Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 18, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CECO | |
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 | 34,960,522 | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
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 $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 36,523 | $ 54,779 |
Restricted cash | 391 | 669 |
Accounts receivable, net allowances of $6,582 and $6,460 | 126,974 | 112,733 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 55,378 | 66,574 |
Inventories, net | 38,475 | 34,089 |
Prepaid expenses and other current assets | 20,414 | 11,769 |
Prepaid income taxes | 3,215 | 824 |
Total current assets | 281,370 | 281,437 |
Property, plant and equipment, net | 30,290 | 26,237 |
Right-of-use assets from operating leases | 14,137 | 16,256 |
Goodwill | 211,144 | 211,326 |
Intangible assets – finite life, net | 46,086 | 50,461 |
Intangible assets – indefinite life | 9,522 | 9,570 |
Deferred income taxes | 263 | 304 |
Deferred charges and other assets | 5,321 | 4,700 |
Total assets | 598,133 | 600,291 |
Current liabilities: | ||
Current portion of debt | 10,580 | 10,488 |
Accounts payable | 90,944 | 87,691 |
Accrued expenses | 44,736 | 44,301 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 59,851 | 56,899 |
Notes payable | 0 | 2,500 |
Income taxes payable | 1,212 | 1,227 |
Total current liabilities | 207,323 | 203,106 |
Other liabilities | 11,196 | 12,644 |
Debt, less current portion | 120,246 | 126,795 |
Deferred income tax liability, net | 9,949 | 8,838 |
Operating lease liabilities | 9,607 | 11,417 |
Total liabilities | 358,321 | 362,800 |
Commitments and contingencies (See Note 14) | ||
Shareholders’ equity: | ||
Preferred stock, $.01 par value; 10,000 shares authorized, none issued | 0 | 0 |
Common stock, $.01 par value; 100,000,000 shares authorized, 34,923,701 and 34,835,293 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 349 | 348 |
Capital in excess of par value | 251,560 | 254,956 |
Accumulated loss | (394) | (6,387) |
Accumulated other comprehensive loss | (16,476) | (16,274) |
Total CECO shareholders' equity | 235,039 | 232,643 |
Non-controlling interest | 4,773 | 4,848 |
Total shareholders' equity | 239,812 | 237,491 |
Total liabilities and shareholders' equity | $ 598,133 | $ 600,291 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net allowances | $ 6,582 | $ 6,460 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,923,701 | 34,835,293 |
Common Stock, shares outstanding | 34,923,701 | 34,835,293 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 137,522 | $ 129,181 | $ 263,854 | $ 241,744 |
Cost of sales | 88,475 | 89,364 | 169,675 | 167,034 |
Gross profit | 49,047 | 39,817 | 94,179 | 74,710 |
Selling and administrative expenses | 36,465 | 28,451 | 71,372 | 55,644 |
Amortization and earnout expenses | 2,210 | 2,273 | 4,419 | 4,020 |
Acquisition and integration expenses | 476 | 332 | 666 | 824 |
Executive transition expenses | 0 | 158 | 0 | 158 |
Restructuring expenses | 414 | 0 | 554 | 0 |
Asbestos litigation expenses | 225 | 0 | 225 | 0 |
Income from operations | 9,257 | 8,603 | 16,943 | 14,064 |
Other (expense) income, net | (679) | 121 | (2,192) | (453) |
Interest expense | (3,254) | (3,750) | (6,667) | (6,158) |
Income before income taxes | 5,324 | 4,974 | 8,084 | 7,453 |
Income tax expense | 394 | 984 | 1,062 | 993 |
Net income | 4,930 | 3,990 | 7,022 | 6,460 |
Non-controlling interest | (445) | (266) | (1,029) | (759) |
Net income attributable to CECO Environmental Corp. | $ 4,485 | $ 3,724 | $ 5,993 | $ 5,701 |
Earnings per share: | ||||
Basic | $ 0.13 | $ 0.11 | $ 0.17 | $ 0.17 |
Diluted | $ 0.12 | $ 0.11 | $ 0.17 | $ 0.16 |
Weighted average number of common shares outstanding: | ||||
Basic | 34,918,412 | 34,619,216 | 34,881,625 | 34,531,050 |
Diluted | 36,302,664 | 35,143,782 | 36,239,331 | 35,171,727 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 4,930 | $ 3,990 | $ 7,022 | $ 6,460 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation (loss) gain | (856) | 139 | (202) | 905 |
Comprehensive income | $ 4,074 | $ 4,129 | $ 6,820 | $ 7,365 |
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] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2022 | $ 218,148 | $ 344 | $ 250,174 | $ (19,298) | $ (17,996) | $ 4,924 |
Beginning Balance, Shares at Dec. 31, 2022 | 34,382 | |||||
Net income | 2,469 | 1,978 | 491 | |||
Exercise of stock options | 612 | $ 1 | 611 | |||
Exercise of stock options, Shares | 52 | |||||
Restricted stock units issued | (621) | $ 1 | (622) | |||
Restricted stock units issued, Shares | 123 | |||||
Share based compensation earned | 808 | 808 | ||||
Translation gain (loss) | 766 | 766 | ||||
Ending Balance at Mar. 31, 2023 | 222,182 | $ 346 | 250,971 | (17,320) | (17,230) | 5,415 |
Ending Balance, Shares at Mar. 31, 2023 | 34,557 | |||||
Beginning Balance at Dec. 31, 2022 | 218,148 | $ 344 | 250,174 | (19,298) | (17,996) | 4,924 |
Beginning Balance, Shares at Dec. 31, 2022 | 34,382 | |||||
Net income | 6,460 | |||||
Translation gain (loss) | $ 905 | |||||
Common stock repurchase and retirement, Shares | 0 | |||||
Ending Balance at Jun. 30, 2023 | $ 227,148 | $ 347 | 252,406 | (13,596) | (17,091) | 5,082 |
Ending Balance, Shares at Jun. 30, 2023 | 34,738 | |||||
Beginning Balance at Mar. 31, 2023 | 222,182 | $ 346 | 250,971 | (17,320) | (17,230) | 5,415 |
Beginning Balance, Shares at Mar. 31, 2023 | 34,557 | |||||
Net income | 3,990 | 3,724 | 266 | |||
Exercise of stock options | 317 | 317 | ||||
Exercise of stock options, Shares | 25 | |||||
Restricted stock units issued | (270) | $ (1) | (271) | |||
Restricted stock units issued, Shares | 132 | |||||
Share based compensation earned | 1,389 | 1,389 | ||||
Share based compensation earned, Shares | 24 | |||||
Translation gain (loss) | 139 | 139 | ||||
Noncontrolling interest distribution | $ (599) | (599) | ||||
Common stock repurchase and retirement, Shares | 0 | |||||
Ending Balance at Jun. 30, 2023 | $ 227,148 | $ 347 | 252,406 | (13,596) | (17,091) | 5,082 |
Ending Balance, Shares at Jun. 30, 2023 | 34,738 | |||||
Beginning Balance at Dec. 31, 2023 | 237,491 | $ 348 | 254,956 | (6,387) | (16,274) | 4,848 |
Beginning Balance, Shares at Dec. 31, 2023 | 34,835 | |||||
Net income | 2,093 | 1,508 | 585 | |||
Exercise of stock options | 113 | 113 | ||||
Exercise of stock options, Shares | 10 | |||||
Restricted stock units issued | (2,202) | $ 2 | (2,204) | |||
Restricted stock units issued, Shares | 195 | |||||
Share based compensation earned | 1,808 | 1,808 | ||||
Share based compensation earned, Shares | 12 | |||||
Translation gain (loss) | 654 | 654 | ||||
Noncontrolling interest distribution | (804) | (804) | ||||
Common stock repurchase and retirement | (3,001) | $ (1) | (3,000) | |||
Common stock repurchase and retirement, Shares | (144) | |||||
Ending Balance at Mar. 31, 2024 | 236,152 | $ 349 | 251,673 | (4,879) | (15,620) | 4,629 |
Ending Balance, Shares at Mar. 31, 2024 | 34,908 | |||||
Beginning Balance at Dec. 31, 2023 | 237,491 | $ 348 | 254,956 | (6,387) | (16,274) | 4,848 |
Beginning Balance, Shares at Dec. 31, 2023 | 34,835 | |||||
Net income | 7,022 | |||||
Translation gain (loss) | (202) | |||||
Common stock repurchase and retirement | $ (5,000) | |||||
Common stock repurchase and retirement, Shares | 230,000 | |||||
Ending Balance at Jun. 30, 2024 | $ 239,812 | $ 349 | 251,560 | (394) | (16,476) | 4,773 |
Ending Balance, Shares at Jun. 30, 2024 | 34,924 | |||||
Beginning Balance at Mar. 31, 2024 | 236,152 | $ 349 | 251,673 | (4,879) | (15,620) | 4,629 |
Beginning Balance, Shares at Mar. 31, 2024 | 34,908 | |||||
Net income | 4,930 | 4,485 | 445 | |||
Exercise of stock options | 161 | 161 | ||||
Exercise of stock options, Shares | 10 | |||||
Restricted stock units issued | (465) | $ 1 | (466) | |||
Restricted stock units issued, Shares | 92 | |||||
Share based compensation earned | 2,191 | 2,191 | ||||
Translation gain (loss) | (856) | (856) | ||||
Noncontrolling interest distribution | (301) | (301) | ||||
Common stock repurchase and retirement | $ (2,000) | $ (1) | (1,999) | |||
Common stock repurchase and retirement, Shares | 86,000 | (86) | ||||
Ending Balance at Jun. 30, 2024 | $ 239,812 | $ 349 | $ 251,560 | $ (394) | $ (16,476) | $ 4,773 |
Ending Balance, Shares at Jun. 30, 2024 | 34,924 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 7,022 | $ 6,460 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,973 | 5,650 |
Unrealized foreign currency gain (loss) | 691 | (863) |
Fair value adjustment to earnout liabilities | 0 | 296 |
Gain on sale of property and equipment | 126 | 78 |
Debt discount amortization | 240 | 182 |
Share-based compensation expense | 3,847 | 1,967 |
Bad debt expense (recoveries) | 267 | (23) |
Inventory reserve expense | 669 | 551 |
Other | 22 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (17,295) | (39,181) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 10,610 | 9,596 |
Inventories | (5,151) | (4,081) |
Prepaid expense and other current assets | (11,164) | (8,319) |
Deferred charges and other assets | (412) | (306) |
Accounts payable | 13,719 | 6,594 |
Accrued expenses | 1,566 | (2,692) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,060 | 26,005 |
Income taxes payable | 68 | 601 |
Other liabilities | (6,967) | (3,126) |
Net cash provided by (used in) operating activities | 7,891 | (611) |
Cash flows from investing activities: | ||
Acquisitions of property and equipment | (7,233) | (3,919) |
Net cash received (paid) for acquisitions | 422 | (24,142) |
Net cash used in investing activities | (6,811) | (28,061) |
Cash flows from financing activities: | ||
Borrowings on revolving credit lines | 21,700 | 65,300 |
Repayments on revolving credit lines | (23,200) | (33,400) |
Repayments of long-term debt | (5,198) | (1,652) |
Payments on finance leases and financing liability | (458) | (450) |
Deferred consideration paid for acquisitions | (2,050) | (857) |
Earnout payments | (1,672) | 0 |
Proceeds from employee stock purchase plan and exercise of stock options | 418 | 1,156 |
Noncontrolling interest distributions | (1,105) | (599) |
Common stock repurchase | (5,000) | 0 |
