Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CECE | ||
Entity Registrant Name | CECO ENVIRONMENTAL CORP | ||
Entity Central Index Key | 3,197 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 34,979,895 | ||
Entity Public Float | $ 162.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 43,676 | $ 29,902 |
Restricted cash | 762 | 591 |
Accounts receivable, net | 53,225 | 67,990 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 29,694 | 33,947 |
Inventories, net | 20,817 | 20,969 |
Prepaid expenses and other current assets | 10,117 | 10,760 |
Prepaid income taxes | 1,388 | 1,930 |
Assets held for sale | 1,186 | 7,853 |
Total current assets | 160,865 | 173,942 |
Property, plant and equipment, net | 22,200 | 23,400 |
Goodwill | 152,156 | 166,951 |
Intangible assets – finite life, net | 35,959 | 49,956 |
Intangible assets – indefinite life | 18,258 | 19,691 |
Deferred charges and other assets | 3,144 | 4,609 |
Total assets | 392,582 | 438,549 |
Current liabilities: | ||
Current portion of debt | 11,296 | |
Accounts payable and accrued expenses | 80,229 | 70,786 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 20,144 | 20,469 |
Note payable | 1,700 | 5,300 |
Income taxes payable | 1,813 | |
Total current liabilities | 103,886 | 107,851 |
Other liabilities | 26,925 | 30,382 |
Debt, less current portion | 74,456 | 103,537 |
Deferred income tax liability, net | 8,755 | 10,210 |
Total liabilities | 214,022 | 251,980 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $.01 par value; 10,000 shares authorized, none issued | ||
Common stock, $.01 par value; 100,000,000 shares authorized, 34,953,825 and 34,707,924 shares issued and outstanding at December 31, 2018 and 2017, respectively | 349 | 347 |
Capital in excess of par value | 251,409 | 248,170 |
Accumulated loss | (59,427) | (52,673) |
Accumulated other comprehensive loss | (13,415) | (8,919) |
Stockholders' equity before treasury stock | 178,916 | 186,925 |
Less treasury stock, at cost, 137,920 shares at December 31, 2018 and 2017 | (356) | (356) |
Total shareholders’ equity | 178,560 | 186,569 |
Total liabilities and shareholders’ equity | $ 392,582 | $ 438,549 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,953,825 | 34,707,924 |
Common Stock, shares outstanding | 34,953,825 | 34,707,924 |
Treasury stock, shares | 137,920 | 137,920 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 337,339 | $ 345,051 | $ 417,011 |
Cost of sales | 225,802 | 231,857 | 282,152 |
Gross profit | 111,537 | 113,194 | 134,859 |
Selling and administrative expenses | 87,462 | 88,975 | 81,743 |
Acquisition and integration expenses | 524 | ||
Amortization and earnout expenses | 9,683 | 7,132 | 20,231 |
Intangible asset and goodwill impairment | 7,168 | 57,923 | |
Loss on divestitures, net of selling costs | 4,390 | ||
Restructuring expenses | 1,895 | ||
Income (loss) from operations | 10,002 | 8,024 | (25,562) |
Other (expense) income, net | (365) | 106 | 310 |
Interest expense | (7,140) | (6,721) | (7,712) |
Income (loss) before income taxes | 2,497 | 1,409 | (32,964) |
Income tax expense | 9,618 | 4,438 | 5,290 |
Net loss | (7,121) | (3,029) | (38,254) |
Net loss attributable to noncontrolling interest | (36) | ||
Net loss attributable to CECO Environmental Corp. | $ (7,121) | $ (3,029) | $ (38,218) |
Loss per share: | |||
Basic | $ (0.21) | $ (0.09) | $ (1.12) |
Diluted | $ (0.21) | $ (0.09) | $ (1.12) |
Weighted average number of common shares outstanding: | |||
Basic | 34,714,395 | 34,445,256 | 33,979,549 |
Diluted | 34,714,395 | 34,445,256 | 33,979,549 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (7,121) | $ (3,029) | $ (38,254) |
Other comprehensive (loss) income, net of tax: | |||
Translation (loss) income | (3,858) | 4,021 | (3,864) |
Interest rate swap | 76 | 180 | 312 |
Minimum pension liability adjustment | (22) | (78) | 87 |
Comprehensive (loss) income | (10,925) | 1,094 | (41,719) |
Net loss attributable to noncontrolling interest | (36) | ||
Comprehensive (loss) income attributable to CECO Environmental Corp. | $ (10,925) | $ 1,094 | $ (41,683) |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Divestiture [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Divestiture [Member] | Treasury Stock [Member] | CECO | CECODivestiture [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2015 | $ 245,021 | $ 340 | $ 243,274 | $ 5,472 | $ (9,577) | $ (356) | $ 239,153 | $ 5,868 | |||
Beginning Balance, Shares at Dec. 31, 2015 | 34,056 | (138) | |||||||||
Net loss | (38,254) | (38,218) | (38,218) | (36) | |||||||
Common stock dividends | (8,995) | (8,995) | (8,995) | ||||||||
Exercise of stock options and dividend reinvestment issuances | $ 1,515 | $ 2 | 1,513 | 1,515 | |||||||
Exercise of stock options and dividend reinvestment issuances, Shares | 195 | 215 | |||||||||
Excess tax benefit from stock options exercised | $ 137 | 137 | 137 | ||||||||
Restricted stock units issued | (9) | (9) | (9) | ||||||||
Restricted stock units issued, Shares | 17 | ||||||||||
Share based compensation earned | 2,458 | $ 1 | 2,457 | 2,458 | |||||||
Share based compensation earned, Shares | 27 | ||||||||||
Issuance of shares for cashless warrant exercise | $ 1 | (1) | |||||||||
Issuance of shares for cashless warrant exercise, Shares | 90 | ||||||||||
Stock repurchase and retirement | (1,238) | $ (1) | (1,237) | (1,238) | |||||||
Stock repurchase and retirement, Shares | (105) | ||||||||||
Noncontrolling interest acquisition | (7,088) | (1,256) | (1,256) | $ (5,832) | |||||||
Adjustment for minimum pension liability, net of tax | 87 | 87 | 87 | ||||||||
Interest rate swap | 312 | 312 | 312 | ||||||||
Translation income (loss) | (3,864) | (3,864) | (3,864) | ||||||||
Ending Balance at Dec. 31, 2016 | 190,082 | $ 343 | 244,878 | (41,741) | (13,042) | $ (356) | 190,082 | ||||
Ending Balance, Shares at Dec. 31, 2016 | 34,300 | (138) | |||||||||
Translation (loss) gain, beginning balance at Dec. 31, 2015 | (4,407) | ||||||||||
Translation (loss) gain, ending balance at Dec. 31, 2016 | (8,271) | ||||||||||
Minimum pension liability adjustment beginning balance at Dec. 31, 2015 | (5,170) | ||||||||||
Minimum pension liability adjustment, ending balance at Dec. 31, 2016 | (5,083) | ||||||||||
Accumulated other comprehensive loss, beginning balance at Dec. 31, 2015 | (9,577) | ||||||||||
Accumulated other comprehensive loss, activity | (3,465) | ||||||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2016 | (13,042) | ||||||||||
Interest rate swap adjustment ending balance at Dec. 31, 2016 | 312 | ||||||||||
Net loss | (3,029) | (3,029) | (3,029) | ||||||||
Cumulative effect adjustment | ASU 2016-09 [Member] | 66 | 177 | (111) | 66 | |||||||
Common stock dividends | (7,792) | (7,792) | (7,792) | ||||||||
Exercise of stock options and dividend reinvestment issuances | $ 1,295 | $ 3 | 1,292 | 1,295 | |||||||
Exercise of stock options and dividend reinvestment issuances, Shares | 292 | 291 | |||||||||
Restricted stock units issued | $ (135) | $ 1 | (136) | (135) | |||||||
Restricted stock units issued, Shares | 92 | ||||||||||
Share based compensation earned | 1,959 | 1,959 | 1,959 | ||||||||
Share based compensation earned, Shares | 25 | ||||||||||
Adjustment for minimum pension liability, net of tax | (78) | (78) | (78) | ||||||||
Interest rate swap | 180 | 180 | 180 | ||||||||
Translation income (loss) | 4,021 | 4,021 | 4,021 | ||||||||
Ending Balance at Dec. 31, 2017 | 186,569 | $ 347 | 248,170 | (52,673) | (8,919) | $ (356) | 186,569 | ||||
Ending Balance, Shares at Dec. 31, 2017 | 34,708 | (138) | |||||||||
Translation (loss) gain, ending balance at Dec. 31, 2017 | (4,250) | ||||||||||
Minimum pension liability adjustment, ending balance at Dec. 31, 2017 | (5,161) | ||||||||||
Accumulated other comprehensive loss, activity | 4,123 | ||||||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2017 | (8,919) | ||||||||||
Interest rate swap adjustment ending balance at Dec. 31, 2017 | 492 | ||||||||||
Net loss | (7,121) | (7,121) | (7,121) | ||||||||
Cumulative effect adjustment | ASU 2018-02 [Member] | (30) | 1,037 | (1,067) | (30) | |||||||
Cumulative effect adjustment | ASU 2014-09 [Member] | (622) | (622) | (622) | ||||||||
Cumulative translation adjustment for divestiture | $ 375 | $ 375 | $ 375 | ||||||||
Translation (loss) gain, cumulative translation adjustment | 375 | ||||||||||
Minimum pension liability adjustment, cumulative translation adjustment | ASU 2018-02 [Member] | (1,062) | ||||||||||
Accumulated other comprehensive loss, cumulative translation adjustment | $ 375 | ||||||||||
Accumulated other comprehensive loss, cumulative translation adjustment | ASU 2018-02 [Member] | (1,067) | ||||||||||
Adjustment for interest rate swap, net of tax | ASU 2018-02 [Member] | (5) | ||||||||||
Exercise of stock options and dividend reinvestment issuances | $ 89 | 89 | 89 | ||||||||
Exercise of stock options and dividend reinvestment issuances, Shares | 16 | 16 | |||||||||
Restricted stock units issued | $ (253) | $ 2 | (207) | 48 | (253) | ||||||
Restricted stock units issued, Shares | 192 | ||||||||||
Share based compensation earned | 3,357 | 3,357 | 3,357 | ||||||||
Share based compensation earned, Shares | 38 | ||||||||||
Adjustment for minimum pension liability, net of tax | (22) | (22) | (22) | ||||||||
Interest rate swap | 76 | 76 | 76 | ||||||||
Translation income (loss) | (3,858) | (3,858) | (3,858) | ||||||||
Ending Balance at Dec. 31, 2018 | 178,560 | $ 349 | $ 251,409 | $ (59,427) | $ (13,415) | $ (356) | $ 178,560 | ||||
Ending Balance, Shares at Dec. 31, 2018 | 34,954 | (138) | |||||||||
Translation (loss) gain, ending balance at Dec. 31, 2018 | (7,733) | ||||||||||
Minimum pension liability adjustment, ending balance at Dec. 31, 2018 | (6,245) | ||||||||||
Accumulated other comprehensive loss, activity | (3,804) | ||||||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2018 | (13,415) | ||||||||||
Interest rate swap adjustment ending balance at Dec. 31, 2018 | $ 563 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Stockholders Equity [Abstract] | |||
Adjustment for minimum pension liability, tax | $ 17 | $ 48 | $ 53 |
Adjustment for interest rate swap liability, tax | $ 111 | $ 103 | $ 181 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (7,121) | $ (3,029) | $ (38,254) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 13,272 | 16,088 | 18,903 |
Unrealized foreign currency loss (gain) | 836 | (2,103) | 777 |
Net (gain) loss on interest rate swaps | (276) | (327) | 95 |
Impairment of property and equipment | 300 | 695 | |
Impairment of intangible assets and goodwill | 7,168 | 57,923 | |
Fair value adjustments to earnout liabilities | (330) | (6,610) | 4,218 |
Earnout payments | (2,862) | (7,797) | |
Loss on sale of property and equipment | (217) | 130 | 217 |
Loss on divestitures | 4,390 | ||
Amortization of debt discount | 1,143 | 1,033 | 1,054 |
Share based compensation expense | 3,187 | 1,768 | 2,280 |
Bad debt expense | 1,357 | 3,895 | 848 |
Inventory reserve expense | 519 | 240 | 1,167 |
Excess tax benefit from stock options exercised | (137) | ||
Deferred income tax benefit | (42) | (3,123) | (3,750) |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | |||
Accounts receivable | (6,084) | 14,107 | 13,294 |
Cost and estimated earnings of billings on uncompleted contracts | (4,557) | 6,232 | 2,537 |
Inventories | (1,704) | 887 | 9,449 |
Prepaid expenses and other current assets | 773 | 3,530 | (2,218) |
Deferred charges and other assets | (416) | 1,585 | (73) |
Accounts payable and accrued expenses | 21,321 | (15,847) | (6,593) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 70 | (15,186) | 7,440 |
Income taxes payable | 1,839 | (1,827) | 143 |
Other liabilities | (3,446) | 5,061 | 279 |
Net cash provided by operating activities | 21,952 | 6,570 | 69,599 |
Cash flows from investing activities: | |||
Acquisitions of property and equipment | (3,090) | (1,028) | (1,076) |
Net cash proceeds from divestitures | 35,052 | ||
Payoff of loans on life insurance policies | (987) | ||
Net proceeds from sale of assets | 6,296 | 368 | 657 |
Net cash provided by (used in) investing activities | 38,258 | (660) | (1,406) |
Cash flows from financing activities: | |||
Net (repayments) borrowings on revolving credit lines | (3,723) | 2,269 | (13,407) |
Repayments of long-term debt | (41,356) | (11,168) | (41,768) |
Deferred financing fees paid | (692) | ||
Earnout payments | (7,396) | (9,270) | |
Proceeds from sale-leaseback transactions | 800 | 14,244 | |
Payments on capital leases and sale-leaseback financing liability | (675) | (711) | (426) |
Proceeds from employee stock purchase plan, exercise of stock options, and dividend reinvestment plan | 54 | 1,352 | 1,685 |
Cash paid for repurchase of common shares | (188) | ||
Excess tax benefit from stock options exercised | 137 | ||
Dividends paid to common shareholders | (7,792) | (8,995) | |
Net cash used in financing activities | (44,900) | (24,138) | (57,988) |
Effect of exchange rate changes on cash and cash equivalents | (1,531) | 881 | (1,712) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 13,779 | (17,347) | 8,493 |
Cash, cash equivalents and restricted cash at beginning of year | 30,659 | 48,006 | 39,513 |
Cash, cash equivalents and restricted cash at end of year | 44,438 | 30,659 | 48,006 |
Non-cash transactions | |||
Property, plant and equipment acquired under capital leases | 4,385 | ||
Noncontrolling interest acquired through an issuance of a note payable (See Note 16) | 5,300 | ||
Earnout settled through an exchange of accounts receivable | 3,272 | ||
Accrual of share repurchase | 1,050 | ||
Cash paid during the year for: | |||
Interest | 5,559 | 5,686 | 6,923 |
Income taxes | $ 10,205 | $ 3,048 | $ 6,415 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | 1. Nature of Business and Summary of Significant Accounting Policies Nature of business — CECO Environmental Corp. and its consolidated subsidiaries (“CECO,” the “Company,” “we,” “us,” or “our”) is a global leader in industrial air quality and fluid handling serving the energy, industrial and other niche markets through an attractive asset-light business model. CECO provides innovative technology and application expertise that helps companies grow their businesses with safe, clean, and more efficient solutions to help protect our shared environment. CECO serves both established and emerging industries in regions around the world working to improve air quality, optimize the energy value chain, and provide customized engineered solutions in multiple applications that include oil and gas, power generation, water and wastewater, battery production, poly silicon fabrication, chemical and petrochemical processing, along with a wide range of other industries. Principles of consolidation —Our consolidated financial statements include the Company and its controlled subsidiaries. All intercompany balances and transactions have been eliminated. Unless indicated, all balances within tables are in thousands except per share amounts. Use of estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash equivalents —We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2018 and 2017, Restricted Cash is cash in support of letters of credit issued by various foreign subsidiaries of the Company. The Company occasionally enters into letters of credit with durations in excess of one year. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Cash Flows. December 31, 2018 2017 Cash and cash equivalents $ 43,676 $ 29,902 Restricted cash 762 591 Restricted cash included within deferred charges and other assets — 166 Total cash, cash equivalents and restricted cash $ 44,438 $ 30,659 Accounts Receivable —Receivables are generally uncollateralized customer obligations due under normal terms requiring payment generally within 30 days from the invoice date unless otherwise determined by specific contract terms, generally due to retainage provisions. The Company’s estimate of the allowance for doubtful accounts for trade receivables is primarily determined based upon the length of time that the receivables are past due. In addition, management estimates are used to determine probable losses based upon an analysis of prior collection experience, specific account risks and economic conditions. Accounts are deemed uncollectible based on past account experience and the current financial condition of the account. Inventories —The Company’s inventory is valued at the lower of cost or net realizable value, using the first-in, first-out inventory costing method. Inventory quantities are regularly reviewed and provisions for excess or obsolete inventory are recorded based on the Company’s forecast of future demand and market conditions. Significant unanticipated changes to the Company’s forecasts could require a change in the provision for excess or obsolete inventory. Assets Held for Sale —The Company classifies properties as held for sale when certain criteria are met. At such time, the properties, including significant assets that are expected to be transferred as part of a sale transaction, are presented separately on the consolidated balance sheet at the lower of carrying value or estimated fair value less costs to sell and depreciation is no longer recognized. Assets classified as held for sale included buildings, tracts of land and equipment. Property, plant and equipment —Property, plant and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Depreciation and amortization are provided using the straight-line method in amounts sufficient to amortize the cost of the assets over their estimated useful lives (buildings and improvements—generally five to 40 years; machinery and equipment—generally two to 15 years). Upon sale or disposal of property, plant and equipment, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts, and the net amount, less any proceeds from sale, is recorded in income. Intangible assets — Indefinite life intangible assets are comprised of tradenames, while finite life intangible assets are comprised of technology, customer lists, noncompetition agreements and tradenames. Finite life intangible assets are amortized on a straight line or accelerated basis over their estimated useful lives of seven to 10 years for technology, five to 20 years for customer lists, five years for noncompetition agreements and 10 years for tradenames. Long-lived assets —Property, plant and equipment and finite life intangible assets are reviewed whenever events or changes in circumstances occur that indicate possible impairment. If events or changes in circumstances occur that indicate possible impairment, our impairment review is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of our assets and liabilities. This analysis requires management judgment with respect to changes in technology, the continued success of product lines, and future volume, revenue and expense growth rates. We conduct annual reviews for idle and underutilized equipment, and review business plans for possible impairment. Impairment occurs when the carrying value of the assets exceeds the future undiscounted cash flows expected to be earned by the use of the asset or asset group. When impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset or asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value. Additionally, the Company evaluates the remaining useful life each reporting period to determine whether events and circumstances warrant a revision to the remaining period of depreciation or amortization. If the estimate of a long-lived asset’s remaining useful life is changed, the remaining carrying amount of the asset is amortized prospectively over that revised remaining useful life. The Company completes an annual (or more often if circumstances require) impairment assessment of its indefinite life intangible assets. As a part of its annual assessment, typically, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not (defined as a likelihood of more than 50 percent) that the fair value of an asset is less than its carrying amount. If there is a qualitative determination that the fair value of a particular asset is more likely than not greater than its carrying value, we do not need to proceed to the quantitative estimated fair value test for that asset. