitions and Joint Ventur_4
Acquisitions and Joint Ventures - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Jun. 04, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 161,593 | $ 161,820 | $ 152,020 | ||
Mader Holdings L.P. [Member] | Joint Venture Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | $ 2,040 | ||||
Property and equipment | 103 | ||||
Goodwill | 2,085 | ||||
Total assets acquired | 4,515 | ||||
Current liabilities assumed | (515) | ||||
Net assets acquired | 1,000 | ||||
Deferred income tax asset | 287 | ||||
Total assets acquired | 4,515 | ||||
Other liabilities | (500) | ||||
Long term debt | (2,508) | ||||
Net assets acquired | $ 992 | ||||
Environmental Integrated Solutions [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | $ 6,416 | ||||
Property and equipment | 26 | ||||
Other assets | 44 | ||||
Goodwill | 7,022 | ||||
Intangible - finite life | 4,840 | ||||
Total assets acquired | 18,348 | ||||
Current liabilities assumed | (6,514) | ||||
Deferred income tax liability | (920) | ||||
Net assets acquired | 10,914 | ||||
Total assets acquired | $ 18,348 |
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 | Jul. 31, 2020 | Jun. 04, 2020 |
Mader Holdings L.P. [Member] | Joint Venture Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Cash, Current assets | $ 229 | |
Environmental Integrated Solutions [Member] | ||
Business Acquisition [Line Items] | ||
Cash, Current assets | $ 4,212 |
Acquisitions and Joint Ventur_6
Acquisitions and Joint Ventures - Schedule of Unaudited Pro Forma Financial Information (Details) - Environmental Integrated Solutions [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 79,979 | $ 77,943 | $ 230,551 | $ 246,550 |
Net (loss) income attributable to CECO Environmental Corp. | $ (1,249) | $ (222) | $ 224 | $ 7,975 |
(Loss) earnings per share: | ||||
Basic | $ (0.04) | $ (0.01) | $ 0.01 | $ 0.23 |
Diluted | $ (0.04) | $ (0.01) | $ 0.01 | $ 0.22 |
Business Segment Information -
Business Segment Information - Net Sales and Income from Operation by Business Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 79,979 | $ 77,425 | $ 230,551 | $ 233,081 | |
(Loss) income from operations | (596) | 1,018 | 4,603 | 9,651 | |
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
(Loss) income from operations | [1] | (7,566) | (7,797) | (22,434) | (21,299) |
Engineered Systems Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 44,779 | 49,709 | 130,196 | 149,429 | |
(Loss) income from operations | 4,301 | 7,276 | 16,105 | 24,479 | |
Industrial Process Solutions Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 35,200 | 27,716 | 100,355 | 83,652 | |
(Loss) income from operations | $ 2,669 | $ 1,539 | $ 10,932 | $ 6,471 | |
[1] | Includes corporate compensation, professional services, information technology, and other general and administrative corporate expenses. |
Business Segment Information _2
Business Segment Information - Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | ||||||
Property and equipment additions | $ 743 | $ 883 | $ 1,740 | $ 2,875 | ||
Depreciation and amortization | 2,467 | 2,576 | 7,373 | 7,224 | ||
Identifiable assets | 418,676 | 418,676 | $ 419,314 | |||
Engineered Systems Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Property and equipment additions | 15 | 148 | 79 | 446 | ||
Depreciation and amortization | 1,061 | 1,245 | 3,198 | 3,690 | ||
Identifiable assets | 260,603 | 260,603 | 270,573 | |||
Industrial Process Solutions Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Property and equipment additions | 241 | 132 | 603 | 901 | ||
Depreciation and amortization | 1,070 | 1,154 | 3,212 | 3,065 | ||
Identifiable assets | 147,869 | 147,869 | 135,204 | |||
Corporate and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Property and equipment additions | 487 | 603 | 1,058 | 1,528 | ||
Depreciation and amortization | 336 | $ 177 | 963 | $ 469 | ||
Identifiable assets | [1] | $ 10,204 | $ 10,204 | $ 13,537 | ||
[1] | Corporate and Other assets consist primarily of cash and income tax related assets. |
Business Segment Information _3
Business Segment Information - Goodwill (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 161,593 | $ 161,820 | $ 152,020 |
Engineered Systems Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 99,558 | 99,785 | |
Industrial Process Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 62,035 | $ 62,035 |
Business Segment Information _4
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 79,979 | $ 77,425 | $ 230,551 | $ 233,081 |
Energy Inter-Segment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 17 | (111) | (985) | (902) |
Engineered Systems Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 44,779 | 49,709 | 130,196 | 149,429 |
Industrial Process Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 35,200 | 27,716 | 100,355 | 83,652 |
Industrial Process Solutions Segment [Member] | Energy Inter-Segment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 17 | (111) | (985) | (902) |
Intra-Segment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (780) | (4,188) | (14,722) | (19,579) |
Intra-Segment Sales [Member] | Engineered Systems Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (472) | (1,071) | (6,359) | (8,861) |
Intra-Segment Sales [Member] | Industrial Process Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (308) | (3,117) | (8,363) | (10,718) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 81,084 | 82,147 | 246,807 | 254,453 |
Operating Segments [Member] | Engineered Systems Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 45,559 | 51,203 | 137,104 | 159,181 |
Operating Segments [Member] | Industrial Process Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 35,525 | 30,944 | 109,703 | 95,272 |
Inter-Segment Elimination [Member] | Industrial Inter-Segment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (308) | (423) | (549) | (891) |
Inter-Segment Elimination [Member] | Engineered Systems Segment [Member] | Industrial Inter-Segment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ (308) | $ (423) | $ (549) | $ (891) |