Net cash (used in) provided by financing activities | (16,565) | 29,498 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3,049) | 1,141 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (18,534) | 1,967 |
Cash, cash equivalents and restricted cash at beginning of period | 55,448 | 46,585 |
Cash, cash equivalents and restricted cash at end of period | 36,914 | 48,552 |
Cash paid during the period for: | ||
Interest | 6,574 | 5,380 |
Income taxes | $ 3,801 | $ 7,605 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 4,485 | $ 3,724 | $ 5,993 | $ 5,701 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Reporting for Consolid
Basis of Reporting for Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and the results of operations, cash flows and shareholders’ equity for the three and six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2023 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, 2023 as filed with the SEC on March 5, 2024 (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. |
New Financial Accounting Pronou
New Financial Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
New Financial Accounting Pronouncements | 2. New Financial Accounting Pronouncements Accounting Standards Adopted in Fiscal 2024 None. Accounting Standards to be Adopted In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which addresses income tax disclosure requirements, primarily around the disclosure of the rate reconciliation and income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which addresses segment disclosure requirements, primarily the disclosure of significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivable as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Accounts receivable $ 133,556 $ 119,193 Provision for credit losses ( 6,582 ) ( 6,460 ) Total accounts receivable, net $ 126,974 $ 112,733 Accounts receivable, net as of the beginning of the prior year period, or January 1, 2023, were $ 83.1 million. Balances billed but not paid by customers under retainage provisions in contracts within the Condensed Consolidated Balance Sheets amounted to approximately $ 3.9 million and $ 3.2 million as of June 30, 2024 and December 31, 2023, respectively. Retainage receivables on contracts in progress are generally collected within a year or two subsequent to contract completion, and are recorded in either "Accounts receivable, net" or "Deferred charges and other assets" within the Condensed Consolidated Balance Sheets depending on timing of expected collection. Amounts charged to (recovered from) the provision for credit losses was $ 0.7 million and $( 0.1 ) million for the three months ended June 30, 2024 and 2023, respectively, and $ 0.3 million and zero for the six months ended June 30, 2024 and 2023 , respectively. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Text Block [Abstract] | |
Contract Assets and Liabilities | 4. Contract Assets and Liabilities Contract assets and liabilities as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Costs and estimated earnings in excess of billings on uncompleted contracts $ 55,378 $ 66,574 Billings in excess of costs and estimated earnings on uncompleted contracts 59,851 56,899 As of the beginning of the prior year period, or January 1, 2023, costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts were $ 71.0 million and $ 32.7 million, respectively. The contract liabilities recorded in “Accrued expenses” on the Condensed Consolidated Balance Sheets were $ 9.2 million, $ 7.9 million and $ 4.5 million as of June 30, 2024, December 31, 2023 and January 1, 2023, respectively. Approximately 70 % of the Company's contract liabilities as of December 31, 2023 were recognized as revenue in the six months ended June 30, 2024 . |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Raw materials $ 27,869 $ 25,819 Work in process 11,732 9,710 Finished goods 2,905 2,368 Obsolescence allowance ( 4,031 ) ( 3,808 ) Total inventories $ 38,475 $ 34,089 Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $ 0.2 million and $ 0.4 million for the three months ended June 30, 2024 and 2023, respectively, and $ 0.7 million and $ 0.6 million for the six months ended June 30, 2024 and 2023 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill activity for the six months ended June 30, 2024 and the year ended December 31, 2023 was as follows: (in thousands) Six months ended June 30, 2024 Year ended December 31, 2023 Goodwill / Tradename Goodwill Tradename Goodwill Tradename Balance at beginning of period $ 211,326 $ 9,570 $ 183,197 $ 9,508 Acquisitions 110 — 27,152 — Foreign currency translation ( 292 ) ( 48 ) 977 62 Balance at end of period $ 211,144 $ 9,522 $ 211,326 $ 9,570 During the first quarter of 2024, the Company recorded measurement period adjustments related to the acquisition of Kemco Systems Co., LLC ("Kemco"), as discussed in Note 15, resulting in an increase to goodwill. Finite life intangible assets as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 (in thousands) Cost Accum. Amort. Cost Accum. Amort. Technology $ 16,508 $ 14,388 $ 16,517 $ 14,061 Customer lists 103,471 66,721 103,471 63,420 Tradenames 14,094 5,688 14,094 5,001 Foreign currency adjustments ( 1,397 ) ( 207 ) ( 1,083 ) 56 Total intangible assets – finite life $ 132,676 $ 86,590 $ 132,999 $ 82,538 Finite life intangible asset activity for the six months ended June 30, 2024 and 2023 was as follows: Six months ended June 30, (in thousands) 2024 2023 Intangible assets – finite life, net at beginning of period $ 50,461 $ 35,251 Amortization expense ( 4,315 ) ( 3,430 ) Acquisitions — 10,708 Foreign currency adjustments ( 60 ) 370 Intangible assets – finite life, net at end of period $ 46,086 $ 42,899 Amortization expense of finite life intangible assets was $ 2.2 million and $ 1.7 million for the three months ended June 30, 2024 and 2023, respectively, and $ 4.3 million and $ 3.4 million for the six months ended June 30, 2024 and 2023, respectively. Amortization over the next five years for finite life intangibles is expected to be $ 4.3 million for the remainder of 2024, $ 7.6 million in 2025, $ 6.2 million in 2026, $ 6.0 million in 2027, and $ 5.6 million in 2028. The Company completes its goodwill and indefinite life intangible asset impairment assessment annually in the fourth quarter, or more often if circumstances require. 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 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 June 30, 2024, the Company reviewed its previous forecasts and assumptions based on its 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 or six months ended June 30, 2024 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 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 analysis accordingly. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Compensation and related benefits $ 8,854 $ 11,278 Accrued warranty 5,478 5,105 Contract liability 9,197 7,875 Short-term operating lease liability 3,950 4,278 Other 17,257 15,765 Total accrued expenses $ 44,736 $ 44,301 |
Senior Debt
Senior Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Senior Debt | 8. Senior Debt Debt as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Outstanding borrowings under Credit Facility (defined below) quarterly principal installments of $ 550 through September 2,232 through September 2025 and $ 2,977 thereafter with balance due upon Term loan $ 107,959 $ 112,424 Revolving credit facility 15,800 17,300 Total outstanding borrowings under the Credit Facility 123,759 129,724 Outstanding borrowings under the joint venture term debt 8,123 8,855 Unamortized debt discount ( 1,056 ) ( 1,296 ) Total outstanding borrowings 130,826 137,283 Less: current portion ( 10,580 ) ( 10,488 ) Total debt, less current portion $ 120,246 $ 126,795 Scheduled principal payments under the Credit Facility and joint venture term debt are $ 5.3 million for the remainder of 2024, $ 11.3 million in 2025, $ 111.4 million in 2026, $ 3.9 million in 2027, and zero in 2028. Credit Facility As of June 30, 2024 and December 31, 2023, $ 13.2 million and $ 13.3 million of letters of credit were outstanding, respectively. Total unused credit availability, in consideration of borrowing limitations, 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 (the "Credit Facility") was $ 111.0 million and $ 109.4 million at June 30, 2024 and December 31, 2023, respectively. Revolving loans may be borrowed, repaid and reborrowed until December 17, 2026, at which time all outstanding balances of the Credit Facility must be repaid. At the Company’s option, revolving loans and the term loans accrue interest at a per annum rate based on (a) either the highest of (i) the federal funds rate plus 0.5 %, or (ii) the prime lending rate of the Agent (as defined in the Credit Facility), (b) Daily Simple SOFR plus the Daily Simple SOFR Adjustment of 0.11 % plus 1.0%, (c) 1.0%, plus a margin ranging from 1.75 % to 3.25 % depending on the Company’s Consolidated Leverage Ratio, or (d) a one/three/six-month Term SOFR Rate (as defined in the Credit Facility) plus the Term SOFR Adjustment ranging from 0.11 % to 0.43 % p lus 1.75 % to 3 .25 % depending on the Company’s Consolidated Leverage Ratio. Interest on swing line loans is the Base Rate. Interest on Base Rate loans is payable quarterly in arrears on the last day of each calendar quarter and at maturity. Interest on Term SOFR rate loans is payable on the last date of each applicable Interest Period (as defined in the agreement), but in no event less than once every three months and at maturity. The weighted average stated interest rate on outstanding borrowings was 7.88 % and 8.29 % at June 30, 2024 and December 31, 2023, respectively. The effective interest rate was 8.12 % and 7.70 % at June 30, 2024 and December 31, 2023, respectively. Under the terms of the Credit Facility, the Company is required to maintain certain financial covenants, including the maintenance of a Consolidated Net Leverage Ratio (as defined in the Credit Facility). In the third quarter of 2023, the Company entered into an Elevated Ratio Period resulting in a maximum Consolidated Net Leverage Ratio of 4.00 through June 30, 