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is determined by the relief from royalty method. If the estimated fair value of an asset is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its estimated fair value. Goodwill —The Company completes an annual (or more often if circumstances require) impairment assessment on October 1 of its goodwill on a reporting unit level, at or below the operating segment level. As a part of its annual assessment, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not (defined as a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If there is a qualitative determination that the fair value of a particular reporting unit is more likely than not greater than its carrying value, the Company does not need to quantitatively test for goodwill impairment for that reporting unit. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is determined using a weighting of the income method and the market method. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recorded. Deferred charges —Deferred charges include deferred financing costs, which are amortized to interest expense over the life of the related loan. The Company incurred and capitalized $0.7 million of deferred financing fees in 2017 related to long-term debt modifications. Amortization expense was $1.1 million, $1.0 million and $1.1 million for 2018, 2017 and 2016, respectively. As of December 31, 2018 and 2017, remaining capitalized deferred financing costs of $1.7 million and $2.8 million, respectively, are included as a discount to debt in the accompanying Consolidated Balance Sheets. Revenue recognition Energy Solutions and Industrial Solutions Segments — Within the Energy Solutions and Industrial Solutions segments, a significant portion of our revenue is derived from fixed-price contracts. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For each contract, we assess the goods and services promised to a customer and identify a performance obligation for each distinct promised good or service. The typical life of our contracts is generally less than 12 months and each contract generally contains only one performance obligation, to provide goods or services to the customer. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. A significant amount of our revenue within the Energy Solutions and Industrial Solutions segments is recognized over a period of time as we perform under the contract because control of the work in process transfers continuously to the customer. For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation. Progress is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. For these contracts, the cost-to-cost measure best depicts the continuous transfer of goods or services to the customer. For contracts where the duration is short, total contract revenue is insignificant, or control does not continuously transfer to the customer, revenues are recognized at the point in time control passes to the customer, which occurs generally upon shipment of product. Progress payments are generally made over the duration of the contract. Shipping and handling activities after control of the products has transferred to the customer are considered fulfillment activities. Sales taxes are recorded on a net basis. Fluid Handling Solutions Segments — Within the Fluid Handling Solutions segment, a significant portion of our revenue is primarily derived from sales of inventory product and is recognized at the point in time control passes to the customer, which occurs generally upon shipment of the product. Payments vary by customer but are typically due within 30 days. Shipping and handling activities after control of the products has transferred to the customer are considered fulfillment activities. Sales taxes are recorded on a net basis. Contract Assets and Contract Liabilities — Contract assets consist of costs and earnings in excess of billings, costs incurred for contracts recognized at a point in time, and retainage. Costs and earnings in excess of billings represent the estimated value of unbilled work for contracts with performance obligations recognized over time and are separately classified as current assets in the Consolidated Balance Sheets. Costs incurred for contracts recognized at a point in time are classified within inventories as work-in-process. Retainage represents a portion of the contract billings that have been billed, but for which the contract allows the customer to retain a portion of the billed amount until final settlement. Retainage is not considered to be a significant financing component because the intent is to protect the customer. Retainage is classified within accounts receivable and deferred charges and other depending on when it is due. Almost all of the Company’s contract assets are classified as current assets in the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities, classified in accounts payable and accrued expenses in the Consolidated Balance Sheets, include advance payments received from customers for which revenue has not been recognized for contracts where revenue is recognized at a point in time. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. The revenue streams within the Company are consistent with those disclosed for our reportable segments. For descriptions of our product offerings and segments, see Note 18— Business Segment Information. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes to job performance, job conditions, and estimated profitability may result in revisions to contract revenue and costs and are recognized in the period in which the revisions are made. There was no provision for estimated losses on uncompleted contracts at December 31, 2018 and 2017. Cost of sales —Cost of sales amounts include materials, direct labor and associated benefits, inbound freight charges, purchasing and receiving, inspection, warehousing, and depreciation. Claims —Change orders arise when the scope of the original project is modified for any of a variety of reasons. The Company will negotiate the extent of the modifications, its expected costs and recovery with the customer. Costs related to change orders are added to the expected total cost of the project. In cases where contract revenues are assured beyond a reasonable doubt to be increased in excess of the expected costs of the change order, incremental profit also is recognized on the contract. Such assurance is generally only achieved when the customer approves in writing the scope and pricing of the change order. Change orders that are in dispute are effectively handled as claims. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price. Costs attributable to claims are treated as contract costs as incurred. The Company recognizes certain significant claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated. When the customer or other parties agree in writing to the amount of the claim to be recovered by the Company, the amount of the claim becomes contractual and is accounted for as an increase in the contract’s total estimated revenue and estimated cost. As actual costs are incurred and revenues are recognized over time, a corresponding percentage of the revised total estimated profit will therefore be recognized. Should it become probable that the claim will not result in additional contract revenue, the Company removes the related contract revenues from its previous estimate of total revenues, which effectively reduces the estimated profit margin on the job and negatively impacts profit for the period. Pre-contract costs —Pre-contract costs are not significant and are primarily internal costs. As most of the Company’s contracts are one year of less, the Company expenses all pre-contract costs as incurred regardless of whether or not the bids are successful. A majority of our business is obtained through a bidding process and this activity is on-going with multiple bids in process at any one time. These costs consist primarily of engineering, sales and project manager wages, fringes and general corporate overhead and it is deemed impractical to track activities related to any one specific contract. Selling and administrative expenses —Selling and administrative expenses on the Consolidated Statements of Operations include sales and administrative wages and associated benefits, selling and office expenses, professional fees, bad debt expense and depreciation. Selling and administrative expenses are charged to expense as incurred. Acquisition and integration expenses —Acquisition and integration expenses on the Consolidated Statements of Operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. Amortization and earnout expenses —Amortization and earnout expenses on the Consolidated Statements of Operations include amortization of intangible assets, and changes to earnout and contingent compensation amounts related to acquisitions as more fully presented and described in Note 8. Restructuring expenses —Restructuring expense on the Consolidated Statements of Operations include expenses related to a restructuring program implemented during the fourth quarter of 2017 to reduce operating costs in the future. Within restructuring expenses are charges related to severance, facility exit, legal and property, plant and equipment impairment. The Company’s policy is to recognize restructuring expenses in accordance with the accounting rules related to exit or disposal activities. Product Warranties —The Company’s warranty reserve is to cover the products sold. The warranty accrual is based on historical claims information. The warranty reserve is reviewed and adjusted as necessary on a quarterly basis and is presented within Note 8. Research and Development —Although not technically defined as research and development, a significant amount of time, effort and expense is devoted to (a) custom engineering which qualifies products for specific customer applications, (b) developing proprietary process technology and (c) partnering with customers to develop new products. Income Taxes Deferred income taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases and are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Tax credits and other incentives reduce income tax expense in the year the credits are claimed. Management must assess the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal, state and foreign tax authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions, including many foreign jurisdictions. The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. The company has made an accounting policy election to record the U.S. income tax effect of future global intangible low-taxed income (“GILTI”) inclusions in the period in which they arise, rather than establishing deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusion. Certain of the Company’s undistributed earnings of its foreign subsidiaries are not permanently reinvested. A liability has been recorded for the deferred taxes on such undistributed foreign earnings. The amount is attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. Earnings per share —The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share for 2018, 2017 and 2016. For the Year Ended December 31 2018 2017 2016 (Table only in thousands) Numerator (for basic and diluted earnings per share) Net loss $ (7,121 ) $ (3,029 ) $ (38,218 ) Denominator Basic weighted-average shares outstanding 34,714 34,445 33,980 Common stock equivalents arising from stock options and restricted stock awards — — — Diluted weighted-average shares outstanding 34,714 34,445 33,980 Options and unvested restricted stock units are included in the computation of diluted earnings per share using the treasury stock method. For 2018, 2017 and 2016, outstanding options and unvested restricted stock units of 0.8 million, 0.7 million and 1.6 million, respectively, were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. Once a restricted stock award vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share. Foreign Currency Translation —The functional currencies of the Company’s foreign subsidiaries are their local currencies and their books and records are maintained in the local currency. The assets and liabilities of these foreign subsidiaries are translated into United States Dollars (“USD”) based on the end-of period exchange rates and the resultant translation adjustments are reported in Accumulated Other Comprehensive Loss in Shareholders’ equity on the Consolidated Balance Sheets. Income and expenses are translated into USD at average exchange rates in effect during the period. Transactions denominated in other than the local currency are remeasured into the local currency and the resulting exchange gains or losses are included in “Other income (expense), net” line of the Consolidated Statements of Operations. Transaction gains were $0.7 million, $0.1 million and $0.7 million in 2018, 2017 and 2016, respectively. New Financial Accounting Pronouncements Accounting Standards Adopted in 2018 In March 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.” The standard relates to the accounting and disclosures around the issuance of the SEC’s Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB 118”), which the Company has adopted. See Note 14 – Income Taxes for the disclosures related to this amended guidance. In February 2018, the FASB issued ASU No. 2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The standard allows for reclassification of stranded tax effects on items resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings. Tax effects unrelated to the Tax Act are released from accumulated other comprehensive income based on the nature of the underlying item. The Company adopted this ASU in the first quarter of 2018, under the prospective method resulting in accumulated loss in the Consolidated Balance Sheets decreasing by approximately $1.1 million, with a corresponding increase in accumulated other comprehensive loss in the Consolidated Balance Sheets due to the reduction in the federal income tax rate from 35% to 21%. See Note 14 — Income Taxes for additional information about the Tax Act. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” ASU 2017-09 clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. We adopted ASU 2017-09 on January 1, 2018, under the prospective method. The adoption had no impact on our consolidated financial statements as there were no events requiring management to evaluate for a potential modification to a share-based payment award. In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” Under existing GAAP, an entity is required to present all components of net periodic pension cost and net periodic postretirement benefit cost aggregated as a net amount in the income statement, and this net amount may be capitalized as part of an asset where appropriate. ASU 2017-07 requires that the service cost component is reported in the same line item or items as other compensation costs arising from services rendered by the employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. We adopted ASU 2017-07 on January 1, 2018, under the retrospective method for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. The adoption resulted in reclassification of the other components of net periodic pension cost outside of operating income the impact of which was not material. See Note 11 – Pension and Employee Benefit Plans for additional disclosures related to the adoption of the standard. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. We adopted ASU 2017-01 on January 1, 2018, under the prospective method. The adoption of the standard’s definition of a business was followed for the Company’s 2018 divestitures. The divestitures would have been considered a business both before and after the adoption of the standard and, therefore, the provisions of ASU 2017-01 did not have a material effect on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU 2016-18 requires the change during the period in the total of cash, cash equivalents, and restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted ASU 2016-18 on January 1, 2018, under the retrospective method. The prior year statement of cash flows has been reclassified to conform with the standard. The impact of the adoption was not material to the Company. The adoption resulted in the Company classifying restricted cash in Cash, Cash Equivalents and Restricted Cash in the Consolidated Statements of Cash Flows for each period presented. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 provides guidance on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. We adopted ASU 2016-15 on January 1, 2018, under the retrospective method. The adoption resulted in the reclassification of $1.0 million payoff of loans on life insurance policies in the 2016 Statement of Cash Flows from financing activities to investing activities. In May 2014, the FASB issued ASU 2014-09, “Revenue From Contracts With Customers.” ASU 2014-09 supersedes nearly all existing revenue recognition principles under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration an entity expects to be entitled to for those goods or services using a defined five-step process. In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. We adopted ASU 2014-09 on January 1, 2018, under the modified retrospective method where the cumulative effect is recognized through retained earnings as of the date of adoption. Under the new standard, certain contract arrangements that were historically recognized over time under our previous policies will now be recognized at a point in time upon completion of the contracts. Based on the Company’s evaluation of existing contracts that were not substantially complete as of January 1, 2018, the $0.6 million cumulative effect adjustment to the opening balance of retained earnings is reflected in the Consolidated Statement of Shareholders’ Equity. See Note 1—Nature of Business and Summary of Significant Accounting Policies for details on our accounting policies under the new standard. Accounting Standards Yet to be Adopted In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans,” that makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. The new guidance eliminates requirements for certain disclosures that are no longer considered cost beneficial and requires new ones that the FASB considers pertinent. ASU 2018-14 is effective for us January 1, 2021. We are evaluating the impact of the adoption of ASU 2018-14 on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 expands an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allows for a simplified approach for fair value hedging of interest rate risk. ASU 2017-12 eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, ASU 2017-12 simplifies the hedge documentation and effectiveness assessment under the previous guidance. We will adopt the sta |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 2. Our financial instruments consist primarily of cash and cash equivalents, receivables and certain other assets, foreign debt, and accounts payable, which approximate fair value at December 31, 2018 and 2017, due to their short-term nature or variable, market-driven interest rates. The fair value of the debt issued under the Credit Agreement was $76.1 million and $114.9 million at December 31, 2018 and 2017, respectively. The fair value of the note payable was $1.7 million and $5.3 million at December 31, 2018 and 2017, respectively. The fair value was determined considering market conditions, our credit worthiness and the current terms of our debt. In accordance with the terms of the Credit Agreement, the Company entered into an interest rate swap on December 30, 2015 to hedge against interest rate exposure related to a portion of the outstanding debt indexed to LIBOR market rates. See Note 9 for further information regarding the interest rate swap. At December 31, 2018 and 2017, the Company had cash and cash equivalents of $43.7 million and $29.9 million, respectively, of which $23.3 million and $19.7 million, respectively, was held outside of the United States, principally in the Netherlands, United Kingdom, China, and Canada. Concentrations of credit risk: Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents, and accounts receivable. We maintain cash and cash equivalents with various major financial institutions. We perform periodic evaluations of the financial institutions in which our cash is invested. Concentrations of credit risk with respect to trade and contract receivables are limited due to the large number of customers and various geographic areas. Additionally, we perform ongoing credit evaluations of our customers’ financial condition. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivable consisted of the following: December 31, (Table only in thousands) 2018 2017 Trade receivables $ 7,296 $ 11,603 Contract receivables 48,826 60,543 Allowance for doubtful accounts (2,897 ) (4,156 ) Total accounts receivable $ 53,225 $ 67,990 Balances billed, but not paid by customers under retainage provisions in contracts that are recorded in deferred charges and other assets within the Consolidated Balance Sheets, amounted to approximately $0.9 million and $2.5 million at December 31, 2018 and 2017, respectively. Retainage receivables on contracts in progress are generally collected within a year or two subsequent to contract completion. Provision for doubtful accounts was $1.4 million, $3.9 million and $0.8 million during 2018, 2017 and 2016, respectively, while accounts charged to the allowance were $0.8 million, $1.5 million and $0.3 million during 2018, 2017 and 2016, respectively. In 2018, the divestitures impacted contract receivables by $22.2 million as well as $1.2 million on the allowance for doubtful accounts. |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | 4. Costs and Estimated Earnings on Uncompleted Contracts Our contracts have various lengths to completion ranging from a few days to several months. We anticipate that a majority of our current contracts will be completed within the next 12 months and any unrecognized billings will be recorded as revenue in that same period. A significant amount of our revenue within the Energy Solutions and Industrial Solutions segments is recognized over a period of time as we perform under the contract because control of the work in process transfers continuously to the customer. The assets and liabilities recognized in association with these contracts are as follows: December 31, (Table only in thousands) 2018 2017 Costs incurred on uncompleted contracts $ 174,168 $ 169,665 Estimated earnings 67,427 61,556 Total costs and estimated earnings on uncompleted contracts, gross 241,595 231,221 Less billings to date (232,045 ) (217,743 ) Total costs and estimated earnings on uncompleted contracts, net $ 9,550 $ 13,478 Included in the accompanying consolidated balance sheets under the following captions: Costs and estimated earnings in excess of billings on uncompleted contracts $ 29,694 $ 33,947 Billings in excess of costs and estimated earnings on uncompleted contracts (20,144 ) (20,469 ) Total costs and estimated earnings on uncompleted contracts, net $ 9,550 $ 13,478 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following: December 31, (Table only in thousands) 2018 2017 Raw materials $ 15,819 $ 18,444 Work in process 6,098 3,182 Finished goods 807 940 Obsolescence allowance (1,907 ) (1,597 ) Total inventories $ 20,817 $ 20,969 Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $0.5 million, $0.2 million and $1.2 million during 2018, 2017 and 2016, respectively. Items charged to the allowance for inventory write-offs were $0.3 million, $0.6 million and $0.2 million, during 2018, 2017 and 2016, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 6. December 31, (Table only in thousands) 2018 2017 Land $ 1,623 $ 1,627 Building and improvements 18,185 18,063 Machinery and equipment 25,257 25,068 Property, plant and equipment, gross 45,065 44,758 Less accumulated depreciation (22,865 ) (21,358 ) Property, plant and equipment, net $ 22,200 $ 23,400 Depreciation expense was $3.5 million, $4.5 million and $5.0 million for 2018, 2017 and 2016, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets (Table only in thousands) Energy Solutions segment Industrial Solutions s egment Fluid Handling segment Totals Balance of goodwill at December 31, 2016 $ 101,610 $ 22,419 $ 46,124 $ 170,153 Impairment charge (4,443 ) — — (4,443 ) Foreign currency translation 1,241 — — 1,241 Balance of goodwill at December 31, 2017 98,408 22,419 46,124 166,951 Divestitures — — (14,317 ) (14,317 ) Foreign currency translation (478 ) — — (478 ) Balance of goodwill at December 31, 2018 $ 97,930 $ 22,419 $ 31,807 $ 152,156 As of December 31, 2018 and 2017, the Company has an aggregate amount of goodwill acquired of $212.8 million and $242.3 million, respectively, and an aggregate amount of impairment losses of $60.7 million and $75.3 million, respectively. The Company’s indefinite lived intangible assets as of December 31, 2018 and 2017 consisted of the following: Tradenames (Table only in thousands) 2018 2017 Balance beginning of year $ 19,691 $ 22,042 Impairment charge — (2,725 ) Divestitures (1,340 ) — Foreign currency adjustments (93 ) 374 Balance end of year $ 18,258 $ 19,691 The Company bases its measurement of the fair value of a reporting unit using a 50/50 weighting of the income method and the market method. The income method is based on a discounted future cash flow approach that uses the significant assumptions of projected revenue, projected operational profit, terminal growth rates, and the cost of capital. Projected revenue and operational profit, and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted future cash flow approach. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. The market method is based on financial multiples of comparable companies and applies a control premium. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of a reporting unit. In 2018, because of changes in management and the subsequent changes to the Company’s reporting and operating structure, the number of our reporting units was aggregated to three reporting units from 11 prior to the change. Prior to the adoption of the new reporting structure we tested our goodwill impairment under the old reporting unit structure. Based on this analysis, the estimated fair value of all of our reporting units exceeded their carrying value as of October 1, 2018. There was no goodwill impairment in 2018. There was goodwill impairment of $4.4 million and $53.8 in 2017 and 2016, respectively. The Company also performed an impairment analysis for all reporting units with indefinite life intangible assets as of October 1, 2018. The Company based its measurement of the fair value of the indefinite life intangible assets utilizing the relief from royalty method. The significant assumptions used under the relief from royalty method are projected revenue, royalty rates, terminal growth rates, and the cost of capital. Projected revenue, royalty rates and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected royalty cash flows in the relief from royalty method. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected royalty cash flows. Changes in any of the significant assumptions used can materially affect the expected cash flows, and such impacts can result in material non-cash impairment charges. Under this approach, the estimated fair value of the indefinite life intangible assets exceeded their carrying value for all reporting units as of the testing date. During the annual impairment test of indefinite life intangible assets in 2017 and 2016, the carrying values of four reporting units’ indefinite life intangible assets exceeded their fair values. The Company recorded a $2.7 million and $4.2 million impairment charge in 2017 and 2016, respectively. As described above, the fair value measurement methods used in the Company’s goodwill and indefinite life intangible assets impairment analyses utilizes a number of significant unobservable inputs or Level 3 assumptions. These assumptions include, among others, projections of our future operating results, the implied fair value of these assets using an income approach by preparing a discounted cash flow analysis and other subjective assumptions. The Company’s finite lived intangible assets as of December 31, 2018 and 2017 consisted of the following: 2018 2017 (Table only in thousands) Intangible assets – finite life Cost Accum. Amort. Cost Accum. Amort. Technology $ 14,457 $ 9,414 $ 15,867 $ 8,609 Customer lists 68,943 37,873 77,497 35,024 Noncompetition agreements 910 762 1,118 698 Tradename 1,390 579 1,390 440 Foreign currency adjustments (1,520 ) (407 ) (1,214 ) (69 ) Total finite life intangible assets $ 84,180 $ 48,221 $ 94,658 $ 44,702 Amortization expense of finite life intangible assets was $9.6 million, |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 8. Accounts Payable and Accrued Expenses Accounts payable and accrued expense consisted of the following: December 31, (Table only in thousands) 2018 2017 Trade accounts payable, including amounts due to subcontractors $ 51,984 $ 45,409 Compensation and related benefits 7,578 5,246 Current portion of earnout liability — 2,989 Accrued warranty 3,384 4,464 Contract liability 6,541 1,676 Other 10,742 11,002 Total accounts payable and accrued expenses $ 80,229 $ 70,786 The activity in the Company’s earnout liability was as follows for the years ended December 31, 2018 and 2017: (Table only in thousands) 2018 2017 Earnout accrued at beginning of year $ 4,475 $ 24,213 Fair value adjustment (330 ) (6,610 ) Compensation expense adjustment 222 1,240 Foreign currency translation adjustment (65 ) 825 Payments (2,862 ) (15,193 ) Other reclassifications (1,440 ) — Earnout accrued at end of year — 4,475 Less: current portion of earnout — (2,989 ) Balance of long-term portion of earnout recorded in other liabilities $ — $ 1,486 The earnout liability is only associated with the Energy Solutions segment |
Senior Debt
Senior Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Senior Debt | 9. Senior debt Debt consisted of the following at December 31, 2018 and 2017: December 31, (Table only in thousands) 2018 2017 Outstanding borrowings under Credit Facility (defined below). Term loan balance due upon maturity in September 2020. – Term loan $ 76,147 $ 113,903 – U.S. Dollar revolving loans — 1,000 – Unamortized debt discount (1,691 ) (2,834 ) Total outstanding borrowings under Credit Facility 74,456 112,069 Outstanding borrowings (U.S. dollar equivalent) under Foreign Debt — 2,764 Total outstanding borrowings 74,456 114,833 Less: current portion — 11,296 Total debt, less current portion $ 74,456 $ 103,537 In 2018, the Company made prepayments of $36.2 million on the term loan. Due to the prepayments made in 2018, there are no additional payments due on the term loan until the final payment of $76.1 million in September 2020. Credit Facility The Company has entered into a credit agreement (the “Credit Agreement”) with various lenders (the “Lenders”) and letter of credit issuers (each, an “L/C Issuer”), and Bank of America, N.A., as Administrative Agent (the “Agent”), swing line lender and an L/C Issuer, providing for various senior secured credit facilities (collectively, the “Credit Facility”). Pursuant to the amended and restated Credit Agreement, the Lenders currently provided a term loan in an aggregate principal amount of $170.0 million and a U.S. dollar revolving credit commitment in the aggregate principal amount of $60.5 million. The agreement includes a $19.5 million senior secured multi-currency revolving credit facility for U.S. dollar and specific foreign currency loans. Under the terms of the Credit Facility, the Company is required to maintain certain financial and other covenants including the maintenance of a Consolidated Leverage Ratio as defined in the Credit Agreement. The Company must maintain a Consolidated Leverage Ratio of 3.75 through March 31, 2019, decreasing to 3.50 through September 30, 2019. The ratio will then decrease to 3.25 until the termination of the Credit Facility. As of December 31, 2018 and 2017, $29.3 million and $24.4 million of letters of credit were outstanding, respectively. Total unused credit availability under the Credit Facility was $50.7 million and $54.6 million at December 31, 2018 and 2017, respectively. Revolving loans may be borrowed, repaid and reborrowed until September 3, 2020, at which time all amounts borrowed pursuant to 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 either the highest of (a) the federal funds rate plus 0.5%, (b) the Agent’s prime lending rate, (c) one-month LIBOR plus 1.00%, plus a margin ranging from 1.0% to 2.0% depending on the Company’s Consolidated Leverage Ratio (“Base Rate”), or (d) a Eurocurrency Rate (as defined in the Credit Agreement) plus 1.0% to 2.0% 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 Eurocurrency 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 interest rate on outstanding borrowings was 5.27% and 4.08% at December 31, 2018 and 2017, respectively. The Company has granted a security interest in substantially all of its assets to secure its obligations pursuant to the Credit Agreement. The Company’s obligations under the Credit Agreement are guaranteed by the Company’s U.S. subsidiaries and such guaranty obligations are secured by a security interest on substantially all the assets of such subsidiaries, including certain real property. The Company’s obligations under the Credit Agreement may also be guaranteed by the Company’s material foreign subsidiaries to the extent no adverse tax consequences would result to the Company. As of December 31, 2018 and 2017, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility. In accordance with the Credit Facility terms, the Company entered into an interest rate swap on December 30, 2015 to hedge against interest rate exposure related to approximately one-third of the outstanding debt as of the date of the agreement indexed to LIBOR market rates. The fair value of the interest rate swap was an asset of $0.5 million and $0.3 million at December 31, 2018, and 2017, respectively, which is recorded in “Deferred charges and other assets” on the Consolidated Balance Sheets. The Company did not designate the interest rate swap as an effective hedge until the first quarter of 2016. The change in the fair value of the hedge prior to being designated as an effective hedge during the year ended December 31, 2016 of $0.5 million, was recorded in earnings in “Other income (expense), net” in the Consolidated Statements of Operations. From the date of designation, all changes to the fair value of the interest rate swap are recorded in other comprehensive income (loss) as long as the hedge is deemed effective. Foreign Debt The Company has a number of facilities and bilateral agreements in various countries currently supported by letters of credit issued by the Credit Facility or cash. As of December 31, 2018, the borrowers of these facilities and agreements were in compliance with all related financial and other restrictive covenants. A subsidiary of the Company located in the Netherlands has a Euro-denominated facilities agreement which as of December 31, 2018 had no outstanding borrowings. The Company settled the outstanding amount of the overdraft facility in 2018. The Company plans to exit this facility and consolidate it with the Credit Facility. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | 10. Shareholders’ Equity Dividends Our dividend policy and the payment of cash dividends under that policy are subject to the Board of Director’s continuing determination that the dividend policy and the declaration of dividends are in the best interest of the Company’s shareholders. Future dividends and the dividend policy may be changed at the Company’s discretion at any time. Payment of dividends is also subject to the continuing compliance with our financial covenants under our Credit Facility. On November 6, 2017, the Board of Directors reviewed the Company’s dividend policy and determined that it would be in the best interest of the shareholders to suspend dividend payments. During 2017 and 2016, our Board declared the following quarterly cash dividends on our common stock: Dividend Per Share Record Date Payment Date $0.075 August 7, 2017 September 29, 2017 $0.075 May 10, 2017 June 30, 2017 $0.075 March 6, 2017 March 31, 2017 $0.066 December 16, 2016 December 30, 2016 $0.066 September 16, 2016 September 30, 2016 $0.066 June 18, 2016 June 30, 2016 $0.066 March 18, 2016 March 31, 2016 Effective August 13, 2012, the Company implemented a Dividend Reinvestment Plan (the “Plan”), under which the Company may issue up to 750,000 shares of common stock. The Plan provides a way for interested shareholders to increase their holdings in our common stock. Participation in the Plan is strictly voluntary and is open only to existing shareholders. The Plan has had limited participation. Share-Based Compensation The Company’s 2017 Equity and Incentive Compensation Plan (the “2017 Plan”) was approved by the Company’s stockholders on May 16, 2017 which replaced the 2007 Equity Incentive Plan (the “2007 Plan”). On June 10, 2017, the Company granted 700,000 performance units to our Chief Executive Officer with a fair value of $175,000 and are being expensed over the vesting period of three years. The maximum shares of common stock that the participant could receive upon vesting is 77,778 shares. The performance units are earned based upon the Company’s stock price during 30 consecutive trading days within a specified date range of approximately two years. The performance units are settled in the Company’s common stock subsequent to this specified date range. The estimated grant date fair value and compensation expense of each performance share was determined on the date of grant by using the Monte Carlo valuation model. Share-based compensation expense for stock options and restricted stock awards under these plans was $3.1 million, $1.7 million and $2.2 million for 2018, 2017 and 2016, respectively. The tax benefit related to share based compensation expense was $0.5 million, zero and $0.2 million in 2018, 2017 and 2016, respectively. Employee Stock Purchase Plan The 2009 Employee Stock Purchase Plan (“ESPP”) was approved by shareholders on May 21, 2009. The ESPP is administered by the Compensation Committee. The ESPP allows employees to purchase shares of common stock at a 15% discount from market price and pay for the shares through payroll deductions. Eligible employees can enter the plan at specific “offering dates” that occur in six-month intervals. The aggregate maximum number of shares of the Company’s common stock that may be granted under the ESPP is 1,500,000 shares over the ten-year term of the ESPP, subject to adjustment in the event there is a reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, or similar transaction with respect to the common stock. As of December 31, 2018, 1.3 million shares remain available for future issuance. The Company recognized employee stock purchase plan expense of $90,000, $83,000 and $71,000 in 2018, 2017 and 2016, respectively. Stock Options The estimated weighted-average fair value of stock options granted during 2017 and 2016, was $2.68 and Expected Volatility : The Company utilizes a volatility factor based on the Company’s historical stock prices for a period of time equal to the expected term of the stock option utilizing weekly price observations. For 2017 and 2016, the Company utilized weighted-average volatility factors of 39%. Expected Term : Due to limited historical exercise data, the Company utilizes the simplified method of determining