2024, after which time it decreased to 3.50 until the end of the term of the Credit Facility. As of June 30, 2024 and December 31, 2023, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility. Joint Venture Debt On March 7, 2022, the Company's Effox-Flextor-Mader, Inc. joint venture ("EFM JV"), for which the Company holds 63 % of the equity, entered into a loan agreement secured by the assets of the EFM JV in the aggregate principal amount of $ 11.0 million for the acquisition of General Rubber, LLC ("GRC"). As of June 30, 2024 and December 31, 2023, $ 8.1 million and $ 8.9 million was outstanding under the loan, respectively. Principal will be paid back to the lender monthly with the final installment due by February 27, 2027. Interest is accrued at the per annum rate based on EFM JV's choice of the 1/3/6 month Term SOFR rate plus 3.25%, with a floor rate of 3.75%. Interest is paid monthly on the last day of each month. The interest rate at June 30, 2024 and December 31, 2023 was 8.52 % and 8.70 % , respectively. As of June 30, 2024 and December 31, 2023, the EFM JV was in compliance with all related financial and other restrictive covenants under this loan agreement. This loan balance does not impact the Company’s borrowing capacity or the financial covenants under the Credit Facility. As of June 30, 2024, there were $ 16.7 million in current assets, $ 26.1 million in long-lived assets, and $ 30.2 million in total liabilities related to the EFM JV included in the Condensed Consolidated Balance Sheets. As of December 31, 2023 , there were $ 14.5 million in current assets, $ 26.7 million in long-lived assets, and $ 12.5 million in total liabilities related to the EFM JV included in the Consolidated Balance Sheets. For the three months ended June 30, 2024 and 2023, the EFM JV accounted for $ 13.2 million and $ 9.9 million in revenue, respectively, included in the Company's results. For the six months ended June 30, 2024 and 2023, the EFM JV accounted for $ 23.9 million and $ 19.3 million in revenue, respectively, included in the Company's results. Foreign Debt The Company has a number of bank guarantee facilities and bilateral lines of credit in various foreign countries currently supported by cash, letters of credit or pledged assets and collateral under the Credit Facility. In March 2023, the Company amended the Credit Facility, allowing letters of credit and bank guarantee issuances of up to $ 80.0 million from the bilateral lines of cred it secured through pledged assets and collateral under the Credit Facility. As of June 30, 2024 and December 31, 2023, $ 48.3 million and $ 45.8 million in bank guarantees were outstanding, respectively, inclusive of $ 1.9 million and $ 1.3 million in outstanding bank guarantees as of June 30, 2024 and December 31, 2023, respectively, under a Euro-denominated bank guarantee agreement held by a subsidiary of the Company located in the Netherlands and secured by local assets, as well as $ 2.8 million and $ 2.3 million in outstanding bank guarantees as of June 30, 2024 and December 31, 2023 , respectively, under Yuan-denominated bank guarantee agreements held by a subsidiary of the Company located in China and secured by local assets. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 9. Earnings per Share The computational components of basic and diluted earnings per share for the three months ended June 30, 2024 and 2023 are as follows: Three months ended June 30, (in thousands) 2024 2023 Numerator (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 4,485 $ 3,724 Denominator Basic weighted-average shares outstanding 34,918 34,619 Common stock equivalents arising from stock options and restricted stock awards 1,385 525 Diluted weighted-average shares outstanding 36,303 35,144 The computational components of basic and diluted earnings per share for the six months ended June 30, 2024 and 2023 are as follows: Six months ended June 30, (in thousands) 2024 2023 Numerator (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 5,993 $ 5,701 Denominator Basic weighted-average shares outstanding 34,882 34,531 Common stock equivalents arising from stock options and restricted stock awards 1,357 641 Diluted weighted-average shares outstanding 36,239 35,172 Options and restricted stock units included in the computation of diluted earnings per share are calculated using the treasury stock method. For the three months ended June 30, 2024 and 2023, zero and 1.3 million, respectively, and for the six months ended June 30, 2024 and 2023, 0.1 million and 0.7 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 May 10, 2022, the Company's Board of Directors authorized a share repurchase program under which the Company may purchase up to $ 20.0 million of its outstanding shares of common stock through April 30, 2025. The authorization permits the Company to repurchase shares in the open market, through accelerated share repurchases, block trades, Rule 10b5-1 trading plans or through privately negotiated transactions in accordance with applicable laws, rules and regulations. During the three and six months ended June 30, 2024 , the Company repurchased approximately 86,000 and 230,000 shares under the program, respectively, for a cost of $ 2.0 million and $ 5.0 million, respectively. There were no shares repurchased under the program during the three or six months ended June 30, 2023. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 10. 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 $ 2.2 million and $ 1.2 million of share-based compensation related expense during the three months ended June 30, 2024 and 2023, respectively, and $ 3.8 million and $ 2.0 million of share-based compensation related expense during the six months ended June 30, 2024 and 2023, respectively. The Company granted approximately 57,000 and 50,000 restricted stock units during the three months ended June 30, 2024 and 2023, respectively, and approximately 341,000 and 390,000 restricted stock units during the six months ended June 30, 2024 and 2023, respectively. In addition, the Company granted approximately 25,000 and zero stock options during the six months ended June 30, 2024 and 2023 , respectively. No stock options were granted during the three months ended June 30, 2024 and 2023. There were approximately 10,000 and 25,000 options exercised during the three months ended June 30, 2024 and 2023, respectively, for which the Company received $ 0.2 million and $ 0.3 million in cash, respectively, from employees and directors. The intrinsic value of options exercised was $ 0.1 million for each of the three months ended June 30, 2024 and 2023. There were approximately 20,000 and 77,000 options exercised during the six months ended June 30, 2024 and 2023, respectively, for which the Company received $ 0.3 million and $ 0.9 million in cash, respectively, from employees and directors. The intrinsic value of options exercised was $ 0.2 million for each of the six months ended June 30, 2024 and 2023 . |
Pension and Employee Benefit Pl
Pension and Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Pension and Employee Benefit Plans | 11. Pension and Employee Benefit Plans The Company sponsors 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. The Company presents the components of net periodic benefit cost within “Other (expense) income, net” on the Condensed Consolidated Statements of Income. Retirement plan expense is based on valuations performed by plan actuaries as of the beginning of each fiscal year. The components of the pension plan expense consisted of the following: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Interest cost $ 304 $ 318 $ 608 $ 637 Expected return on plan assets ( 304 ) ( 285 ) ( 608 ) ( 571 ) Amortization of net actuarial loss 57 74 113 148 Net periodic benefit cost $ 57 $ 107 $ 113 $ 214 The Company made contributions to its defined benefit plan of $ 0.2 million during the three and six months ended June 30, 2024 . No contributions were made to the plan during the three and six months ended June 30, 2023. For the remainder of 2024, the Company expects to make contributions of $ 0.9 to fund the pension plan. The unfunded liability of the plan of $ 4.0 million and $ 4.1 million as of June 30, 2024 and December 31, 2023 , respectively, is included in “Other liabilities” on the Condensed Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company files income tax returns in various federal, state and local jurisdictions. Tax years from 2018 forward remain open for examination by Federal authorities. Tax years from 2017 forward remain open for all significant s tate and foreign authorities. The Company accounts for uncertain tax positions pursuant to ASC Topic 740, “Income Taxes.” As of June 30, 2024 and December 31, 2023, the liability for uncertain tax positions totaled approximately $ 0.2 million, which is included in “Other liabilities” on the Condensed Consolidated Balance Sheets. The Company recognizes accrued interest related to uncertain tax positions and penalties, if any, in income tax expense within the Condensed Consolidated Statements of Income. 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, the Company intends to repatriate foreign-held cash as needed. The Company records deferred income tax attributable to foreign withholding taxes that would become payable should it decide to repatriate cash held in our foreign operations. As of June 30, 2024 and December 31, 2023, the Company recorded deferred income taxes of approximately $ 0.8 million and $ 0.7 million, respectively, on the undistributed earnings of its foreign subsidiaries. Income tax expense was $ 0.4 million and $ 1.