the expected term based on the vesting schedules and terms of the stock options. For 2017 and 2016, the Company utilized weighted-average expected term factors of 6.3 years and 6.5 years, respectively. Risk-Free Interest Rate : The risk-free interest rate factor utilized is based upon the implied yields currently available on U.S. Treasury zero-coupon issues over the expected term of the stock options. For 2017 and 2016, the Company utilized a weighted-average risk-free interest rate factor of 2.2% and 2.1%, respectively. Expected Dividends : The Company utilized a weighted average expected dividend rate of 3.3% and 3.6% to value options granted during 2017 and 2016, respectively. Information related to all stock options under the 2017 Plan and 2007 Plan for 2018, 2017 and 2016 is shown in the tables below: (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2017 655 $ 10.53 6.0 years Forfeitures (132 ) 11.53 Exercised (16 ) 5.55 Outstanding at December 31, 2018 507 10.43 5.2 years $ 186 Exercisable at December 31, 2018 402 10.52 4.6 years $ 186 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2016 1,519 $ 10.25 6.1 years Granted 128 9.24 Forfeitures (700 ) 12.44 Exercised (292 ) 3.92 Outstanding at December 31, 2017 655 10.53 6.0 years $ 78 Exercisable at December 31, 2017 463 10.49 5.2 years $ 78 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2015 1,877 $ 10.30 6.8 years Granted 105 7.36 Forfeitures (268 ) 11.91 Exercised (195 ) 6.90 Outstanding at December 31, 2016 1,519 10.25 6.1 years $ 5,816 Exercisable at December 31, 2016 959 9.23 5.3 years $ 4,608 Restricted Stock Awards Information related to restricted stock awards under the 2017 Plan and 2007 Plan for 2018, 2017 and 2016 is shown in the table below. The fair value of restricted stock awards is based on the price of the stock in the open market on the date of the grant. The fair value of the restricted stock awards is recorded as compensation expense on a straight-line basis over the vesting periods of the awards and we account for forfeitures when they occur. (Shares in thousands) Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 321 $ 9.55 Granted 267 9.76 Vested (17 ) 10.24 Forfeited (62 ) 9.64 Nonvested at December 31, 2016 509 9.64 Granted 405 9.88 Vested (92 ) 9.78 Forfeited (268 ) 9.70 Nonvested at December 31, 2017 554 9.75 Granted 963 5.21 Vested (217 ) 9.50 Forfeited (49 ) 9.80 Nonvested at December 31, 2018 1,251 6.30 The Company received $0.1 million, $1.1 million and $1.3 million of cash from employees exercising options in 2018, 2017 and 2016, respectively. The intrinsic value of options exercised during 2018, 2017 and 2016 was $24,000, $2.6 million and $1.0 million, respectively. Unrecognized compensation expense related to nonvested shares of stock options, restricted stock and performance units was $6.3 million at December 31, 2018 and will be recognized over a weighted average vesting period of 2.3 years. Warrants to Purchase Common Stock On December 28, 2006, the Company issued warrants to purchase 250,000 shares to Icarus Investment Corp. (“Icarus”), a related party, at an exercise price of $9.07 and an expiration date of December 26, 2016. On December 7, 2016, the Company and Icarus entered into an amendment to the warrant agreement pursuant to which the warrants were amended to provide for the cashless exercise of the warrants. In 2016, all of the outstanding warrants were exercised and the Company issued 89,640 shares of common stock through a cashless exercise at an effective price of $9.07 per share. There are no additional warrants outstanding. Stock Purchase During 2016, the Company repurchased 30,000 shares of common stock from a former owner of a subsidiary acquired by the Company in 2014 for a total cost of $0.2 million. In December 2016, the Company entered into an agreement to repurchase 75,000 shares of common stock from a current segment president, who was a former owner of a subsidiary acquired by the Company in 2013, for a total cost of $1.1 million, which was paid in January 2017. The shares were immediately retired subsequent to their repurchase. |
Pension and Employee Benefit Pl
Pension and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and Employee Benefit Plans | 11. Pension and Employee Benefit Plans We sponsor a non-contributory defined benefit pension plan for certain union employees. The accrual of future benefits for all participants who are non-union employees was frozen effective December 31, 2008. The plan is funded in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974. The following tables set forth the plan changes in benefit obligations, plan assets and funded status on the measurement dates, December 31, 2018, 2017 and 2016, and amounts recognized in our Consolidated Balance Sheets within other long-term liabilities. (Table only in thousands) 2018 2017 2016 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 36,327 $ 35,012 $ 36,140 Service cost — 415 447 Interest cost 1,190 1,314 1,426 Actuarial (gain) / loss (2,629 ) 1,787 301 Administrative expenses — (402 ) (606 ) Benefits paid (1,890 ) (1,799 ) (2,696 ) Projected benefit obligation at end of year 32,998 36,327 35,012 Change in plan assets: Fair value of plan assets at beginning of year 26,836 24,063 25,296 Actual (loss) return on plan assets (1,388 ) 3,152 2,040 Employer contribution 639 1,822 29 Administrative expenses — (402 ) (606 ) Benefits paid (1,890 ) (1,799 ) (2,696 ) Fair value of plan assets at end of year 24,197 26,836 24,063 Unfunded status $ (8,801 ) $ (9,491 ) $ (10,949 ) Defined benefit liability included in other liabilities $ (8,801 ) $ (9,491 ) $ (10,949 ) Deferred tax benefit associated with accumulated other comprehensive loss 2,116 3,153 3,107 Accumulated other comprehensive loss, net of tax 6,224 5,154 5,074 Other comprehensive (loss) income: Net loss (gain) $ 271 $ 358 $ 90 Amortization of net actuarial gain (238 ) (227 ) (212 ) Total recognized in other comprehensive (loss) income $ 33 $ 131 $ (122 ) Amount recognized in accumulated other comprehensive (loss) income - Prior service cost $ 8,340 $ 8,307 $ 8,181 Weighted-average assumptions used to determine benefit obligations for the year ended December 31: Discount rate 4.05 % 3.35 % 3.85 % Benefits under the plan is not based on wages and, therefore, future wage adjustments have no effect on the projected benefit obligation. During 2018, 2017 and 2016, the Company updated the mortality tables (RP-2017 Total Mortality Table, RP-2016 Total Mortality Table, and RP-2015 Total Mortality Table for each respective year) in the underlying assumptions used to determine the benefit obligation. The details of net periodic benefit cost for pension benefits included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 are as follows: (Table only in thousands) 2018 2017 2016 Service cost $ — $ 415 $ 447 Interest cost 1,190 1,314 1,426 Expected return on plan assets (1,511 ) (1,723 ) (1,829 ) Net amortization and deferral 238 227 212 Net periodic benefit cost (income) $ (83 ) $ 233 $ 256 Weighted-average assumptions used to determine net periodic benefit costs for the years ended December 31: Discount rate 3.35 % 3.85 % 4.00 % Expected return on assets 5.75 % 7.25 % 7.50 % The basis of the long-term rate of return assumption reflects the current asset mix for the pension plan of approximately 30% to 40% debt securities and 60% to 70% equity securities with assumed average annual returns of approximately 4% to 6% for debt securities and 8% to 12% for equity securities. The investment portfolio for the pension plan will be adjusted periodically to maintain the current ratios of debt securities and equity securities. Additional consideration is given to the historical returns for the pension plan as well as future long range projections of investment returns for each asset category. The long-term rate of return also considers administrative expenses of the plan. The net loss and prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2019 are $0.2 million and zero, respectively. Pension plan assets are invested in trusts comprised primarily of investments in various debt and equity funds. A fiduciary committee establishes the target asset mix and monitors asset performance. The expected rate of return on assets includes the determination of a real rate of return for equity and fixed income investment applied to the portfolio based on their relative weighting, increased by an underlying inflation rate. Our defined benefit pension plan asset allocation by asset category is as follows: Target Allocation Percentage of Plan Assets 2018 2018 2017 Asset Category: Cash and cash equivalents 0 % 3 % 4 % Equity securities 70 % 70 % 70 % Debt securities 30 % 27 % 26 % Total 100 % 100 % 100 % Estimated pension plan cash obligations are $2.1 million, $2.1 million, $2.1 million, $2.1 million, and $2.1 million for 2019 through 2023, respectively, and a total of $10.5 million for the years 2024 through 2028. Fair Value Measurements of Pension Plan Assets Following is a description of the valuation methodologies used for pension assets measured at fair value: • Cash and cash equivalents: Cash and cash equivalents consist primarily of cash on deposit in money market funds. Cash and cash equivalents are stated at cost, which approximates fair value. • Equity securities: Equity securities consist of various managed funds that invest primarily in common stocks. These securities are valued at the net asset value of shares held by the plans at year end. The net asset value is calculated based on the underlying shares and investments held by the funds. • Debt securities: Debt securities consist of U.S. government and agency securities, corporate bonds and notes, and managed funds that invest in fixed income securities. U.S governmental and agency securities are valued at closing prices reported in the active market in which the individual securities are traded. Corporate bonds and notes are valued using market inputs including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Inputs may be prioritized differently at certain times based on market conditions. Managed funds are valued at the net asset value of shares held by the plans at year end. The net asset value is calculated based on the underlying investments held by the fund. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The levels assigned to the defined benefit plan assets as of December 31, 2018, are summarized in the tables below: (Table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 685 $ — $ — $ 685 Equity securities 16,994 — — 16,994 Debt securities 6,518 — — 6,518 Total assets $ 24,197 $ — $ — $ 24,197 The levels assigned to the defined benefit plan assets as of December 31, 2017, are summarized in the tables below: (Table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 1,147 $ — $ — $ 1,147 Equity securities 18,722 — — 18,722 Debt securities 6,967 — — 6,967 Total assets $ 26,836 $ — $ — $ 26,836 The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chooses to stop participating in some of its multiemployer plans, CECO may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company participation in these plans for the year ended December 31, 2018, is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2018 is for the plan’s year-end at December 31, 2017. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Pension Fund EIN/Pension Plan Number Pension Protection Act Zone Status FIP/RP Status Pending/ Implemented Surcharge Imposed Expiration of Collective Bargaining Agreement Sheet Metal Workers’ National Pension Fund 52-6112463/001 Yellow FIP: Yes - Implemented RP: Yes - Implemented No various Sheet Metal Workers Local 224 Pension Plan 31-6171353/001 Yellow FIP: Yes - Implemented No May 31, 2022 Sheet Metal Workers Local No. 20, Indianapolis Area Pension fund 51-0168516/001 Green Is not subject No May 31, 2020 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256/001 Green Is not subject No May 1, 2019 Kirk and Blum was listed in the Sheet Metal Workers Local No. 177 Pension Fund’s Form 5500 as providing more than five percent of total contributions for the year ended December 31, 2017. The Company was not listed in any of the other plans’ Forms 5500 as providing more than five percent of the total contributions for the plans and plan years. At the date the financial statements were issued, Forms 5500 were not available for the plan years ended December 31, 2018. We have no current intention of withdrawing from any plan and, therefore, no liability has been provided in the accompanying consolidated financial statements. Amounts charged to pension expense under the above plans including the multi-employer plans totaled $1.4 million, $2.0 million and $2.1 million in 2018, 2017 and 2016, respectively. We have a profit sharing and 401(k) savings retirement plan for employees of certain of our subsidiaries. The plan covers substantially all employees who have 30 days of service, and who have attained 18 years of age. The plan allows us to make discretionary contributions and provides for employee salary deferrals of up to 100%. We made aggregate matching contributions and discretionary contributions of $1.7 million, $1.6 million, and $1.5 million during 2018, 2017 and 2016, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases | 12. Leases Sale-leaseback Transactions Financing Transaction In 2016, the Company entered into an agreement to sell one of its manufacturing facilities for gross proceeds of $ 5.0 0.3 4.7 13 As of December 31, 2018, future payments on the sale-leaseback financing liability are as follows (in thousands): Years 2019 $ 414 2020 422 2021 431 2022 439 2023 448 Thereafter 3,658 Total payments 5,812 Less amount representing interest (1,431 ) Total liability 4,381 Less current portion, included in accounts payable and accrued expenses (220 ) Long-term portion included, in other liabilities $ 4,161 As of December 31, 2018 and 2017, the net carrying value of the facility assets that are included in property, plant, and equipment on our Consolidated Balance Sheets amounted to $ 10.2 11.0 Capital Leases In 2016, the Company entered into agreements to sell two of its manufacturing facilities for gross proceeds of $ 9.3 0.5 8.8 The Company recorded a $ 4.4 8.7 4.67 The future minimum payments for the aforementioned capital leases as of December 31, 2018, are as follows (in thousands): Fiscal Years 2019 $ 838 2020 855 2021 872 2022 889 2023 907 Thereafter 6,407 Total payments 10,768 Less amount representing interest (2,433 ) Present value of future minimum lease payments 8,335 Less current portion, included in accounts payable and accrued expenses (478 ) Long-term portion, included in other liabilities $ 7,857 Capital lease assets included in the Consolidated Balance Sheets as part of property, plant, and equipment as of December 31, 2018 and 2017, are as follows (in thousands): 2018 2017 Depreciable Life (Years) Building and improvements, net of deferred gain $ 4,385 $ 4,385 13 Less: Accumulated depreciation (850 ) (534 ) Total $ 3,535 $ 3,851 Rent We lease certain facilities on a year-to-year basis. We also have future annual minimum rental commitments under noncancelable operating leases as follows: (Table only in thousands) December 31, 2019 $ 2,745 2020 1,880 2021 1,454 2022 931 2023 851 2024 and thereafter 2,278 $ 10,139 Total rent expense under all operating leases for 2018, 2017 and 2016 was $3.7 million, |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Legal Proceedings Asbestos cases Our subsidiary, Met-Pro, beginning in 2002 began to be named in asbestos-related lawsuits filed against a large number of industrial companies including, in particular, those in the pump and fluid handling industries. In management’s opinion, the complaints typically have been vague, general and speculative, alleging that Met-Pro, along with the numerous other defendants, sold unidentified asbestos-containing products and engaged in other related actions which caused injuries (including death) and loss to the plaintiffs. Counsel has advised that more recent cases typically allege more serious claims of mesothelioma. The Company’s insurers have hired attorneys who, together with the Company, are vigorously defending these cases. Many cases have been dismissed after the plaintiff fails to produce evidence of exposure to Met-Pro’s products. In those cases, where evidence has been produced, the Company’s experience has been that the exposure levels are low and the Company’s position has been that its products were not a cause of death, injury or loss. The Company has been dismissed from or settled a large number of these cases. Cumulative settlement payments from 2002 through December 31, 2018 for cases involving asbestos-related claims were $2.9 million which together with all legal fees other than corporate counsel expenses; $2.7 million have been paid by the Company’s insurers. The average cost per settled claim, excluding legal fees, was approximately $36,000. Based upon the most recent information available to the Company regarding such claims, there were a total of 208 cases pending against the Company as of December 31, 2018 (with Illinois, New York, Pennsylvania and West Virginia having the largest number of cases), as compared with 218 cases that were pending as of December 31, 2017. During 2018, 96 new cases were filed against the Company, and the Company was dismissed from 63 cases and settled 43 cases. Most of the pending cases have not advanced beyond the early stages of discovery, although a number of cases are on schedules leading to or are scheduled for trial. The Company believes that its insurance coverage is adequate for the cases currently pending against the Company and for the foreseeable future, assuming a continuation of the current volume, nature of cases and settlement amounts. However, the Company has no control over the number and nature of cases that are filed against it, nor as to the financial health of its insurers or their position as to coverage. The Company also presently believes that none of the pending cases will have a material adverse impact upon the Company’s results of operations, liquidity or financial condition. Other The Company is also a party to routine contract and employment-related litigation matters and routine audits of state and local tax returns arising in the ordinary course of its business. The final outcome and impact of open matters, and related claims and investigations that may be brought in the future, are subject to many variables, and cannot be predicted. In accordance with ASC 450, “Contingencies,” and related guidance, we record reserves for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. The Company expenses legal costs as they are incurred. We are not aware of pending claims or assessments, other than as described above, which may have a material adverse impact on our liquidity, financial position, results of operations, or cash flows. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes On December 22, 2017, the Tax Act was signed into law making significant changes to the U.S. tax code. In conjunction with guidance set forth under SAB 118, the Company recorded provisional amounts at December 31, 2017 for, most significantly, the remeasurement of deferred tax assets and liabilities to reflect the new U.S. statutory rate of 21 percent, and to account for the one-time “transition” tax on unrepatriated foreign earnings. During the year ended December 31, 2018, the Company updated its SAB 118 provisional estimates and completed its accounting for the provisions made as of December 31, 2017, which resulted in a $1.7 million adjustment for deemed distributions on foreign earnings. Certain of the Company’s undistributed earnings of its foreign subsidiaries are not permanently reinvested, as management intends to repatriate foreign-held cash as needed to meet domestic cash needs for operating, investing, and financing activities. A liability of $0.6 million has been recorded for the deferred taxes on such undistributed foreign earnings. The deferred taxes are attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. Income (loss) before income taxes was generated in the United States and globally as follows: (Table only in thousands) 2018 2017 2016 Domestic $ 6,230 $ 3,891 $ (39,623 ) Foreign (3,733 ) (2,482 ) 6,659 $ 2,497 $ 1,409 $ (32,964 ) Income tax provision consisted of the following for the years ended December 31: (Table only in thousands) 2018 2017 2016 Current: Federal $ 5,166 $ 6,234 $ 4,957 State 1,660 388 892 Foreign 2,834 939 3,191 9,660 7,561 9,040 Deferred: Federal 1,144 (2,479 ) (2,794 ) State 56 114 (409 ) Foreign (1,242 ) (758 ) (547 ) (42 ) (3,123 ) (3,750 ) $ 9,618 $ 4,438 $ 5,290 The income tax provision differs from the statutory rate due to the following: (Table only in thousands) 2018 2017 2016 Tax expense (benefit) at statutory rate $ 524 $ 494 $ (11,525 ) Increase (decrease) in tax resulting from: State income tax, net of federal benefit 1,337 367 174 Domestic production activities deduction — (235 ) (561 ) Intangible asset and goodwill impairment — 1,789 17,859 Change in uncertain tax position reserves 73 465 (624 ) Permanent differences related to divestitures 7,048 — — Permanent differences 693 1,026 (31 ) Impact of rate differences and adjustments 57 (20 ) (1,655 ) United States and foreign tax incentives (1,443 ) (240 ) (1,035 ) Earnout (income) expense (69 ) (1,779 ) 2,573 Change in valuation allowance 1,521 1,044 222 Revaluation of deferred tax assets and liabilities — (4,819 ) — Net deemed distribution on repatriation of foreign earnings (1,713 ) 6,426 — Foreign withholding taxes on repatriation of foreign earnings 666 — — Other 924 (80 ) (107 ) $ 9,618 $ 4,438 $ 5,290 Deferred income taxes reflect the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and tax credit carry forwards. The net deferred tax liabilities consisted of the following at December 31: December 31 (Table only in thousands) 2018 2017 Gross deferred tax assets: Accrued expenses and other $ 417 $ 286 Reserves on assets 1,276 2,000 Share-based compensation awards 459 436 Minimum pension 2,153 2,318 Net operating loss carry-forwards 3,478 3,471 Tax credit carry-forwards 2,352 1,634 Valuation allowances (5,474 ) (3,873 ) 4,661 6,272 Gross deferred tax liabilities: Depreciation (646 ) (448 ) Goodwill and intangibles (10,907 ) (13,588 ) Prepaid expenses and inventory (798 ) (585 ) Withholding tax on unremitted foreign earnings (551 ) — Revenue recognition (514 ) (1,861 ) (13,416 ) (16,482 ) Net deferred tax liabilities $ (8,755 ) $ (10,210 ) As of December 31, 2018, the Company has utilized substantially all of its federal net operating loss carry forwards. State and local net operating loss carry forwards total $29.4 million, which expire from 2019 to 2038. The Company has recorded a valuation allowance on certain of these net operating loss carry forwards to reflect expected realization. A $1.1 million foreign tax credit carryforward was generated in 2017 and a full valuation allowance has been recorded against it. The Company also has net operating loss carry forwards in foreign jurisdictions totaling $11.5 million. A full valuation allowance has been established against substantially all of these losses in foreign jurisdictions. As of December 31, 2018 and 2017, the Company has recorded a valuation reserve in the amount of $5.5 million and $3.9 million, respectively. The changes in the valuation allowance resulted in additional income tax expense of $1.5 million, $1.0 million, and $0.2 million in 2018, 2017, and 2016, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based on this assessment, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2018. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The Company accounts for uncertain tax positions pursuant to FASB ASC Topic 740. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company estimates that it may settle one or more foreign and domestic audits in the next twelve months that may result in a decrease in the amount of accrual for uncertain tax positions of up to $0.5 million. A reconciliation of the beginning and ending amount of uncertain tax position reserves included in other liabilities on the Consolidated Balance Sheets is as follows: (Table only in thousands) 2018 2017 Balance as of January 1, $ 866 $ 401 Additions for tax positions taken in prior years 73 465 Statute expirations — — Reductions of tax positions taken in prior years — — Balance as of December 31, $ 939 $ 866 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The reserve for uncertain tax positions includes $0.3 million, $0.3 million and $0.2 million of interest and penalties as of December 31, 2018, 2017 and 2016, respectively. The favorable settlement of all uncertain tax positions would impact the Company’s effective income tax rate. Tax years going back to 2014 remain open for examination by Federal authorities, and back to 2013 remain open for all significant state and foreign authorities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions During 2018, 2017 and 2016 we paid fees of $0.2 million, $0.3 million and $0.4 million, respectively, for consulting services to Icarus, through which Jason DeZwirek, our Chairman of our Board, provides services. During 2018, 2017 and 2016, we paid fees of $0.1 million in each year for consulting services to JMP Fam Holdings Inc., through which Jonathan Pollack, a member of the Board of Directors, provides services. All services described above are based on verbal agreements with the Company. The Board of Directors approves the above services on an annual basis. During the year ended December 31, 2016, the Company issued 89,640 shares of common stock to Icarus in connection with a cashless exercise of a warrant. In 2016, the Company entered into an agreement to repurchase 75,000 shares of common stock from a current employee. See Note 10 for further detail related to these transactions. During 2018, 2017, and 2016, we incurred rent expense of $0.6 million, $0.6 million, and $1.1 million, respectively, to lease facilities owned by the subsidiaries’ former owners at Adwest, Zhongli and Emtrol. Effective January 1, 2017, Adwest moved facilities and ended their lease with the former owner of the subsidiary, resulting in zero rent expense paid to the former owner. During 2018, 2017, and 2016, we purchased $0.3 million, $0.8 million and $0.8 million in inventory from companies owned by the former owner of the Zhongli subsidiary. During 2018, 2017, and 2016, we sold $0.1 million, $0.1 million and zero of inventory to the same companies. The Company employed the former owner in a managerial role at this subsidiary through December 31, 2017. |
Acquisition of Noncontrolling I
Acquisition of Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Noncontrolling Interest | 16. Acquisition In connection with the 2015 Peerless Mfg. Co. acquisition, the Company acquired a 60% equity investment in Peerless Propulsys that entitled the Company to 80% of Peerless Propulsys’s earnings. On July 11, 2016, the Company entered into an agreement with the noncontrolling owner of Peerless Propulsys and issued a promissory note in the amount of $5.3 million due on July 11, 2019 in exchange for 100% ownership in the equity and earnings of Peerless Propulsys. The minority interest had a carrying value of $4.1 million on the transaction date, compared to the purchase price of $5.3 million. Since the Company already had control over the equity investment, the $1.2 million excess paid over the carrying value was recorded as a reduction to additional paid in capital. The interest rate on the note is 1.50%, which approximates the market rate given the short-term duration of the note. As of December 31, 2018, the outstanding balance of the note was $1.7 million and was paid off in January 2019. The note is classified as a current liability in the Consolidated Balance Sheets as of December 31, 2018. |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Divestitures | 1 7 . Divestitures Strobic Air Corporation On March 30, 2018, the Company completed the sale of Strobic Air Corporation (“Strobic”) as part of its strategic decision to exit brands that do not align with the CECO portfolio to increase focus on better serving the energy and industrial solutions and fluid handling markets. The sales price was $28.5 million, subject to post-closing purchase price adjustments. The disposition resulted in a gain of $6.9 million, comprised of $27.9 million of net proceeds received as consideration after post-closing purchase price adjustments less net assets disposed of $18.8 million and transaction costs of $2.2 million. The net assets disposed of are primarily comprised of $13.0 million of goodwill, $2.3 million of definite-lived intangible assets and $1.2 million of indefinite-lived intangible assets allocated to the Strobic business. In 2017, Strobic reported $17.7 million in net sales and $1.6 million in income from operations. Strobic results through the date of disposition are included within income before income taxes in the Consolidated Statement of Operations and are reported within the Fluid Handling Solutions segment. The sale of Strobic did not constitute a significant strategic shift that will have a material impact on the Company’s ongoing operations and financial results. Keystone Filter On February 28, 2018, the Company completed the sale of the Keystone Filter brand (“Keystone”) as part of its strategic decision to exit brands that do not align with the CECO portfolio to increase focus on better serving energy and industrial solutions and fluid handling markets. The sales price was $7.5 million, subject to post-closing purchase price adjustments. The disposition resulted in a gain of $4.3 million, comprised of $7.2 million of net proceeds after post-closing purchase price adjustments less net assets disposed of $2.7 million and transaction costs of $0.2 million. Keystone results are reported within the Fluid Handling Solutions segment through the date of disposition. Zhongli On November 27, 2018, the Company completed the sale of Jiangyin Zhongli Industrial Technology Co. Ltd (“Zhongli”), a business in our Energy Solutions segment operating in China for a price of $3.6 million. In the third quarter of 2018, we classified the assets and liabilities of Zhongli as held-for-sale. In connection with classifying this business as held-for-sale, GAAP required us to assess impairment by comparing the estimated selling price, less cost to sell to our carrying value in Zhongli. Based on this analysis, we recorded a $15.1 million estimated loss. The disposal of this business does not constitute a significant strategic shift that will have a material impact on the Company’s ongoing operations and financial results. Zhongli results are reported within the Energy Solutions segment through the date of disposition. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segment Information | 1 8 . Business Segment Information The Company’s operations are organized and reviewed by management along its product lines or end market that the segment serves and are presented in three reportable segments. The results of the segments are reviewed through to the “Income (loss) from operations” line on the Consolidated Statements of Operations. The accounting policies of the segments are the same as those in the consolidated financial statements. Except for the information reported on a segment basis, the Company does not accumulate net sales information by product or service and therefore, the Company does not disclose net sales by product or service because to do so would be impractical. During the first quarter of 2018, the Company finalized an overall assessment and recalibration of its strategy. As a part of the changes to its strategy, management determined that a realignment of the Company’s segments was necessary to better reflect the technologies and solutions we provide, and the end markets we serve. As a result of this realignment, the reportable segments of the Company have been renamed and we reclassified the operating results of certain business units within the Energy Solutions and Industrial Solutions segments to have their reportable segment more closely align with our strategy. We have reclassified all prior year amounts to reflect the new segment structure. The Company’s reportable segments are organized as groups of similar products and services, as described as follows: • Energy Solutions segment: Our Energy Solutions segment serves the Energy market, where we are a key part of helping meet the global demand for Clean Energy with products and services that support our customers with efficient solutions and technologies to keep the world clean and safe. Our offerings improve air quality and solves fluid handling needs with market leading, highly engineered, and customized solutions for the power generation, oil & gas, and petrochemical industries. • Industrial Solutions segment: Our Industrial Solutions segment serves the Industrial Pollution Control market where our aim is to address the growing need to protect the air we breathe and help our customers’ desires for sustainability upgrades beyond carbon footprint issues. Our offerings improve air quality with a compelling solution set of air pollution control technologies that enable our customers to reduce their carbon footprint, lower energy consumption, minimize waste and meet compliance targets for toxic emissions, fumes, volatile organic compounds, and industrial odors. • Fluid Handling Solutions segment: Our Fluid Handling Solutions segment offers unique pump and filtration solutions that maintain safe and clean operations in some of the most harsh and toxic environments. In this market, we provide solutions for mission-critical applications to a wide variety of industries including, but not limited to, plating and metal finishing, food and beverage, chemical, petrochemical, pharmaceutical, wastewater treatment, desalination and the aquarium & aquaculture markets. 2018 2017 2016 Net Sales (less intra-, inter-segment sales) (Table only in thousands) Energy Solutions segment $ 211,185 $ 188,955 $ 254,806 Industrial Solutions segment 75,414 87,838 101,909 Fluid Handling Solutions segment 50,740 69,159 61,788 Corporate and Other (1) — (901 ) (1,492 ) Net sales $ 337,339 $ 345,051 $ 417,011 (1) Includes adjustment for revenue on intercompany jobs. 2018 2017 2016 Income (loss) from Operations (Table only in thousands) Energy Solutions segment $ 28,398 $ 14,565 $ 30,582 Industrial Solutions segment 5,635 8,123 8,481 Fluid Handling Solutions segment 8,402 14,736 (36,209 ) Corporate and Other (2) (32,433 ) (26,649 ) (26,817 ) Eliminations — (2,751 ) (1,599 ) Income (loss) from operations $ 10,002 $ 8,024 $ (25,562 ) (2) Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general 2018 2017 2016 Property and Equipment Additions (Table only in thousands) Energy Solutions segment $ 205 $ 444 $ 672 Industrial Solutions segment 756 160 301 Fluid Handling Solutions segment (3) 1,226 382 4,481 Corporate and Other 903 42 7 Property and equipment additions $ 3,090 $ 1,028 $ 5,461 (3) Includes non-cash additions of $4,385 for property, plant, and equipment acquired under capital leases for 2016. See Note 12 for further detail. 2018 2017 2016 Depreciation and Amortization (Table only in thousands) Energy Solutions segment $ 8,112 $ 9,675 $ 11,557 Industrial Solutions segment 1,067 1,488 1,814 Fluid Handling Solutions segment 3,517 4,754 5,406 Corporate and Other 576 171 126 Depreciation and amortization $ 13,272 $ 16,088 $ 18,903 December 31, 2018 2017 Identifiable Assets (Table only in thousands) Energy Solutions segment $ 245,842 $ 258,218 Industrial Solutions segment 54,179 66,723 Fluid Handling Solutions segment 73,910 100,917 Corporate and Other (4) 18,651 12,691 Identifiable assets $ 392,582 $ 438,549 (4) Corporate assets primarily consist of cash and income tax related assets. December 31, 2018 2017 Goodwill (Table only in thousands) Energy Solutions segment $ 97,930 $ 98,408 Industrial Solutions segment 22,419 22,419 Fluid Handling Solutions segment 31,807 46,124 Goodwill $ 152,156 $ 166,951 Intra-segment and Inter-segment Revenues The Company has divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales) as indicated in the following tables: Year Ended December 31, 2018 Less Inter-Segment Sales Total Sales Intra - Segment Sales Industrial Energy Fluid Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Energy Solutions segment $ 220,334 $ (7,912 ) $ (1,232 ) $ — $ (5 ) $ — $ 211,185 Industrial Solutions segment 79,139 (3,084 ) — (600 ) (41 ) — 75,414 Fluid Handling Solutions segment 52,846 (1,483 ) (616 ) (7 ) — — 50,740 Corporate and Other — — — — — — — Net Sales $ 352,319 $ (12,479 ) $ (1,848 ) $ (607 ) $ (46 ) $ — $ 337,339 Year Ended December 31, 2017 Less Inter-Segment Sales Total Sales Intra - Segment Sales Industrial Energy Fluid Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Energy Solutions segment $ 197,897 $ (8,833 ) $ (109 ) $ — $ — $ — $ 188,955 Industrial Solutions segment 91,915 (3,235 ) — (787 ) (55 ) — 87,838 Fluid Handling Solutions segment 73,652 (3,169 ) (492 ) (832 ) — — 69,159 Corporate and Other (5) — — — — — (901 ) (901 ) Net Sales $ 363,464 $ (15,237 ) $ (601 ) $ (1,619 ) $ (55 ) $ (901 ) $ 345,051 Year Ended December 31, 2016 Less Inter-Segment Sales Total Sales Intra - Segment Sales Industrial Energy Fluid Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Energy Solutions segment $ 258,710 $ (3,506 ) $ (398 ) $ — $ — $ — $ 254,806 Industrial Solutions segment 109,524 (4,256 ) — (3,153 ) (206 ) — 101,909 Fluid Handling Solutions segment 64,332 (1,714 ) (317 ) (513 ) — — 61,788 Corporate and Other (5) — — — — — (1,492 ) (1,492 ) Net Sales $ 432,566 $ (9,476 ) $ (715 ) $ (3,666 ) $ (206 ) $ (1,492 ) $ 417,011 (5) Includes adjustment for revenue on intercompany jobs. No single customer represented greater than 10% of consolidated net sales or accounts receivable for 2018, 2017, or 2016. For 2018, 2017, and 2016, sales to customers outside the United States, including export sales, accounted for approximately 33%, 32%, and 37%, respectively, of consolidated net sales. The largest portion of export sales in 2018 was destined for Asia (11.5%), Europe (11.0%), and Middle East and Africa (6.2%). Of consolidated long-lived assets, $19.1 million and $29.7 million were located outside of the United States as of December 31, 2018 and 2017, respectively. The largest portion of long-lived assets located outside the United States at December 31, 2018 were in Europe ($14.5 million). |
Quarterly Data (Unaudited)
Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data (Unaudited) | 19 . Earnings per share amounts are computed independently each quarter. Accordingly, the sum of each quarter’s per share amount may not equal the total per share amount for the respective year. Quarter (Table only in thousands, except per share data) First Second Third Fourth Year ended December 31, 2018 Net sales $ 74,139 $ 81,089 $ 88,256 $ 93,854 Gross profit 25,561 27,525 28,674 29,777 Net income (loss) attributable to CECO Environmental Corp. 5,763 (901 ) (12,915 ) 931 Basic earnings (loss) per share $ 0.17 $ (0.03 ) $ (0.37 ) $ 0.03 Diluted earnings (loss) per share $ 0.17 $ (0.03 ) $ (0.37 ) $ 0.03 Year ended December 31, 2017 Net sales $ 92,651 $ 93,870 $ 84,987 $ 73,543 Gross profit 31,929 28,486 27,133 25,646 Net income (loss) attributable to CECO Environmental Corp. 38 5,486 3,036 (11,589 ) Basic earnings (loss) per share $ 0.00 $ 0.16 $ 0.09 $ (0.34 ) Diluted earnings (loss) per share $ 0.00 $ 0.16 $ 0.09 $ (0.34 ) |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Nature of business | Nature of business — CECO Environmental Corp. and its consolidated subsidiaries (“CECO,” the “Company,” “we,” “us,” or “our”) is a global leader in industrial air quality and fluid handling serving the energy, industrial and other niche markets through an attractive asset-light business model. CECO provides innovative technology and application expertise that helps companies grow their businesses with safe, clean, and more efficient solutions to help protect our shared environment. CECO serves both established and emerging industries in regions around the world working to improve air quality, optimize the energy value chain, and provide customized engineered solutions in multiple applications that include oil and gas, power generation, water and wastewater, battery production, poly silicon fabrication, chemical and petrochemical processing, along with a wide range of other industries. |