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 1.1 million and $ 1.0 million for the six months ended June 30, 2024 and 2023, respectively. The effective income tax rate for the three months ended June 30, 2024 was 7.4 % compared with 19.8 % for the three months ended June 30, 2023, and the effective income tax rate for the six months ended June 30, 2024 was 13.1 % compared with 13.3 % for the six months ended June 30, 2023. The effective income tax rates for the three and six months ended June 30, 2024 and 2023 differ from the United States federal statutory rate. The Company's effective rate is affected by certain other permanent differences, including state income taxes, non-deductible incentive stock-based compensation and differences in tax rates among jurisdictions in which it operates. Additionally, the Company received a tax indemnification payment of $ 0.5 million, related to a prior year acquisition, in the second quarter of 2024. The Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting published the Pillar Two model rules designed to address the tax challenges arising from the digitalization of the global economy which introduces a 15 % global minimum corporate tax for companies with revenues above € 750 million calculated on a country-by-country basis. On February 1, 2023, the FASB indicated that it believes the minimum tax imposed under Pillar Two is an alternative minimum tax, and, accordingly, deferred tax assets and liabilities associated with the minimum tax would not be recognized or adjusted for the estimated future effects of the minimum tax but would be recognized in the period incurred. Aspects of Pillar Two legislation have been enacted in certain jurisdictions in which the Company operates effective for accounting periods commencing on or after January 1, 2024. However, based on the current revenue threshold, the Company is currently not subject to Pillar Two taxes. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 13. Financial Instruments The Company's financial instruments consist primarily of investments in cash and cash equivalents, receivables and certain other assets, notes payable, foreign debt and accounts payable, which approximate fair value at June 30, 2024 and December 31, 2023, due to their short-term nature or variable, market-driven interest rates. The fair value of the debt issued under the Credit Facility and joint venture term loan was $ 131.9 million and $ 138.6 million at June 30, 2024 and December 31, 2023, respectively. The fair value was determined considering market conditions, the Company's credit worthiness and the current terms of our debt, which is considered Level 2 on the fair value hierarchy. At June 30, 2024 and December 31, 2023, the Company had cash and cash equivalents of $ 36.5 million and $ 54.8 million, respectively, of which $ 28.6 million and $ 38.5 million, respectively, was held outside of the United States, principally in the Netherlands, India, United Kingdom, and China. |
Commitments and Contingencies -
Commitments and Contingencies - Legal Matters | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies - Legal Matters | 14. Commitments and Contingencies Asbestos cases The Company's subsidiary, Met-Pro Technologies LLC (“Met-Pro”), beginning in 2002, has been 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 June 30, 2024 for cases involving asbestos-related claims were $ 6.8 million which together with all legal fees other than corporate counsel expenses have substantially been paid by the Company’s insurers. The average cost per settled claim, excluding legal fees, was approximately $ 33,000 . As of June 30, 2024 and December 31, 2023, the amount recorded within "Accrued expenses" on the Condensed Consolidated Balance Sheets was $ 0.2 million and zero , respectively, related to asbestos litigation. Based upon the most recent information available to the Company regarding such claims, there were a total of 333 cases pending against the Company as of June 30, 2024 with Illinois, New York, Pennsylvania and West Virginia having the largest number of cases, as compared with 313 cases that were pending as of December 31, 2023. During the six months ended June 30, 2024, 94 new cases were filed against the Company, and the Company was dismissed from 50 cases and settled 24 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. The Company records 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. The Company is not aware of any pending claims or assessments, other than as described above, which may have a material adverse impact on its liquidity, financial position, results of operations, or cash flows. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Acquisitions and Joint Ventures | 15. Acquisitions Kemco Systems Co., LLC On August 23, 2023, the Company acquired 100 % of the equity interests of Kemco for $ 24.0 million in cash, which was financed with a draw on the Company’s revolving credit facility. During the three months ended March 31, 2024, the Company received $ 0.4 million from the former owners of Kemco as a working capital adjustment, reducing the purchase price to $ 23.6 million. As additional consideration, the former owners of Kemco are entitled to earnout payments up to $ 4.0 million based upon specified financial results through August 31, 2026, of which $ 1.7 million was paid during the second quarter of 2024. Based on projections at the acquisition date, the Company estimated the fair value of the earnout to be $ 2.2 million, which was subsequently adjusted to $ 2.7 million in the first quarter of 2024. This fair value measurement is based on inputs not observable in the market, which is considered Level 3 on the fair value hierarchy. As of June 30, 2024, the earnout liability recorded in “Accrued expenses” on the Condensed Consolidated Balance Sheets is $ 1.1 million. Kemco designs and manufactures energy and water conservation systems and equipment for applications regarding wastewater reuse and recycle, heat recovery, water heating, and vapor energy. This acquisition advances the Company's position within the North American water and wastewater treatment market within the Engineered Systems segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including accounts receivable of $ 2,328 ) $ 8,902 Property and equipment 341 Right-of-use assets from operating leases 1,602 Intangible - finite life 11,610 Goodwill 11,115 Other assets 16 Total assets acquired 33,586 Current liabilities assumed ( 6,853 ) Other liabilities assumed ( 404 ) Net assets acquired $ 26,329 The Company acquired technology, customer lists and tradename intangible assets valued at $ 1.4 million, $ 8.7 million and $ 1.5 million, respectively. These assets were determined to have useful lives of 7 , 10 and 10 years, respectively. Transcend Solutions On March 31, 2023, the Company acquired 100 % of the equity interests of Transcend Solutions, LLC ("Transcend") for $ 22.4 million, including $ 20.0 million in cash, which was financed with a draw on the Company’s revolving credit facility, $ 2.4 million of deferred cash consideration, consisting of $ 0.4 million of holdback paid within one year and $ 2.0 million of notes payable due in equal installments over two years, of which $ 1.0 million was paid during the first quarter of 2024 . Transcend is a process filtration solution design and manufacturing company with applications in hydrocarbon and chemical processing. This acquisition improves the Company's short-cycle and long-cycle mix and expands the Company's reach into midstream oil and gas, liquified natural gas, hydrocarbon processing, and chemical processing applications within the Engineered Systems segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 52 and accounts receivable of $ 1,493 ) $ 2,614 Property and equipment 1,153 Intangible - finite life 8,930 Goodwill 10,839 Other assets 231 Total assets acquired 23,767 Current liabilities assumed ( 1,203 ) Deferred tax liability ( 168 ) Net assets acquired $ 22,396 The Company acquired technology, customer lists and tradename intangible assets valued at $ 0.6 million, $ 7.6 million and $ 0.7 million, respectively. These assets were determined to have useful lives of 7 , 10 and 10 years, respectively. Malvar Engineering Limited On January 10, 2023, the Company acquired 100 % of the equity interests of Malvar Engineering Limited, including its subsidiaries Arkanum Management Limited and Wakefield Acoustics Limited (collectively, "Wakefield"), for $ 4.1 million in cash, which was financed with a draw on the Company’s revolving credit facility, and $ 0.4 million of deferred cash consideration . As additional consideration, the former owners are entitled to earn-out payments based upon specified financial results through July 31, 2023. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $ 0.6 million. A payment of $ 0.6 million, representing the fully earned amount, was made in the fourth quarter of 2023. Wakefield is a producer of industrial engineered noise control solutions, including custom acoustical gen-set packages, ambient air baffles, acoustical louvres, and skid enclosures, primarily serving server farms for data centers, standby and emergency power generation, oil and gas, petrochemical, commercial construction, infrastructure, and general manufacturing industries. This acquisition advances the Company's position within the industrial silencing and noise attenuation market by adding a range of solutions and access to new geographic markets within the Engineered Systems segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including accounts receivable of $ 2,467 ) $ 3,240 Property and equipment 635 Intangible - finite life 1,778 Goodwill 5,296 Total assets acquired 10,949 Current liabilities assumed ( 4,860 ) Deferred income tax liability ( 961 ) Net assets acquired $ 5,128 The Company acquired customer lists and tradename intangible assets valued at $ 1.5 million and $ 0.3 million, respectively. These assets were determined to have useful lives of 10 years . The Company has finalized the valuation of assets acquired and liabilities assumed related to the acquisition of Wakefield and Transcend. The purchase accounting related to the Kemco acquisition is subject to final adjustment, primarily for the valuation of intangible assets pending final valuation results for such assets and tax balances for the further assessment of the acquiree’s tax positions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as the Company finalizes the valuation of assets acquired and liabilities assumed. These changes could result in material variances in the Company's future financial results, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. Goodwill recognized represents value the Company expects to be created by combining the various operations of the acquired businesses with the Company’s operations, including the expansion into markets within existing business segments, access to new customers and potential cost savings and synergies. Goodwill related to this acquisition is not deductible for tax purposes. The following unaudited pro forma financial information represents the Company’s results of operations as if these acquisitions had occurred at the beginning of the fiscal year prior to the acquisition: Three months ended June 30, Six months ended June 30, (in thousands, except per share data) 2024 2023 2024 2023 Net sales $ 137,522 135,260 $ 263,854 257,455 Net income attributable to CECO Environmental Corp. 4,485 4,292 5,993 7,019 Earnings per share: Basic $ 0.13 $ 0.12 $ 0.17 $ 0.20 Diluted $ 0.12 $ 0.12 $ 0.17 $ 0.20 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 | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Business Segment Information | 16. 