Principles of consolidation | Principles of consolidation —Our consolidated financial statements include the Company and its controlled subsidiaries. All intercompany balances and transactions have been eliminated. Unless indicated, all balances within tables are in thousands except per share amounts. |
Use of estimates | Use of estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash equivalents | Cash equivalents —We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2018 and 2017, Restricted Cash is cash in support of letters of credit issued by various foreign subsidiaries of the Company. The Company occasionally enters into letters of credit with durations in excess of one year. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Cash Flows. December 31, 2018 2017 Cash and cash equivalents $ 43,676 $ 29,902 Restricted cash 762 591 Restricted cash included within deferred charges and other assets — 166 Total cash, cash equivalents and restricted cash $ 44,438 $ 30,659 |
Accounts Receivable | Accounts Receivable —Receivables are generally uncollateralized customer obligations due under normal terms requiring payment generally within 30 days from the invoice date unless otherwise determined by specific contract terms, generally due to retainage provisions. The Company’s estimate of the allowance for doubtful accounts for trade receivables is primarily determined based upon the length of time that the receivables are past due. In addition, management estimates are used to determine probable losses based upon an analysis of prior collection experience, specific account risks and economic conditions. Accounts are deemed uncollectible based on past account experience and the current financial condition of the account. |
Inventories | Inventories —The Company’s inventory is valued at the lower of cost or net realizable value, using the first-in, first-out inventory costing method. Inventory quantities are regularly reviewed and provisions for excess or obsolete inventory are recorded based on the Company’s forecast of future demand and market conditions. Significant unanticipated changes to the Company’s forecasts could require a change in the provision for excess or obsolete inventory. |
Assets Held for Sale | Assets Held for Sale —The Company classifies properties as held for sale when certain criteria are met. At such time, the properties, including significant assets that are expected to be transferred as part of a sale transaction, are presented separately on the consolidated balance sheet at the lower of carrying value or estimated fair value less costs to sell and depreciation is no longer recognized. Assets classified as held for sale included buildings, tracts of land and equipment. |
Property, plant and equipment | Property, plant and equipment —Property, plant and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Depreciation and amortization are provided using the straight-line method in amounts sufficient to amortize the cost of the assets over their estimated useful lives (buildings and improvements—generally five to 40 years; machinery and equipment—generally two to 15 years). Upon sale or disposal of property, plant and equipment, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts, and the net amount, less any proceeds from sale, is recorded in income. |
Intangible assets | Intangible assets — Indefinite life intangible assets are comprised of tradenames, while finite life intangible assets are comprised of technology, customer lists, noncompetition agreements and tradenames. Finite life intangible assets are amortized on a straight line or accelerated basis over their estimated useful lives of seven to 10 years for technology, five to 20 years for customer lists, five years for noncompetition agreements and 10 years for tradenames. |
Long-lived assets | Long-lived assets —Property, plant and equipment and finite life intangible assets are reviewed whenever events or changes in circumstances occur that indicate possible impairment. If events or changes in circumstances occur that indicate possible impairment, our impairment review is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of our assets and liabilities. This analysis requires management judgment with respect to changes in technology, the continued success of product lines, and future volume, revenue and expense growth rates. We conduct annual reviews for idle and underutilized equipment, and review business plans for possible impairment. Impairment occurs when the carrying value of the assets exceeds the future undiscounted cash flows expected to be earned by the use of the asset or asset group. When impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset or asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value. Additionally, the Company evaluates the remaining useful life each reporting period to determine whether events and circumstances warrant a revision to the remaining period of depreciation or amortization. If the estimate of a long-lived asset’s remaining useful life is changed, the remaining carrying amount of the asset is amortized prospectively over that revised remaining useful life. The Company completes an annual (or more often if circumstances require) impairment assessment of its indefinite life intangible assets. As a part of its annual assessment, typically, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not (defined as a likelihood of more than 50 percent) that the fair value of an asset is less than its carrying amount. If there is a qualitative determination that the fair value of a particular asset is more likely than not greater than its carrying value, we do not need to proceed to the quantitative estimated fair value test for that asset. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is determined by the relief from royalty method. If the estimated fair value of an asset is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its estimated fair value. |
Goodwill | Goodwill —The Company completes an annual (or more often if circumstances require) impairment assessment on October 1 of its goodwill on a reporting unit level, at or below the operating segment level. As a part of its annual assessment, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not (defined as a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If there is a qualitative determination that the fair value of a particular reporting unit is more likely than not greater than its carrying value, the Company does not need to quantitatively test for goodwill impairment for that reporting unit. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is determined using a weighting of the income method and the market method. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recorded. |
Deferred charges | Deferred charges —Deferred charges include deferred financing costs, which are amortized to interest expense over the life of the related loan. The Company incurred and capitalized $0.7 million of deferred financing fees in 2017 related to long-term debt modifications. Amortization expense was $1.1 million, $1.0 million and $1.1 million for 2018, 2017 and 2016, respectively. As of December 31, 2018 and 2017, remaining capitalized deferred financing costs of $1.7 million and $2.8 million, respectively, are included as a discount to debt in the accompanying Consolidated Balance Sheets. |
Revenue recognition | Revenue recognition Energy Solutions and Industrial Solutions Segments — Within the Energy Solutions and Industrial Solutions segments, a significant portion of our revenue is derived from fixed-price contracts. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For each contract, we assess the goods and services promised to a customer and identify a performance obligation for each distinct promised good or service. The typical life of our contracts is generally less than 12 months and each contract generally contains only one performance obligation, to provide goods or services to the customer. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. A significant amount of our revenue within the Energy Solutions and Industrial Solutions segments is recognized over a period of time as we perform under the contract because control of the work in process transfers continuously to the customer. For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation. Progress is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. For these contracts, the cost-to-cost measure best depicts the continuous transfer of goods or services to the customer. For contracts where the duration is short, total contract revenue is insignificant, or control does not continuously transfer to the customer, revenues are recognized at the point in time control passes to the customer, which occurs generally upon shipment of product. Progress payments are generally made over the duration of the contract. Shipping and handling activities after control of the products has transferred to the customer are considered fulfillment activities. Sales taxes are recorded on a net basis. Fluid Handling Solutions Segments — Within the Fluid Handling Solutions segment, a significant portion of our revenue is primarily derived from sales of inventory product and is recognized at the point in time control passes to the customer, which occurs generally upon shipment of the product. Payments vary by customer but are typically due within 30 days. Shipping and handling activities after control of the products has transferred to the customer are considered fulfillment activities. Sales taxes are recorded on a net basis. Contract Assets and Contract Liabilities — Contract assets consist of costs and earnings in excess of billings, costs incurred for contracts recognized at a point in time, and retainage. Costs and earnings in excess of billings represent the estimated value of unbilled work for contracts with performance obligations recognized over time and are separately classified as current assets in the Consolidated Balance Sheets. Costs incurred for contracts recognized at a point in time are classified within inventories as work-in-process. Retainage represents a portion of the contract billings that have been billed, but for which the contract allows the customer to retain a portion of the billed amount until final settlement. Retainage is not considered to be a significant financing component because the intent is to protect the customer. Retainage is classified within accounts receivable and deferred charges and other depending on when it is due. Almost all of the Company’s contract assets are classified as current assets in the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities, classified in accounts payable and accrued expenses in the Consolidated Balance Sheets, include advance payments received from customers for which revenue has not been recognized for contracts where revenue is recognized at a point in time. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. The revenue streams within the Company are consistent with those disclosed for our reportable segments. For descriptions of our product offerings and segments, see Note 18— Business Segment Information. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes to job performance, job conditions, and estimated profitability may result in revisions to contract revenue and costs and are recognized in the period in which the revisions are made. There was no provision for estimated losses on uncompleted contracts at December 31, 2018 and 2017. |
Cost of sales | Cost of sales —Cost of sales amounts include materials, direct labor and associated benefits, inbound freight charges, purchasing and receiving, inspection, warehousing, and depreciation. |
Claims | Claims —Change orders arise when the scope of the original project is modified for any of a variety of reasons. The Company will negotiate the extent of the modifications, its expected costs and recovery with the customer. Costs related to change orders are added to the expected total cost of the project. In cases where contract revenues are assured beyond a reasonable doubt to be increased in excess of the expected costs of the change order, incremental profit also is recognized on the contract. Such assurance is generally only achieved when the customer approves in writing the scope and pricing of the change order. Change orders that are in dispute are effectively handled as claims. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price. Costs attributable to claims are treated as contract costs as incurred. The Company recognizes certain significant claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated. When the customer or other parties agree in writing to the amount of the claim to be recovered by the Company, the amount of the claim becomes contractual and is accounted for as an increase in the contract’s total estimated revenue and estimated cost. As actual costs are incurred and revenues are recognized over time, a corresponding percentage of the revised total estimated profit will therefore be recognized. Should it become probable that the claim will not result in additional contract revenue, the Company removes the related contract revenues from its previous estimate of total revenues, which effectively reduces the estimated profit margin on the job and negatively impacts profit for the period. |
Pre-contract costs | Pre-contract costs —Pre-contract costs are not significant and are primarily internal costs. As most of the Company’s contracts are one year of less, the Company expenses all pre-contract costs as incurred regardless of whether or not the bids are successful. A majority of our business is obtained through a bidding process and this activity is on-going with multiple bids in process at any one time. These costs consist primarily of engineering, sales and project manager wages, fringes and general corporate overhead and it is deemed impractical to track activities related to any one specific contract. |
Selling and administrative expenses | Selling and administrative expenses —Selling and administrative expenses on the Consolidated Statements of Operations include sales and administrative wages and associated benefits, selling and office expenses, professional fees, bad debt expense and depreciation. Selling and administrative expenses are charged to expense as incurred. |
Acquisition and integration expenses | Acquisition and integration expenses —Acquisition and integration expenses on the Consolidated Statements of Operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. |
Amortization and earnout expenses | Amortization and earnout expenses —Amortization and earnout expenses on the Consolidated Statements of Operations include amortization of intangible assets, and changes to earnout and contingent compensation amounts related to acquisitions as more fully presented and described in Note 8. |
Restructuring expenses | Restructuring expenses —Restructuring expense on the Consolidated Statements of Operations include expenses related to a restructuring program implemented during the fourth quarter of 2017 to reduce operating costs in the future. Within restructuring expenses are charges related to severance, facility exit, legal and property, plant and equipment impairment. The Company’s policy is to recognize restructuring expenses in accordance with the accounting rules related to exit or disposal activities. |
Product Warranties | Product Warranties —The Company’s warranty reserve is to cover the products sold. The warranty accrual is based on historical claims information. The warranty reserve is reviewed and adjusted as necessary on a quarterly basis and is presented within Note 8. |
Research and Development | Research and Development —Although not technically defined as research and development, a significant amount of time, effort and expense is devoted to (a) custom engineering which qualifies products for specific customer applications, (b) developing proprietary process technology and (c) partnering with customers to develop new products. |
Income taxes | Income Taxes Deferred income taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases and are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Tax credits and other incentives reduce income tax expense in the year the credits are claimed. Management must assess the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal, state and foreign tax authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions, including many foreign jurisdictions. The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. The company has made an accounting policy election to record the U.S. income tax effect of future global intangible low-taxed income (“GILTI”) inclusions in the period in which they arise, rather than establishing deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusion. Certain of the Company’s undistributed earnings of its foreign subsidiaries are not permanently reinvested. A liability has been recorded for the deferred taxes on such undistributed foreign earnings. The amount is attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. |
Earnings per share | Earnings per share —The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share for 2018, 2017 and 2016. For the Year Ended December 31 2018 2017 2016 (Table only in thousands) Numerator (for basic and diluted earnings per share) Net loss $ (7,121 ) $ (3,029 ) $ (38,218 ) Denominator Basic weighted-average shares outstanding 34,714 34,445 33,980 Common stock equivalents arising from stock options and restricted stock awards — — — Diluted weighted-average shares outstanding 34,714 34,445 33,980 Options and unvested restricted stock units are included in the computation of diluted earnings per share using the treasury stock method. For 2018, 2017 and 2016, outstanding options and unvested restricted stock units of 0.8 million, 0.7 million and 1.6 million, respectively, were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. Once a restricted stock award vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share. |
Foreign Currency Translation | Foreign Currency Translation —The functional currencies of the Company’s foreign subsidiaries are their local currencies and their books and records are maintained in the local currency. The assets and liabilities of these foreign subsidiaries are translated into United States Dollars (“USD”) based on the end-of period exchange rates and the resultant translation adjustments are reported in Accumulated Other Comprehensive Loss in Shareholders’ equity on the Consolidated Balance Sheets. Income and expenses are translated into USD at average exchange rates in effect during the period. Transactions denominated in other than the local currency are remeasured into the local currency and the resulting exchange gains or losses are included in “Other income (expense), net” line of the Consolidated Statements of Operations. Transaction gains were $0.7 million, $0.1 million and $0.7 million in 2018, 2017 and 2016, respectively. |