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. The results of the segments are reviewed through the “Income from operations” line on the Condensed Consolidated Statements of Income . The Company’s reportable segments are organized as groups of similar products and services, as described as follows: Engineered Systems segment: The Engineered Systems segment serves the power generation, hydrocarbon processing, water/wastewater treatment, oily water separation and treatment, marine and naval vessels, and midstream oil and gas sectors. The Company seeks to address the global demand for environmental and equipment protection solutions with its highly engineered platforms including emissions management, fluid bed cyclones, thermal acoustics, separation and filtration, and dampers and expansion joints. Industrial Process Solutions segment: The Industrial Process Solutions segment serves the broad industrial sector with solutions for air pollution and contamination control, fluid handling, and process filtration in applications such as aluminum beverage can production, automobile production, food and beverage processing, semiconductor fabrication, electronics production, steel and aluminum mill processing, wood manufacturing, desalination, and aquaculture markets. The Company assists customers in maintaining clean and safe operations for employees, reducing energy consumption, minimizing waste for customers, and meeting regulatory standards for toxic emissions, fumes, volatile organic compounds and odor elimination through its platforms including duct fabrication and installation, industrial air, and fluid handling. The financial segment information is as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Net sales (less intra-, inter-segment sales) Engineered Systems segment $ 97,392 $ 87,522 $ 186,741 $ 161,977 Industrial Process Solutions segment 40,130 41,659 77,113 79,767 Total net sales $ 137,522 $ 129,181 $ 263,854 $ 241,744 Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Income from operations Engineered Systems segment $ 19,330 $ 14,089 $ 35,607 $ 23,894 Industrial Process Solutions segment 5,669 4,586 12,769 10,131 Corporate and Other (1) ( 15,742 ) ( 10,072 ) ( 31,433 ) ( 19,961 ) Total income from operations $ 9,257 $ 8,603 $ 16,943 $ 14,064 (1) Includes corporate compensation, professional services, information technology, and other general and administrative corporate expenses. Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Property and equipment additions Engineered Systems segment $ 890 $ 444 $ 2,027 $ 688 Industrial Process Solutions segment 429 312 1,035 1,711 Corporate and Other 2,804 1,406 4,171 1,520 Total property and equipment additions $ 4,123 $ 2,162 $ 7,233 $ 3,919 Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Depreciation and amortization Engineered Systems segment $ 1,814 $ 1,274 $ 3,599 $ 2,486 Industrial Process Solutions segment 1,131 949 2,250 2,107 Corporate and Other 516 542 1,124 1,057 Total depreciation and amortization $ 3,461 $ 2,765 $ 6,973 $ 5,650 (in thousands) June 30, 2024 December 31, 2023 Identifiable assets Engineered Systems segment $ 427,732 $ 432,098 Industrial Process Solutions segment 144,132 147,740 Corporate and Other (2) 26,269 20,453 Total identifiable assets $ 598,133 $ 600,291 (2) Corporate and Other assets consist primarily of cash and income tax related assets. (in thousands) June 30, 2024 December 31, 2023 Goodwill Engineered Systems segment $ 142,058 $ 142,229 Industrial Process Solutions segment 69,086 69,097 Total goodwill $ 211,144 $ 211,326 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 follows: Three months ended June 30, 2024 Less Inter-Segment Sales (in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 102,141 $ ( 4,553 ) $ ( 196 ) $ — $ 97,392 Industrial Process Solutions segment 44,673 ( 4,440 ) — ( 103 ) 40,130 Total net sales $ 146,814 $ ( 8,993 ) $ ( 196 ) $ ( 103 ) $ 137,522 Three months ended June 30, 2023 Less Inter-Segment Sales (in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 95,880 $ ( 7,995 ) $ ( 363 ) $ — $ 87,522 Industrial Process Solutions segment 44,641 ( 2,806 ) — ( 176 ) 41,659 Total net sales $ 140,521 $ ( 10,801 ) $ ( 363 ) $ ( 176 ) $ 129,181 Six months ended June 30, 2024 Less Inter-Segment Sales (in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 194,659 $ ( 7,635 ) $ ( 283 ) $ — $ 186,741 Industrial Process Solutions segment 84,252 ( 6,975 ) — ( 164 ) 77,113 Total net sales $ 278,911 $ ( 14,610 ) $ ( 283 ) $ ( 164 ) $ 263,854 Six months ended June 30, 2023 Less Inter-Segment Sales (in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 171,970 $ ( 9,533 ) $ ( 460 ) $ — $ 161,977 Industrial Process Solutions segment 83,682 ( 3,641 ) — ( 274 ) 79,767 Total net sales $ 255,652 $ ( 13,174 ) $ ( 460 ) $ ( 274 ) $ 241,744 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On July 29, 2024, the Company completed its acquisition of EnviroCare International (“EnviroCare"), based in American Canyon, California. EnviroCare is a leading, international designer and provider of industrial exhaust air contamination treatment and control systems, solutions and services across a wide range of industrial and municipal applications. This acquisition advances the Company's leadership position within the industrial processing solutions segment by adding a range of solutions and access to new geographic markets and industrial segments. The purchase price was approximately $ 17 million and financed using a combination of cash on the balance sheet and borrowings under the Company’s existing Credit Facility. The impact of this acquisition is not included in the Company's results for the three or six months ended June 30, 2024. The initial accounting for the acquisition was not complete at the time the financial statements were issued due to the timing of the acquisition and the filing of this Quarterly Report on Form 10-Q. As a result, complete disclosures as required under ASC 805, Business Combinations cannot be made at this time. |
New Financial Accounting Pron_2
New Financial Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards Adopted in Fiscal 2024 | Accounting Standards Adopted in Fiscal 2024 None. |
Accounting Standards to be Adopted | Accounting Standards to be Adopted In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which addresses income tax disclosure requirements, primarily around the disclosure of the rate reconciliation and income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which addresses segment disclosure requirements, primarily the disclosure of significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Accounts receivable as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Accounts receivable $ 133,556 $ 119,193 Provision for credit losses ( 6,582 ) ( 6,460 ) Total accounts receivable, net $ 126,974 $ 112,733 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Table Text Block [Abstract] | |
Summary of Contract Assets and Liabilities | Contract assets and liabilities as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Costs and estimated earnings in excess of billings on uncompleted contracts $ 55,378 $ 66,574 Billings in excess of costs and estimated earnings on uncompleted contracts 59,851 56,899 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Raw materials $ 27,869 $ 25,819 Work in process 11,732 9,710 Finished goods 2,905 2,368 Obsolescence allowance ( 4,031 ) ( 3,808 ) Total inventories $ 38,475 $ 34,089 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill / Tradename | Goodwill activity for the six months ended June 30, 2024 and the year ended December 31, 2023 was as follows: (in thousands) Six months ended June 30, 2024 Year ended December 31, 2023 Goodwill / Tradename Goodwill Tradename Goodwill Tradename Balance at beginning of period $ 211,326 $ 9,570 $ 183,197 $ 9,508 Acquisitions 110 — 27,152 — Foreign currency translation ( 292 ) ( 48 ) 977 62 Balance at end of period $ 211,144 $ 9,522 $ 211,326 $ 9,570 |
Intangible Assets - Finite Life | Finite life intangible assets as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 (in thousands) Cost Accum. Amort. Cost Accum. Amort. Technology $ 16,508 $ 14,388 $ 16,517 $ 14,061 Customer lists 103,471 66,721 103,471 63,420 Tradenames 14,094 5,688 14,094 5,001 Foreign currency adjustments ( 1,397 ) ( 207 ) ( 1,083 ) 56 Total intangible assets – finite life $ 132,676 $ 86,590 $ 132,999 $ 82,538 |
Summary of Finite Lived Intangible Assets Activities | Finite life intangible asset activity for the six months ended June 30, 2024 and 2023 was as follows: Six months ended June 30, (in thousands) 2024 2023 Intangible assets – finite life, net at beginning of period $ 50,461 $ 35,251 Amortization expense ( 4,315 ) ( 3,430 ) Acquisitions — 10,708 Foreign currency adjustments ( 60 ) 370 Intangible assets – finite life, net at end of period $ 46,086 $ 42,899 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Compensation and related benefits $ 8,854 $ 11,278 Accrued warranty 5,478 5,105 Contract liability 9,197 7,875 Short-term operating lease liability 3,950 4,278 Other 17,257 15,765 Total accrued expenses $ 44,736 $ 44,301 |
Senior Debt (Tables)
Senior Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Outstanding borrowings under Credit Facility (defined below) quarterly principal installments of $ 550 through September 2,232 through September 2025 and $ 2,977 thereafter with balance due upon Term loan $ 107,959 $ 112,424 Revolving credit facility 15,800 17,300 Total outstanding borrowings under the Credit Facility 123,759 129,724 Outstanding borrowings under the joint venture term debt 8,123 8,855 Unamortized debt discount ( 1,056 ) ( 1,296 ) Total outstanding borrowings 130,826 137,283 Less: current portion ( 10,580 ) ( 10,488 ) Total debt, less current portion $ 120,246 $ 126,795 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 months ended June 30, 2024 and 2023 are as follows: Three months ended June 30, (in thousands) 2024 2023 Numerator (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 4,485 $ 3,724 Denominator Basic weighted-average shares outstanding 34,918 34,619 Common stock equivalents arising from stock options and restricted stock awards 1,385 525 Diluted weighted-average shares outstanding 36,303 35,144 The computational components of basic and diluted earnings per share for the six months ended June 30, 2024 and 2023 are as follows: Six months ended June 30, (in thousands) 2024 2023 Numerator (for basic and diluted earnings per share) Net income attributable to CECO Environmental Corp. $ 5,993 $ 5,701 Denominator Basic weighted-average shares outstanding 34,882 34,531 Common stock equivalents arising from stock options and restricted stock awards 1,357 641 Diluted weighted-average shares outstanding 36,239 35,172 |
Pension and Employee Benefit _2
Pension and Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Components of Pension and Employee Benefit Expenses | Retirement plan expense is based on valuations performed by plan actuaries as of the beginning of each fiscal year. The components of the pension plan expense consisted of the following: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Interest cost $ 304 $ 318 $ 608 $ 637 Expected return on plan assets ( 304 ) ( 285 ) ( 608 ) ( 571 ) Amortization of net actuarial loss 57 74 113 148 Net periodic benefit cost $ 57 $ 107 $ 113 $ 214 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
General Rubber LLC [Member] | |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information represents the Company’s results of operations as if these acquisitions had occurred at the beginning of the fiscal year prior to the acquisition: Three months ended June 30, Six months ended June 30, (in thousands, except per share data) 2024 2023 2024 2023 Net sales $ 137,522 135,260 $ 263,854 257,455 Net income attributable to CECO Environmental Corp. 4,485 4,292 5,993 7,019 Earnings per share: Basic $ 0.13 $ 0.12 $ 0.17 $ 0.20 Diluted $ 0.12 $ 0.12 $ 0.17 $ 0.20 |
Kemco Systems Co Llc [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including accounts receivable of $ 2,328 ) $ 8,902 Property and equipment 341 Right-of-use assets from operating leases 1,602 Intangible - finite life 11,610 Goodwill 11,115 Other assets 16 Total assets acquired 33,586 Current liabilities assumed ( 6,853 ) Other liabilities assumed ( 404 ) Net assets acquired $ 26,329 |
Malvar Engineering Limited [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including accounts receivable of $ 2,467 ) $ 3,240 Property and equipment 635 Intangible - finite life 1,778 Goodwill 5,296 Total assets acquired 10,949 Current liabilities assumed ( 4,860 ) Deferred income tax liability ( 961 ) Net assets acquired $ 5,128 |
Transcend Solution [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing. (in thousands) Current assets (including cash of $ 52 and accounts receivable of $ 1,493 ) $ 2,614 Property and equipment 1,153 Intangible - finite life 8,930 Goodwill 10,839 Other assets 231 Total assets acquired 23,767 Current liabilities assumed ( 1,203 ) Deferred tax liability ( 168 ) Net assets acquired $ 22,396 |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Net Sales and Income from Operation by Business Segment | The financial segment information is as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Net sales (less intra-, inter-segment sales) Engineered Systems segment $ 97,392 $ 87,522 $ 186,741 $ 161,977 Industrial Process Solutions segment 40,130 41,659 77,113 79,767 Total net sales $ 137,522 $ 129,181 $ 263,854 $ 241,744 Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Income from operations Engineered Systems segment $ 19,330 $ 14,089 $ 35,607 $ 23,894 Industrial Process Solutions segment 5,669 4,586 12,769 10,131 Corporate and Other (1) ( 15,742 ) ( 10,072 ) ( 31,433 ) ( 19,961 ) Total income from operations $ 9,257 $ 8,603 $ 16,943 $ 14,064 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 June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Property and equipment additions Engineered Systems segment $ 890 $ 444 $ 2,027 $ 688 Industrial Process Solutions segment 429 312 1,035 1,711 Corporate and Other 2,804 1,406 4,171 1,520 Total property and equipment additions $ 4,123 $ 2,162 $ 7,233 $ 3,919 Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Depreciation and amortization Engineered Systems segment $ 1,814 $ 1,274 $ 3,599 $ 2,486 Industrial Process Solutions segment 1,131 949 2,250 2,107 Corporate and Other 516 542 1,124 1,057 Total depreciation and amortization $ 3,461 $ 2,765 $ 6,973 $ 5,650 (in thousands) June 30, 2024 December 31, 2023 Identifiable assets Engineered Systems segment $ 427,732 $ 432,098 Industrial Process Solutions segment 144,132 147,740 Corporate and Other (2) 26,269 20,453 Total identifiable assets $ 598,133 $ 600,291 (2) Corporate and Other assets consist primarily of cash and income tax related assets. |
Goodwill | (in thousands) June 30, 2024 December 31, 2023 Goodwill Engineered Systems segment $ 142,058 $ 142,229 Industrial Process Solutions segment 69,086 69,097 Total goodwill $ 211,144 $ 211,326 |
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 follows: Three months ended June 30, 2024 Less Inter-Segment Sales (in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 102,141 $ ( 4,553 ) $ ( 196 ) $ — $ 97,392 Industrial Process Solutions segment 44,673 ( 4,440 ) — ( 103 ) 40,130 Total net sales $ 146,814 $ ( 8,993 ) $ ( 196 ) $ ( 103 ) $ 137,522 Three months ended June 30, 2023 Less Inter-Segment Sales (in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 95,880 $ ( 7,995 ) $ ( 363 ) $ — $ 87,522 Industrial Process Solutions segment 44,641 ( 2,806 ) — ( 176 ) 41,659 Total net sales $ 140,521 $ ( 10,801 ) $ ( 363 ) $ ( 176 ) $ 129,181 Six months ended June 30, 2024 Less Inter-Segment Sales (in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 194,659 $ ( 7,635 ) $ ( 283 ) $ — $ 186,741 Industrial Process Solutions segment 84,252 ( 6,975 ) — ( 164 ) 77,113 Total net sales $ 278,911 $ ( 14,610 ) $ ( 283 ) $ ( 164 ) $ 263,854 Six months ended June 30, 2023 Less Inter-Segment Sales (in thousands) Total Intra- Industrial Process Solutions Engineered Systems Net Sales to Net sales Engineered Systems segment $ 171,970 $ ( 9,533 ) $ ( 460 ) $ — $ 161,977 Industrial Process Solutions segment 83,682 ( 3,641 ) — ( 274 ) 79,767 Total net sales $ 255,652 $ ( 13,174 ) $ ( 460 ) $ ( 274 ) $ 241,744 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jan. 01, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | $ 133,556 | $ 119,193 | |
Provision for credit losses | (6,582) | (6,460) | |
Total accounts receivable, net | $ 126,974 | $ 112,733 | $ 83,100 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Receivables [Abstract] | ||||||
Amount billed but not received under retainage provisions in contracts | $ 3,900 | $ 3,900 | $ 3,200 | |||
Accounts receivable, net allowances | 126,974 | 126,974 | $ 112,733 | $ 83,100 | ||
Provision for credit losses | $ 700 | $ (100) | $ 300 | $ 0 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jan. 01, 2023 |
Contract with Customer, Asset, after Allowance for Credit Loss, Current [Abstract] | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 55,378 | $ 66,574 | $ 71,000 |
Billings in excess of costs and estimated earnings on uncompleted contracts | $ 59,851 | $ 56,899 | $ 32,700 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities (Additional Information) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Jan. 01, 2023 | |
Contract Assets and Liabilities [Line Items] | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 55,378 | $ 66,574 | $ 71,000 |
Billings in excess of costs and estimated earnings on uncompleted contracts | $ 59,851 | 56,899 | 32,700 |
Contract Liabilities Recognized As Revenue | 70% | ||
Accrued Liabilities [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Accrued expenses | $ 9,200 | $ 7,900 | $ 4,500 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory, Net [Abstract] | ||
Raw materials | $ 27,869 | $ 25,819 |
Work in process | 11,732 | 9,710 |
Finished goods | 2,905 | 2,368 |
Obsolescence allowance | (4,031) | (3,808) |
Total inventories | $ 38,475 | $ 34,089 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | ||||
Amounts credited to the allowance for obsolete inventory | $ 0.2 | $ 0.4 | $ 0.7 | $ 0.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 211,326 | $ 183,197 |
Goodwill, Acquisitions | 110 | 27,152 |
Goodwill, foreign currency translation | (292) | 977 |
Goodwill, ending balance | 211,144 | 211,326 |
Tradename, beginning balance | 9,570 | 9,508 |
Tradename, Acquisitions | 0 | 0 |
Tradename, foreign currency translation | (48) | 62 |
Tradename, ending balance | $ 9,522 | $ 9,570 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets - Finite Life (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 132,676 | $ 132,999 |
Accumulated Amortization | 86,590 | 82,538 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 16,508 | 16,517 |
Accumulated Amortization | 14,388 | 14,061 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 103,471 | 103,471 |
Accumulated Amortization | 66,721 | 63,420 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 14,094 | 14,094 |
Accumulated Amortization | 5,688 | 5,001 |