New Financial Accounting Pronouncements | New Financial Accounting Pronouncements Accounting Standards Adopted in 2018 In March 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.” The standard relates to the accounting and disclosures around the issuance of the SEC’s Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB 118”), which the Company has adopted. See Note 14 – Income Taxes for the disclosures related to this amended guidance. In February 2018, the FASB issued ASU No. 2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The standard allows for reclassification of stranded tax effects on items resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings. Tax effects unrelated to the Tax Act are released from accumulated other comprehensive income based on the nature of the underlying item. The Company adopted this ASU in the first quarter of 2018, under the prospective method resulting in accumulated loss in the Consolidated Balance Sheets decreasing by approximately $1.1 million, with a corresponding increase in accumulated other comprehensive loss in the Consolidated Balance Sheets due to the reduction in the federal income tax rate from 35% to 21%. See Note 14 — Income Taxes for additional information about the Tax Act. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” ASU 2017-09 clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. We adopted ASU 2017-09 on January 1, 2018, under the prospective method. The adoption had no impact on our consolidated financial statements as there were no events requiring management to evaluate for a potential modification to a share-based payment award. In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” Under existing GAAP, an entity is required to present all components of net periodic pension cost and net periodic postretirement benefit cost aggregated as a net amount in the income statement, and this net amount may be capitalized as part of an asset where appropriate. ASU 2017-07 requires that the service cost component is reported in the same line item or items as other compensation costs arising from services rendered by the employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. We adopted ASU 2017-07 on January 1, 2018, under the retrospective method for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. The adoption resulted in reclassification of the other components of net periodic pension cost outside of operating income the impact of which was not material. See Note 11 – Pension and Employee Benefit Plans for additional disclosures related to the adoption of the standard. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. We adopted ASU 2017-01 on January 1, 2018, under the prospective method. The adoption of the standard’s definition of a business was followed for the Company’s 2018 divestitures. The divestitures would have been considered a business both before and after the adoption of the standard and, therefore, the provisions of ASU 2017-01 did not have a material effect on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU 2016-18 requires the change during the period in the total of cash, cash equivalents, and restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted ASU 2016-18 on January 1, 2018, under the retrospective method. The prior year statement of cash flows has been reclassified to conform with the standard. The impact of the adoption was not material to the Company. The adoption resulted in the Company classifying restricted cash in Cash, Cash Equivalents and Restricted Cash in the Consolidated Statements of Cash Flows for each period presented. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 provides guidance on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. We adopted ASU 2016-15 on January 1, 2018, under the retrospective method. The adoption resulted in the reclassification of $1.0 million payoff of loans on life insurance policies in the 2016 Statement of Cash Flows from financing activities to investing activities. In May 2014, the FASB issued ASU 2014-09, “Revenue From Contracts With Customers.” ASU 2014-09 supersedes nearly all existing revenue recognition principles under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration an entity expects to be entitled to for those goods or services using a defined five-step process. In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. We adopted ASU 2014-09 on January 1, 2018, under the modified retrospective method where the cumulative effect is recognized through retained earnings as of the date of adoption. Under the new standard, certain contract arrangements that were historically recognized over time under our previous policies will now be recognized at a point in time upon completion of the contracts. Based on the Company’s evaluation of existing contracts that were not substantially complete as of January 1, 2018, the $0.6 million cumulative effect adjustment to the opening balance of retained earnings is reflected in the Consolidated Statement of Shareholders’ Equity. See Note 1—Nature of Business and Summary of Significant Accounting Policies for details on our accounting policies under the new standard. Accounting Standards Yet to be Adopted In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans,” that makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. The new guidance eliminates requirements for certain disclosures that are no longer considered cost beneficial and requires new ones that the FASB considers pertinent. ASU 2018-14 is effective for us January 1, 2021. We are evaluating the impact of the adoption of ASU 2018-14 on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 expands an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allows for a simplified approach for fair value hedging of interest rate risk. ASU 2017-12 eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, ASU 2017-12 simplifies the hedge documentation and effectiveness assessment under the previous guidance. We will adopt the standard on January 1, 2019. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases,” which, together with its related clarifying ASUs, provides revised guidance for lease accounting and related disclosure requirements and establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. This guidance is effective for us on January 1, 2019. We will adopt the standard using the modified retrospective method which will be applied to leases that exist or are entered into on or after January 1, 2019. The Company will elect to utilize the package of practical expedients that allows entities to 1) not reassess whether any expired or existing contracts are or contain leases, 2) retain the existing classification of lease contracts as of the date of adoption, and 3) not reassess initial direct costs for any existing leases. The Company is in the final stages of evaluating its existing lease portfolio and is continuing to assess and quantify the amount of ROU assets and lease liabilities that will be included on its balance sheet as of January 1, 2019. The Company is finalizing its implementation of a new lease accounting and administration software solution to manage and account for leases under the new guidance and is updating certain of its business processes and internal controls to meet the reporting and disclosure requirements of the new standard. We believe that the new standard will have a material impact on our consolidated balance sheet due to the recognition of ROU assets and liabilities for our operating leases, but it is not expected to have a material impact on our statement of operations or liquidity. The ASU will also require disclosures to allow financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. Our leasing activity is primarily related to buildings as well as various sale-leaseback transactions. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported within Consolidated Statements of Cash Flows | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Cash Flows. December 31, 2018 2017 Cash and cash equivalents $ 43,676 $ 29,902 Restricted cash 762 591 Restricted cash included within deferred charges and other assets — 166 Total cash, cash equivalents and restricted cash $ 44,438 $ 30,659 |
Schedule of Numerators and Denominators Used to Calculate Basic and Diluted Earnings Per Share | Earnings per share —The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share for 2018, 2017 and 2016. For the Year Ended December 31 2018 2017 2016 (Table only in thousands) Numerator (for basic and diluted earnings per share) Net loss $ (7,121 ) $ (3,029 ) $ (38,218 ) Denominator Basic weighted-average shares outstanding 34,714 34,445 33,980 Common stock equivalents arising from stock options and restricted stock awards — — — Diluted weighted-average shares outstanding 34,714 34,445 33,980 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consisted of the following: December 31, (Table only in thousands) 2018 2017 Trade receivables $ 7,296 $ 11,603 Contract receivables 48,826 60,543 Allowance for doubtful accounts (2,897 ) (4,156 ) Total accounts receivable $ 53,225 $ 67,990 |
Costs and Estimated Earnings _2
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | December 31, (Table only in thousands) 2018 2017 Costs incurred on uncompleted contracts $ 174,168 $ 169,665 Estimated earnings 67,427 61,556 Total costs and estimated earnings on uncompleted contracts, gross 241,595 231,221 Less billings to date (232,045 ) (217,743 ) Total costs and estimated earnings on uncompleted contracts, net $ 9,550 $ 13,478 Included in the accompanying consolidated balance sheets under the following captions: Costs and estimated earnings in excess of billings on uncompleted contracts $ 29,694 $ 33,947 Billings in excess of costs and estimated earnings on uncompleted contracts (20,144 ) (20,469 ) Total costs and estimated earnings on uncompleted contracts, net $ 9,550 $ 13,478 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following: December 31, (Table only in thousands) 2018 2017 Raw materials $ 15,819 $ 18,444 Work in process 6,098 3,182 Finished goods 807 940 Obsolescence allowance (1,907 ) (1,597 ) Total inventories $ 20,817 $ 20,969 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | December 31, (Table only in thousands) 2018 2017 Land $ 1,623 $ 1,627 Building and improvements 18,185 18,063 Machinery and equipment 25,257 25,068 Property, plant and equipment, gross 45,065 44,758 Less accumulated depreciation (22,865 ) (21,358 ) Property, plant and equipment, net $ 22,200 $ 23,400 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill / Tradename | (Table only in thousands) Energy Solutions segment Industrial Solutions s egment Fluid Handling segment Totals Balance of goodwill at December 31, 2016 $ 101,610 $ 22,419 $ 46,124 $ 170,153 Impairment charge (4,443 ) — — (4,443 ) Foreign currency translation 1,241 — — 1,241 Balance of goodwill at December 31, 2017 98,408 22,419 46,124 166,951 Divestitures — — (14,317 ) (14,317 ) Foreign currency translation (478 ) — — (478 ) Balance of goodwill at December 31, 2018 $ 97,930 $ 22,419 $ 31,807 $ 152,156 Tradenames (Table only in thousands) 2018 2017 Balance beginning of year $ 19,691 $ 22,042 Impairment charge — (2,725 ) Divestitures (1,340 ) — Foreign currency adjustments (93 ) 374 Balance end of year $ 18,258 $ 19,691 |
Summary of Finite Lived Intangible Assets | The Company’s finite lived intangible assets as of December 31, 2018 and 2017 consisted of the following: 2018 2017 (Table only in thousands) Intangible assets – finite life Cost Accum. Amort. Cost Accum. Amort. Technology $ 14,457 $ 9,414 $ 15,867 $ 8,609 Customer lists 68,943 37,873 77,497 35,024 Noncompetition agreements 910 762 1,118 698 Tradename 1,390 579 1,390 440 Foreign currency adjustments (1,520 ) (407 ) (1,214 ) (69 ) Total finite life intangible assets $ 84,180 $ 48,221 $ 94,658 $ 44,702 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expense consisted of the following: December 31, (Table only in thousands) 2018 2017 Trade accounts payable, including amounts due to subcontractors $ 51,984 $ 45,409 Compensation and related benefits 7,578 5,246 Current portion of earnout liability — 2,989 Accrued warranty 3,384 4,464 Contract liability 6,541 1,676 Other 10,742 11,002 Total accounts payable and accrued expenses $ 80,229 $ 70,786 |
Schedule of Earnout Liability | The activity in the Company’s earnout liability was as follows for the years ended December 31, 2018 and 2017: (Table only in thousands) 2018 2017 Earnout accrued at beginning of year $ 4,475 $ 24,213 Fair value adjustment (330 ) (6,610 ) Compensation expense adjustment 222 1,240 Foreign currency translation adjustment (65 ) 825 Payments (2,862 ) (15,193 ) Other reclassifications (1,440 ) — Earnout accrued at end of year — 4,475 Less: current portion of earnout — (2,989 ) Balance of long-term portion of earnout recorded in other liabilities $ — $ 1,486 |
Senior Debt (Tables)
Senior Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following at December 31, 2018 and 2017: December 31, (Table only in thousands) 2018 2017 Outstanding borrowings under Credit Facility (defined below). Term loan balance due upon maturity in September 2020. – Term loan $ 76,147 $ 113,903 – U.S. Dollar revolving loans — 1,000 – Unamortized debt discount (1,691 ) (2,834 ) Total outstanding borrowings under Credit Facility 74,456 112,069 Outstanding borrowings (U.S. dollar equivalent) under Foreign Debt — 2,764 Total outstanding borrowings 74,456 114,833 Less: current portion — 11,296 Total debt, less current portion $ 74,456 $ 103,537 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Dividend Declared | During 2017 and 2016, our Board declared the following quarterly cash dividends on our common stock: Dividend Per Share Record Date Payment Date $0.075 August 7, 2017 September 29, 2017 $0.075 May 10, 2017 June 30, 2017 $0.075 March 6, 2017 March 31, 2017 $0.066 December 16, 2016 December 30, 2016 $0.066 September 16, 2016 September 30, 2016 $0.066 June 18, 2016 June 30, 2016 $0.066 March 18, 2016 March 31, 2016 |
Summary of Stock Option | Information related to all stock options under the 2017 Plan and 2007 Plan for 2018, 2017 and 2016 is shown in the tables below: (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2017 655 $ 10.53 6.0 years Forfeitures (132 ) 11.53 Exercised (16 ) 5.55 Outstanding at December 31, 2018 507 10.43 5.2 years $ 186 Exercisable at December 31, 2018 402 10.52 4.6 years $ 186 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2016 1,519 $ 10.25 6.1 years Granted 128 9.24 Forfeitures (700 ) 12.44 Exercised (292 ) 3.92 Outstanding at December 31, 2017 655 10.53 6.0 years $ 78 Exercisable at December 31, 2017 463 10.49 5.2 years $ 78 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2015 1,877 $ 10.30 6.8 years Granted 105 7.36 Forfeitures (268 ) 11.91 Exercised (195 ) 6.90 Outstanding at December 31, 2016 1,519 10.25 6.1 years $ 5,816 Exercisable at December 31, 2016 959 9.23 5.3 years $ 4,608 |
Summary of Restricted Stock Awards | Information related to restricted stock awards under the 2017 Plan and 2007 Plan for 2018, 2017 and 2016 is shown in the table below. The fair value of restricted stock awards is based on the price of the stock in the open market on the date of the grant. The fair value of the restricted stock awards is recorded as compensation expense on a straight-line basis over the vesting periods of the awards and we account for forfeitures when they occur. (Shares in thousands) Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 321 $ 9.55 Granted 267 9.76 Vested (17 ) 10.24 Forfeited (62 ) 9.64 Nonvested at December 31, 2016 509 9.64 Granted 405 9.88 Vested (92 ) 9.78 Forfeited (268 ) 9.70 Nonvested at December 31, 2017 554 9.75 Granted 963 5.21 Vested (217 ) 9.50 Forfeited (49 ) 9.80 Nonvested at December 31, 2018 1,251 6.30 The Company received $0.1 million, $1.1 million and $1.3 million of cash from employees exercising options in 2018, 2017 and 2016, respectively. The intrinsic value of options exercised during 2018, 2017 and 2016 was $24,000, $2.6 million and $1.0 million, respectively. Unrecognized compensation expense related to nonvested shares of stock options, restricted stock and performance units was $6.3 million at December 31, 2018 and will be recognized over a weighted average vesting period of 2.3 years. |
Pension and Employee Benefit _2
Pension and Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Changes in Projected Benefit Obligations | The following tables set forth the plan changes in benefit obligations, plan assets and funded status on the measurement dates, December 31, 2018, 2017 and 2016, and amounts recognized in our Consolidated Balance Sheets within other long-term liabilities. |
Weighted-average Assumptions Used to Determine Net Periodic Benefit Cost | The details of net periodic benefit cost for pension benefits included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 are as follows: (Table only in thousands) 2018 2017 2016 Service cost $ — $ 415 $ 447 Interest cost 1,190 1,314 1,426 Expected return on plan assets (1,511 ) (1,723 ) (1,829 ) Net amortization and deferral 238 227 212 Net periodic benefit cost (income) $ (83 ) $ 233 $ 256 Weighted-average assumptions used to determine net periodic benefit costs for the years ended December 31: Discount rate 3.35 % 3.85 % 4.00 % Expected return on assets 5.75 % 7.25 % 7.50 % |
Details of Defined Benefit Pension Plan Asset Allocation by Asset Category | Our defined benefit pension plan asset allocation by asset category is as follows: Target Allocation Percentage of Plan Assets 2018 2018 2017 Asset Category: Cash and cash equivalents 0 % 3 % 4 % Equity securities 70 % 70 % 70 % Debt securities 30 % 27 % 26 % Total 100 % 100 % 100 % |
Disclosure of Fair Value Measurements of Pension Plan Assets | The levels assigned to the defined benefit plan assets as of December 31, 2018, are summarized in the tables below: (Table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 685 $ — $ — $ 685 Equity securities 16,994 — — 16,994 Debt securities 6,518 — — 6,518 Total assets $ 24,197 $ — $ — $ 24,197 The levels assigned to the defined benefit plan assets as of December 31, 2017, are summarized in the tables below: (Table only in thousands) Level 1 Level 2 Level 3 Total Pension assets, at fair value: Cash and cash equivalents $ 1,147 $ — $ — $ 1,147 Equity securities 18,722 — — 18,722 Debt securities 6,967 — — 6,967 Total assets $ 26,836 $ — $ — $ 26,836 |
Summary of Pension Fund General Information | Pension Fund EIN/Pension Plan Number Pension Protection Act Zone Status FIP/RP Status Pending/ Implemented Surcharge Imposed Expiration of Collective Bargaining Agreement Sheet Metal Workers’ National Pension Fund 52-6112463/001 Yellow FIP: Yes - Implemented RP: Yes - Implemented No various Sheet Metal Workers Local 224 Pension Plan 31-6171353/001 Yellow FIP: Yes - Implemented No May 31, 2022 Sheet Metal Workers Local No. 20, Indianapolis Area Pension fund 51-0168516/001 Green Is not subject No May 31, 2020 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256/001 Green Is not subject No May 1, 2019 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Payment on Sale-leaseback Financing Liability | As of December 31, 2018, future payments on the sale-leaseback financing liability are as follows (in thousands): Years 2019 $ 414 2020 422 2021 431 2022 439 2023 448 Thereafter 3,658 Total payments 5,812 Less amount representing interest (1,431 ) Total liability 4,381 Less current portion, included in accounts payable and accrued expenses (220 ) Long-term portion included, in other liabilities $ 4,161 |
Schedule of Future Minimum Payments for Capital Leases | The future minimum payments for the aforementioned capital leases as of December 31, 2018, are as follows (in thousands): Fiscal Years 2019 $ 838 2020 855 2021 872 2022 889 2023 907 Thereafter 6,407 Total payments 10,768 Less amount representing interest (2,433 ) Present value of future minimum lease payments 8,335 Less current portion, included in accounts payable and accrued expenses (478 ) Long-term portion, included in other liabilities $ 7,857 |
Schedule of Capital Lease Assets Included in Condensed Consolidated Balance Sheets | Capital lease assets included in the Consolidated Balance Sheets as part of property, plant, and equipment as of December 31, 2018 and 2017, are as follows (in thousands): 2018 2017 Depreciable Life (Years) Building and improvements, net of deferred gain $ 4,385 $ 4,385 13 Less: Accumulated depreciation (850 ) (534 ) Total $ 3,535 $ 3,851 |