Foreign Currency Adjustments [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | (1,397) | (1,083) |
Accumulated Amortization | $ (207) | $ 56 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite Lived Intangible Assets Amortization Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets – finite life, net at beginning of period | $ 50,461 | $ 35,251 | ||
Amortization expense | $ (2,200) | $ (1,700) | (4,315) | (3,430) |
Acquisition | 0 | 10,708 | ||
Foreign currency adjustments | (60) | 370 | ||
Intangible assets – finite life, net at end of period | $ 46,086 | $ 42,899 | $ 46,086 | $ 42,899 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Amortization expense of finite life intangible assets | $ 2,200 | $ 1,700 | $ 4,315 | $ 3,430 |
Amortization expense of finite life intangibles for 2024 | 4,300 | 4,300 | ||
Amortization expense of finite life intangibles for 2025 | 7,600 | 7,600 | ||
Amortization expense of finite life intangibles for 2026 | 6,200 | 6,200 | ||
Amortization expense of finite life intangibles for 2027 | 6,000 | 6,000 | ||
Amortization expense of finite life intangibles for 2028 | $ 5,600 | $ 5,600 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Compensation and related benefits | $ 8,854 | $ 11,278 |
Accrued warranty | 5,478 | 5,105 |
Contract liability | 9,197 | 7,875 |
Short-term operating lease liability | 3,950 | 4,278 |
Other | 17,257 | 15,765 |
Total accrued expenses | $ 44,736 | $ 44,301 |
Senior Debt - Summary of Debt (
Senior Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total outstanding borrowings under the Credit Facility | $ 130,826 | $ 137,283 |
Less: current portion | (10,580) | (10,488) |
Total debt, less current portion | 120,246 | 126,795 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings under the Credit Facility | 107,959 | 112,424 |
Revolving Credit Loan [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 15,800 | 17,300 |
Senior Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings under the Credit Facility | 123,759 | 129,724 |
Line Of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding borrowing under the joint venture term debt | 8,123 | 8,855 |
Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount | $ (1,056) | $ (1,296) |
Senior Debt - Summary of Debt_2
Senior Debt - Summary of Debt (Parenthetical) (Detail) - Term Loan [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Debt Instrument [Line Items] | |
Frequency of periodic payment | quarterly |
Debt Instrument, Redemption, Through September 2025 [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | $ 2,232 |
Debt Instrument, Redemption, Through June 2023 [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | 550 |
Debt Instrument, Redemption, Thereafter [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | $ 2,977 |
Senior Debt - Additional Inform
Senior Debt - Additional Information (Detail) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 07, 2022 USD ($) | |
Line Of Credit Facility [Line Items] | ||||||||
Credit facility principal payments 2023 | $ 5,300 | $ 5,300 | ||||||
Credit facility principal payments 2024 | 11,300 | 11,300 | ||||||
Credit facility principal payments 2025 | 111,400 | 111,400 | ||||||
Credit facility principal payments 2026 | 3,900 | 3,900 | ||||||
Credit facility principal payments 2027 | $ 0 | $ 0 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.12% | 8.12% | 7.70% | |||||
Weighted average interest rate on outstanding borrowings | 7.88% | 7.88% | 8.29% | |||||
Assets Current | $ 281,370 | $ 281,370 | $ 281,437 | |||||
Liabilities | $ 358,321 | $ 358,321 | $ 362,800 | |||||
Revenues | € | € 750 | |||||||
EFM JV [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Weighted average interest rate on outstanding borrowings | 8.52% | 8.52% | 8.70% | |||||
Assets Current | $ 16,700 | $ 16,700 | $ 14,500 | |||||
Assets, Noncurrent | 26,100 | 26,100 | 26,700 | |||||
Liabilities | 30,200 | 30,200 | 12,500 | |||||
Revenues | 13,200 | $ 9,900 | 23,900 | $ 19,300 | ||||
Credit Agreement [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Unused credit availability under credit facility | $ 111,000 | $ 111,000 | 109,400 | |||||
Credit Agreement [Member] | EFM JV [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Secured Debt | $ 11,000 | |||||||
Subsidiary, Ownership Percentage, Parent | 63% | |||||||
Federal Funds Rate [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | 0.50% | ||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.11% | 0.11% | ||||||
Minimum [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Maximum consolidated leverage ratio | 3.50% | 3.50% | ||||||
Minimum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Maximum consolidated leverage ratio | 1.75% | 1.75% | ||||||
Minimum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Credit Agreement [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.11% | 0.11% | ||||||
Minimum [Member] | Base Rate [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.75% | ||||||
Maximum [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Maximum consolidated leverage ratio | 4% | 4% | ||||||
Maximum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Maximum consolidated leverage ratio | 0.25% | 0.25% | ||||||
Maximum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Credit Agreement [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.43% | 0.43% | ||||||
Maximum [Member] | Base Rate [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.25% | 3.25% | ||||||
Letters of Credit [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Aggregate principal amount outstanding under the credit facilities | $ 13,200 | $ 13,200 | 13,300 | |||||
Letters of Credit [Member] | EFM JV [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Aggregate principal amount outstanding under the credit facilities | 8,100 | 8,100 | 8,900 | |||||
Bank Guarantees [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Bank guarantee issuance under bilateral lines and collateral | $ 80,000 | |||||||
Bank guarantee agreement outstanding amount | 48,300 | 48,300 | 45,800 | |||||
Bank Guarantees [Member] | Euro Denominated Bank Guarantee [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Bank guarantee agreement outstanding amount | 1,900 | 1,900 | 1,300 | |||||
Netherlands Facility [Member] | Euro Denominated Bank Guarantee [Member] | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Bank guarantee agreement outstanding amount | $ 2,800 | $ 2,800 | $ 2,300 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net Income (Loss) | $ 4,485 | $ 3,724 | $ 5,993 | $ 5,701 |
Denominator | ||||
Basic weighted-average shares outstanding | 34,918,412 | 34,619,216 | 34,881,625 | 34,531,050 |
Common stock equivalents arising from stock options and restricted stock awards | 1,385,000 | 525,000 | 1,357,000 | 641,000 |
Diluted weighted-average shares outstanding | 36,302,664 | 35,143,782 | 36,239,331 | 35,171,727 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 10, 2022 | |
Earnings And Dividends Per Share [Abstract] | ||||||
Anti-dilutive options and restricted stock units outstanding | 0 | 1,300,000 | 100,000 | 700,000 | ||
Purchase of outstanding shares of common stock | $ 20,000 | |||||
Repurchase of common stock (in shares) | 86,000 | 0 | 230,000 | 0 | ||
Repurchase of common stock | $ 2,000 | $ 3,001 | $ 5,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized share-based compensation awards | $ 2.2 | $ 1.2 | $ 3.8 | $ 2 |
Option exercised, intrinsic value | 0.2 | 0.2 | ||
Non-Employee Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash received from employee stock option exercised | $ 0.2 | $ 0.3 | $ 0.3 | $ 0.9 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 10,000 | 25,000 | 20,000 | 77,000 |
Option exercised, intrinsic value | $ 0.1 | $ 0.1 | ||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of restricted stock awards granted | 57,000 | 50,000 | 341,000 | 390,000 |
Number of Options, Granted | 0 | 0 | 25,000 | 0 |
Pension and Employee Benefit _3
Pension and Employee Benefit Plans - Components of Pension and Employee Benefit Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost | $ 57 | $ 107 | $ 113 | $ 214 |
Health Care Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 304 | 318 | 608 | 637 |
Expected return on plan assets | (304) | (285) | (608) | (571) |
Amortization of net actuarial loss | $ 57 | $ 74 | $ 113 | $ 148 |
Pension and Employee Benefit _4
Pension and Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |||||
Defined benefit plan contributions | $ 0.2 | $ 0 | $ 0.2 | $ 0 | |
Payment for Pension Benefits | 0.9 | ||||
Unfunded liability plans | $ 4 | $ 4 | $ 4.1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Income Taxes [Line Items] | ||||||
Liability for uncertain tax positions | $ 200 | $ 200 | $ 200 | |||
Income tax expense | 394 | $ 984 | $ 1,062 | $ 993 | ||
Tax indemnification received | $ 500 | |||||
Effective income tax rate | 7.40% | 19.80% | 13.10% | 13.10% | 13.30% | |
Effective Income Tax Rate Reconciliation, Tax Settlement, Foreign, Percent | 15% | 15% | ||||
Revenues | € | € 750 | |||||
Foreign Subsidiaries [Member] | ||||||
Income Taxes [Line Items] | ||||||
Deferred income taxes on undistributed earnings | $ 800 | $ 700 | ||||
Federal Authorities [Member] | ||||||
Income Taxes [Line Items] | ||||||
Open tax years | 2018 | 2018 | ||||
State and Foreign Authorities [Member] | ||||||
Income Taxes [Line Items] | ||||||
Open tax years | 2017 | 2017 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Of Financial Instruments [Line Items] | ||
Cash and cash equivalents | $ 36,523 | $ 54,779 |
Cash held outside United States, principally in Netherlands, United Kingdom, China, and Canada | 28,600 | 38,500 |
Credit Facility [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Fair value of debt issued | $ 131,900 | $ 138,600 |
Commitments and Contingencies_2
Commitments and Contingencies - Legal Matters - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2024 USD ($) Case | Dec. 31, 2023 USD ($) | |
Other Commitments [Line Items] | ||
Cumulative settlement payments for cases involving asbestos-related claims | $ 6,800,000 | |
Average cost per settled claim excluding legal fees | $ 33,000 | |
Number of claims pending | Case | 313 | |
Assessment regarding Loss contingency impact Description | not aware of any pending claims or assessments, other than as described above, which may have a material adverse impact on its liquidity, financial position, results of operations, or cash flows. | |
Accrued expenses | $ 44,736,000 | $ 44,301,000 |
Asbestos Issue [Member] | ||
Other Commitments [Line Items] | ||
Accrued expenses | $ 200,000 | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Aug. 23, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | Jun. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jan. 10, 2023 USD ($) | |
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Earn out, Fair value | $ 2,700 | |||||||||
Assets Current | $ 281,370 | $ 281,370 | $ 281,437 | |||||||
Liabilities | 358,321 | 358,321 | $ 362,800 | |||||||
Revenues | € | € 750 | |||||||||
Pre tax loss | 5,324 | $ 4,974 | 8,084 | $ 7,453 | ||||||
Revolving Credit Facility [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Deferred cash consideration | $ 2,400 | |||||||||
Malvar Engineering Limited [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 4,100 | |||||||||
Earn out, Fair value | 600 | |||||||||
Accounts payable and accrued expenses | 600 | |||||||||
Deferred cash consideration | 400 | |||||||||
Net assets acquired | $ 5,128 | |||||||||
Malvar Engineering Limited [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | 1,500 | 1,500 | ||||||||
Kemco Systems Co Llc [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 24,000 | |||||||||
Company Received Working Capital | 400 | |||||||||
Purchase Price | 23,600 | |||||||||
Installments Paid | 1,700 | |||||||||
additional consideration | 4,000 | |||||||||
Earn out, Fair value | 2,200 | |||||||||
Accounts payable and accrued expenses | 1,100 | 1,100 | ||||||||
Net assets acquired | $ 26,329 | |||||||||
Kemco Systems Co Llc [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 8,700 | $ 8,700 | ||||||||
Intangible assets, Useful Life | 10 years | 10 years | ||||||||
Kemco Systems Co Llc [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 1,500 | $ 1,500 | ||||||||
Intangible assets, Useful Life | 10 years | 10 years | ||||||||
Kemco Systems Co Llc [Member] | Technology [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 1,400 | $ 1,400 | ||||||||
Intangible assets, Useful Life | 7 years | 7 years | ||||||||
Transcend Solution [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquisition of equity | 100% | |||||||||
Contingent consideration | $ 20,000 | |||||||||
Holdback Payble | 400 | |||||||||
Notes Payable | 2,000 | |||||||||
Installments Paid | 1,000 | |||||||||
Deferred cash consideration | 22,400 | |||||||||
Net assets acquired | $ 22,396 | |||||||||
Transcend Solution [Member] | Customer Lists [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Intangible assets, Useful Life | 10 years | 10 years | ||||||||
Net assets acquired | $ 7,600 | $ 7,600 | ||||||||
Transcend Solution [Member] | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Intangible assets, Useful Life | 10 years | 10 years | ||||||||
Net assets acquired | $ 700 | $ 700 | ||||||||
Transcend Solution [Member] | Technology [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Intangible assets, Useful Life | 7 years | 7 years | ||||||||
Net assets acquired | $ 600 | $ 600 | ||||||||
General Rubber LLC [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Gain (Loss) on Sales of Loans, Net | 137,522 | $ 135,260 | 263,854 | $ 257,455 | ||||||
DS21 Co., Ltd. | Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Acquired intangible assets | $ 300 | $ 300 | ||||||||
DS21 Co., Ltd. | Customer Lists and Tradename [Member] | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Intangible assets, Useful Life | 10 years | 10 years |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 23, 2023 | Mar. 31, 2023 | Jan. 10, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||||
Right-of-use assets from operating leases | $ 14,137 | $ 16,256 | ||||
Goodwill | $ 211,144 | $ 211,326 | $ 183,197 | |||
Kemco Systems Co Llc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | $ 8,902 | |||||
Property and equipment | 341 | |||||
Right-of-use assets from operating leases | 1,602 | |||||
Intangible - finite life | 11,610 | |||||
Goodwill | 11,115 | |||||
Other Assets | 16 | |||||
Total assets acquired | 33,586 | |||||
Current liabilities assumed | (6,853) | |||||
Other liabilities Assumed | (404) | |||||
Net assets acquired | $ 26,329 | |||||
Transcend Solution [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | $ 2,614 | |||||
Property and equipment | 1,153 | |||||
Intangible - finite life | 8,930 | |||||
Goodwill | 10,839 | |||||
Other Assets | 231 | |||||
Total assets acquired | 23,767 | |||||
Current liabilities assumed | (1,203) | |||||
Deferred tax liability | (168) | |||||
Net assets acquired | $ 22,396 | |||||
Malvar Engineering Limited [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | $ 3,240 | |||||
Property and equipment | 635 | |||||
Intangible - finite life | 1,778 | |||||
Goodwill | 5,296 | |||||
Total assets acquired | 10,949 | |||||
Current liabilities assumed | (4,860) | |||||
Deferred tax liability | (961) | |||||
Net assets acquired | $ 5,128 |
Acquisitions - Schedule of Es_2
Acquisitions - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||||
Aug. 23, 2023 | Mar. 31, 2023 | Jan. 10, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | |||||
Accounts Receivable, Net Current Assets | $ 17,295 | $ 39,181 | |||
Kemco Systems Co Llc [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts Receivable, Net Current Assets | $ 2,328 | $ 1,493 | |||
Malvar Engineering Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts Receivable, Net Current Assets | $ 2,467 | ||||
Transcend Solution [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash, Current assets | $ 52 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Financial Information (Details) - General Rubber LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 137,522 | $ 135,260 | $ 263,854 | $ 257,455 |
Net income attributable to CECO Environmental Corp. | $ 4,485 | $ 4,292 | $ 5,993 | $ 7,019 |
Earnings per share: | ||||
Basic | $ 0.13 | $ 0.12 | $ 0.17 | $ 0.2 |
Diluted | $ 0.12 | $ 0.12 | $ 0.17 | $ 0.2 |
Business Segment Information -
Business Segment Information - Net Sales and Income from Operation by Business Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 137,522 | $ 129,181 | $ 263,854 | $ 241,744 | |
Income from operations | 9,257 | 8,603 | 16,943 | 14,064 | |
Engineered Systems Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 97,392 | 87,522 | 186,741 | 161,977 | |
Income from operations | 19,330 | 14,089 | 35,607 | 23,894 | |
Industrial Process Solutions Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 40,130 | 41,659 | 77,113 | 79,767 | |
Income from operations | 5,669 | 4,586 | 12,769 | 10,131 | |
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income from operations | [1] | $ (15,742) | $ (10,072) | $ (31,433) | $ (19,961) |
[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 | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | ||
Segment Reporting Information [Line Items] | ||||||
Property and equipment additions | $ 4,123 | $ 2,162 | $ 7,233 | $ 3,919 | ||
Depreciation and amortization | 3,461 | 2,765 | 6,973 | 5,650 | ||
Identifiable assets | 598,133 | 598,133 | $ 600,291 | |||
Engineered Systems Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Property and equipment additions | 890 | 444 | 2,027 | 688 | ||
Depreciation and amortization | 1,814 | 1,274 | 3,599 | 2,486 | ||
Identifiable assets | 427,732 | 427,732 | 432,098 | |||
Industrial Process Solutions Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Property and equipment additions | 429 | 312 | 1,035 | 1,711 | ||
Depreciation and amortization | 1,131 | 949 | 2,250 | 2,107 | ||
Identifiable assets | 144,132 | 144,132 | 147,740 | |||
Corporate and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Property and equipment additions | 2,804 | 1,406 | 4,171 | 1,520 | ||
Depreciation and amortization | 516 | $ 542 | 1,124 | $ 1,057 | ||
Identifiable assets | [1] | $ 26,269 | $ 26,269 | $ 20,453 | ||
[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 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 211,144 | $ 211,326 | $ 183,197 |
Engineered Systems Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 142,058 | 142,229 | |
Industrial Process Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 69,086 | $ 69,097 |
Business Segment Information _4
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 137,522 | $ 129,181 | $ 263,854 | $ 241,744 |
Engineered Systems Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 97,392 | 87,522 | 186,741 | 161,977 |
Industrial Process Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 40,130 | 41,659 | 77,113 | 79,767 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 146,814 | 140,521 | 278,911 | 255,652 |
Operating Segments [Member] | Intra-Segment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (8,993) | (10,801) | (14,610) | (13,174) |
Operating Segments [Member] | Engineered Systems Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 102,141 | 95,880 | 194,659 | 171,970 |
Operating Segments [Member] | Engineered Systems Segment [Member] | Intra-Segment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (4,553) | (7,995) | (7,635) | (9,533) |
Operating Segments [Member] | Industrial Process Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 44,673 | 44,641 | 84,252 | 83,682 |
Operating Segments [Member] | Industrial Process Solutions Segment [Member] | Intra-Segment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (4,440) | (2,806) | (6,975) | (3,641) |
Inter-Segment Elimination [Member] | Engineered Systems Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (103) | (176) | (164) | (274) |
Inter-Segment Elimination [Member] | Industrial Process Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ (196) | $ (363) | $ (283) | $ (460) |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) $ in Millions | Jul. 29, 2024 USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Purchase Price | $ 17 |