Summary of Future Annual Minimum Rental Commitments Under Non-Cancellable Operating Lease | We lease certain facilities on a year-to-year basis. We also have future annual minimum rental commitments under noncancelable operating leases as follows: (Table only in thousands) December 31, 2019 $ 2,745 2020 1,880 2021 1,454 2022 931 2023 851 2024 and thereafter 2,278 $ 10,139 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | Income (loss) before income taxes was generated in the United States and globally as follows: (Table only in thousands) 2018 2017 2016 Domestic $ 6,230 $ 3,891 $ (39,623 ) Foreign (3,733 ) (2,482 ) 6,659 $ 2,497 $ 1,409 $ (32,964 ) |
Schedule of Income Tax Provision | Income tax provision consisted of the following for the years ended December 31: (Table only in thousands) 2018 2017 2016 Current: Federal $ 5,166 $ 6,234 $ 4,957 State 1,660 388 892 Foreign 2,834 939 3,191 9,660 7,561 9,040 Deferred: Federal 1,144 (2,479 ) (2,794 ) State 56 114 (409 ) Foreign (1,242 ) (758 ) (547 ) (42 ) (3,123 ) (3,750 ) $ 9,618 $ 4,438 $ 5,290 The income tax provision differs from the statutory rate due to the following: (Table only in thousands) 2018 2017 2016 Tax expense (benefit) at statutory rate $ 524 $ 494 $ (11,525 ) Increase (decrease) in tax resulting from: State income tax, net of federal benefit 1,337 367 174 Domestic production activities deduction — (235 ) (561 ) Intangible asset and goodwill impairment — 1,789 17,859 Change in uncertain tax position reserves 73 465 (624 ) Permanent differences related to divestitures 7,048 — — Permanent differences 693 1,026 (31 ) Impact of rate differences and adjustments 57 (20 ) (1,655 ) United States and foreign tax incentives (1,443 ) (240 ) (1,035 ) Earnout (income) expense (69 ) (1,779 ) 2,573 Change in valuation allowance 1,521 1,044 222 Revaluation of deferred tax assets and liabilities — (4,819 ) — Net deemed distribution on repatriation of foreign earnings (1,713 ) 6,426 — Foreign withholding taxes on repatriation of foreign earnings 666 — — Other 924 (80 ) (107 ) $ 9,618 $ 4,438 $ 5,290 |
Schedule of Net Deferred Tax Assets and Liabilities | Deferred income taxes reflect the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and tax credit carry forwards. The net deferred tax liabilities consisted of the following at December 31: December 31 (Table only in thousands) 2018 2017 Gross deferred tax assets: Accrued expenses and other $ 417 $ 286 Reserves on assets 1,276 2,000 Share-based compensation awards 459 436 Minimum pension 2,153 2,318 Net operating loss carry-forwards 3,478 3,471 Tax credit carry-forwards 2,352 1,634 Valuation allowances (5,474 ) (3,873 ) 4,661 6,272 Gross deferred tax liabilities: Depreciation (646 ) (448 ) Goodwill and intangibles (10,907 ) (13,588 ) Prepaid expenses and inventory (798 ) (585 ) Withholding tax on unremitted foreign earnings (551 ) — Revenue recognition (514 ) (1,861 ) (13,416 ) (16,482 ) Net deferred tax liabilities $ (8,755 ) $ (10,210 ) |
Schedule of Reconciliation of Uncertain Tax Position | A reconciliation of the beginning and ending amount of uncertain tax position reserves included in other liabilities on the Consolidated Balance Sheets is as follows: (Table only in thousands) 2018 2017 Balance as of January 1, $ 866 $ 401 Additions for tax positions taken in prior years 73 465 Statute expirations — — Reductions of tax positions taken in prior years — — Balance as of December 31, $ 939 $ 866 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Net Sales and Income (Loss) from Operation by Business Segment | 2018 2017 2016 Net Sales (less intra-, inter-segment sales) (Table only in thousands) Energy Solutions segment $ 211,185 $ 188,955 $ 254,806 Industrial Solutions segment 75,414 87,838 101,909 Fluid Handling Solutions segment 50,740 69,159 61,788 Corporate and Other (1) — (901 ) (1,492 ) Net sales $ 337,339 $ 345,051 $ 417,011 (1) Includes adjustment for revenue on intercompany jobs. 2018 2017 2016 Income (loss) from Operations (Table only in thousands) Energy Solutions segment $ 28,398 $ 14,565 $ 30,582 Industrial Solutions segment 5,635 8,123 8,481 Fluid Handling Solutions segment 8,402 14,736 (36,209 ) Corporate and Other (2) (32,433 ) (26,649 ) (26,817 ) Eliminations — (2,751 ) (1,599 ) Income (loss) from operations $ 10,002 $ 8,024 $ (25,562 ) (2) Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general |
Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets | 2018 2017 2016 Property and Equipment Additions (Table only in thousands) Energy Solutions segment $ 205 $ 444 $ 672 Industrial Solutions segment 756 160 301 Fluid Handling Solutions segment (3) 1,226 382 4,481 Corporate and Other 903 42 7 Property and equipment additions $ 3,090 $ 1,028 $ 5,461 (3) Includes non-cash additions of $4,385 for property, plant, and equipment acquired under capital leases for 2016. See Note 12 for further detail. 2018 2017 2016 Depreciation and Amortization (Table only in thousands) Energy Solutions segment $ 8,112 $ 9,675 $ 11,557 Industrial Solutions segment 1,067 1,488 1,814 Fluid Handling Solutions segment 3,517 4,754 5,406 Corporate and Other 576 171 126 Depreciation and amortization $ 13,272 $ 16,088 $ 18,903 December 31, 2018 2017 Identifiable Assets (Table only in thousands) Energy Solutions segment $ 245,842 $ 258,218 Industrial Solutions segment 54,179 66,723 Fluid Handling Solutions segment 73,910 100,917 Corporate and Other (4) 18,651 12,691 Identifiable assets $ 392,582 $ 438,549 (4) Corporate assets primarily consist of cash and income tax related assets. |
Goodwill | December 31, 2018 2017 Goodwill (Table only in thousands) Energy Solutions segment $ 97,930 $ 98,408 Industrial Solutions segment 22,419 22,419 Fluid Handling Solutions segment 31,807 46,124 Goodwill $ 152,156 $ 166,951 |
Intra-Segment and Inter-Segment Revenues | The Company has divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales) as indicated in the following tables: Year Ended December 31, 2018 Less Inter-Segment Sales Total Sales Intra - Segment Sales Industrial Energy Fluid Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Energy Solutions segment $ 220,334 $ (7,912 ) $ (1,232 ) $ — $ (5 ) $ — $ 211,185 Industrial Solutions segment 79,139 (3,084 ) — (600 ) (41 ) — 75,414 Fluid Handling Solutions segment 52,846 (1,483 ) (616 ) (7 ) — — 50,740 Corporate and Other — — — — — — — Net Sales $ 352,319 $ (12,479 ) $ (1,848 ) $ (607 ) $ (46 ) $ — $ 337,339 Year Ended December 31, 2017 Less Inter-Segment Sales Total Sales Intra - Segment Sales Industrial Energy Fluid Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Energy Solutions segment $ 197,897 $ (8,833 ) $ (109 ) $ — $ — $ — $ 188,955 Industrial Solutions segment 91,915 (3,235 ) — (787 ) (55 ) — 87,838 Fluid Handling Solutions segment 73,652 (3,169 ) (492 ) (832 ) — — 69,159 Corporate and Other (5) — — — — — (901 ) (901 ) Net Sales $ 363,464 $ (15,237 ) $ (601 ) $ (1,619 ) $ (55 ) $ (901 ) $ 345,051 Year Ended December 31, 2016 Less Inter-Segment Sales Total Sales Intra - Segment Sales Industrial Energy Fluid Corp and Other Net Sales to Outside Customers Net Sales (Table only in thousands) Energy Solutions segment $ 258,710 $ (3,506 ) $ (398 ) $ — $ — $ — $ 254,806 Industrial Solutions segment 109,524 (4,256 ) — (3,153 ) (206 ) — 101,909 Fluid Handling Solutions segment 64,332 (1,714 ) (317 ) (513 ) — — 61,788 Corporate and Other (5) — — — — — (1,492 ) (1,492 ) Net Sales $ 432,566 $ (9,476 ) $ (715 ) $ (3,666 ) $ (206 ) $ (1,492 ) $ 417,011 (5) Includes adjustment for revenue on intercompany jobs. |
Quarterly Data (Unaudited) (Tab
Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Earnings per share amounts are computed independently each quarter. Accordingly, the sum of each quarter’s per share amount may not equal the total per share amount for the respective year. Quarter (Table only in thousands, except per share data) First Second Third Fourth Year ended December 31, 2018 Net sales $ 74,139 $ 81,089 $ 88,256 $ 93,854 Gross profit 25,561 27,525 28,674 29,777 Net income (loss) attributable to CECO Environmental Corp. 5,763 (901 ) (12,915 ) 931 Basic earnings (loss) per share $ 0.17 $ (0.03 ) $ (0.37 ) $ 0.03 Diluted earnings (loss) per share $ 0.17 $ (0.03 ) $ (0.37 ) $ 0.03 Year ended December 31, 2017 Net sales $ 92,651 $ 93,870 $ 84,987 $ 73,543 Gross profit 31,929 28,486 27,133 25,646 Net income (loss) attributable to CECO Environmental Corp. 38 5,486 3,036 (11,589 ) Basic earnings (loss) per share $ 0.00 $ 0.16 $ 0.09 $ (0.34 ) Diluted earnings (loss) per share $ 0.00 $ 0.16 $ 0.09 $ (0.34 ) |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) shares in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)Obligationshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | |
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Cash equivalents and restricted cash, original maturities of highly liquid investments | 3 months | |||
Accounts receivables payment period from invoice date | 30 days | |||
Property, Plant and Equipment, Useful Life | 13 years | |||
Incurred or capitalized deferred financing costs | $ 700,000 | |||
Provision for Estimated losses on uncompleted contracts | $ 0 | $ 0 | ||
Anti-dilutive options and unvested restricted stock units outstanding | shares | 0.8 | 0.7 | 1.6 | |
Foreign currency transaction gain (loss) | $ 700,000 | $ 100,000 | $ 700,000 | |
U.S. federal corporate statutory tax rate | 21.00% | 35.00% | ||
ASU 2018-02 [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Decrease in accumulated loss | $ 1,100 | |||
Increase in accumulated other comprehensive loss | $ 1,100 | |||
ASU 2014-09 [Member] | Energy Solutions And Industrial Solutions Segments | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Revenue performance obligation, description of timing | The typical life of our contracts is generally less than 12 months and each contract generally contains only one performance obligation, to provide goods or services to the customer. | |||
Number of performance obligation | Obligation | 1 | |||
Interest Expense | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Amortization of deferred finance cost | $ 1,100,000 | $ 1,000,000 | $ 1,100,000 | |
Discount to Debt [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Capitalized deferred financing costs | $ 1,700,000 | $ 2,800,000 | ||
Tradename [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 10 years | |||
Non-compete Agreements [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 5 years | |||
Minimum [Member] | Technology [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 7 years | |||
Minimum [Member] | Customer Lists [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 5 years | |||
Maximum [Member] | ASU 2014-09 [Member] | Energy Solutions And Industrial Solutions Segments | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Contracts life | 12 months | |||
Maximum [Member] | Technology [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 10 years | |||
Maximum [Member] | Customer Lists [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, Useful Life | 20 years | |||
Building and Improvements [Member] | Minimum [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | |||
Building and Improvements [Member] | Maximum [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 40 years | |||
Machinery and Equipment [Member] | Minimum [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 2 years | |||
Machinery and Equipment [Member] | Maximum [Member] | ||||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 15 years |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported within Consolidated Statements of Cash Flows (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Changes And Error Corrections [Abstract] | ||||
Cash and cash equivalents | $ 43,676 | $ 29,902 | ||
Restricted cash | 762 | 591 | ||
Restricted cash included within deferred charges and other assets | 166 | |||
Total cash, cash equivalents and restricted cash | $ 44,438 | $ 30,659 | $ 48,006 | $ 39,513 |
Nature of Business and Summar_6
Nature of Business and Summary of Significant Accounting Policies - Schedule of Numerators and Denominators Used to Calculate Basic and Diluted Earnings Per Share (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator (for basic and diluted earnings per share) | |||
Net loss | $ (7,121) | $ (3,029) | $ (38,218) |
Denominator | |||
Basic | 34,714,395 | 34,445,256 | 33,979,549 |
Diluted | 34,714,395 | 34,445,256 | 33,979,549 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Of Financial Instruments [Line Items] | ||
Fair value of note payable | $ 1,700 | $ 5,300 |
Cash and cash equivalents | 43,676 | 29,902 |
Cash held outside United States, principally in Netherlands, United Kingdom, China, and Canada | 23,300 | 19,700 |
Credit Facility [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Fair value of debt issued | $ 76,100 | $ 114,900 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contract receivables | $ 48,826 | $ 60,543 |
Allowance for doubtful accounts | (2,897) | (4,156) |
Total accounts receivable | 53,225 | 67,990 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 7,296 | $ 11,603 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Amount billed but not received under retainage provisions in contracts | $ 900 | $ 2,500 | |
Retainage receivables on contracts minimum period | 1 year | ||
Retainage receivables on contracts maximum period | 2 years | ||
Provision for doubtful accounts | $ 1,357 | 3,895 | $ 848 |
Charge-offs | 800 | 1,500 | $ 300 |
Allowance for doubtful accounts | 2,897 | $ 4,156 | |
Contract Receivables [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Divestitures impacted amount on contract receivables | 22,200 | ||
Allowance for doubtful accounts | $ 1,200 |
Costs and Estimated Earnings _3
Costs and Estimated Earnings on Uncompleted Contracts - Costs and Estimated Earnings on Uncompleted Contracts (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Costs In Excess Of Billings On Uncompleted Contracts Or Programs [Abstract] | ||
Costs incurred on uncompleted contracts | $ 174,168 | $ 169,665 |
Estimated earnings | 67,427 | 61,556 |
Total costs and estimated earnings on uncompleted contracts, gross | 241,595 | 231,221 |
Less billings to date | (232,045) | (217,743) |
Total costs and estimated earnings on uncompleted contracts, net | 9,550 | 13,478 |
Included in the accompanying consolidated balance sheets under the following captions: | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | 29,694 | 33,947 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (20,144) | (20,469) |
Total costs and estimated earnings on uncompleted contracts, net | $ 9,550 | $ 13,478 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Net [Abstract] | ||
Raw materials | $ 15,819 | $ 18,444 |
Work in process | 6,098 | 3,182 |
Finished goods | 807 | 940 |
Obsolescence allowance | (1,907) | (1,597) |
Total inventories | $ 20,817 | $ 20,969 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |||
Amounts credited to the allowance for obsolete inventory | $ 0.5 | $ 0.2 | $ 1.2 |
Items charged to the allowance for inventory write-offs | $ 0.3 | $ 0.6 | $ 0.2 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 45,065 | $ 44,758 |
Less accumulated depreciation | (22,865) | (21,358) |
Property, plant and equipment, net | 22,200 | 23,400 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,623 | 1,627 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 18,185 | 18,063 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 25,257 | $ 25,068 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 3.5 | $ 4.5 | $ 5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Goodwill, beginning balance | $ 166,951 | $ 170,153 | |
Goodwill, impairment charge | 0 | (4,443) | $ (53,800) |
Goodwill, divestitures | (14,317) | ||
Goodwill, foreign currency translation | (478) | 1,241 | |
Goodwill, ending balance | 152,156 | 166,951 | 170,153 |
Tradename, beginning balance | 19,691 | 22,042 | |
Tradename, impairment charge | (2,725) | ||
Tradename, divestitures | (1,340) | ||
Tradename, foreign currency adjustments | (93) | 374 | |
Tradename, ending balance | 18,258 | 19,691 | 22,042 |
Energy Solutions Segment [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 98,408 | 101,610 | |
Goodwill, impairment charge | (4,443) | ||
Goodwill, foreign currency translation | (478) | 1,241 | |
Goodwill, ending balance | 97,930 | 98,408 | 101,610 |
Industrial Solutions Segment [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 22,419 | 22,419 | |
Goodwill, ending balance | 22,419 | 22,419 | 22,419 |
Fluid Handling Segment [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 46,124 | 46,124 | |
Goodwill, divestitures | (14,317) | ||
Goodwill, ending balance | $ 31,807 | $ 46,124 | $ 46,124 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)Unit | Dec. 31, 2017USD ($)Unit | Dec. 31, 2016USD ($)Unit | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Aggregate amount of goodwill acquired | $ 212,800 | $ 242,300 | |
Aggregate amount of impairment | $ 60,700 | 75,300 | |
Number of reporting units | Unit | 3 | ||
Goodwill, impairment loss | $ 0 | 4,443 | $ 53,800 |
Impairment of intangible assets | 2,725 | ||
Amortization expense of finite life intangible assets | 9,600 | $ 11,500 | $ 13,900 |
Amortization expense of finite life intangibles for 2019 | 8,100 | ||
Amortization expense of finite life intangibles for 2020 | 6,500 | ||
Amortization expense of finite life intangibles for 2021 | 5,300 | ||
Amortization expense of finite life intangibles for 2022 | 4,500 | ||
Amortization expense of finite life intangibles for 2023 | $ 3,600 | ||
Four Reporting Units [Member] | |||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Number of reporting units | Unit | 4 | 4 | |
Impairment of intangible assets | $ 2,700 | $ 4,200 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Finite Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 84,180 | $ 94,658 |
Accumulated Amortization | 48,221 | 44,702 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 14,457 | 15,867 |
Accumulated Amortization | 9,414 | 8,609 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 68,943 | 77,497 |
Accumulated Amortization | 37,873 | 35,024 |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 910 | 1,118 |
Accumulated Amortization | 762 | 698 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,390 | 1,390 |
Accumulated Amortization | 579 | 440 |
Foreign Currency Adjustments [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | (1,520) | (1,214) |
Accumulated Amortization | $ (407) | $ (69) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Trade accounts payable, including amounts due to subcontractors | $ 51,984 | $ 45,409 |
Compensation and related benefits | 7,578 | 5,246 |
Current portion of earnout liability | 2,989 | |
Accrued warranty | 3,384 | 4,464 |
Contract liability | 6,541 | 1,676 |
Other | 10,742 | 11,002 |
Total accounts payable and accrued expenses | $ 80,229 | $ 70,786 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses - Summary of Earnout Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition Contingent Consideration [Line Items] | |||
Fair value adjustment | $ (330) | $ (6,610) | $ 4,218 |
Less: current portion of earnout | (2,989) | ||
Energy Solutions Segment [Member] | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Earnout accrued at beginning of year | 4,475 | 24,213 | |
Fair value adjustment | (330) | (6,610) | |
Compensation expense adjustment | 222 | 1,240 | |
Foreign currency translation adjustment | (65) | 825 | |
Payments | (2,862) | (15,193) | |
Other reclassifications | $ (1,440) | ||
Earnout accrued at end of year | 4,475 | $ 24,213 | |
Less: current portion of earnout | (2,989) | ||
Balance of long term portion of earnout recorded in other liabilities at end of period | $ 1,486 |
Senior Debt - Summary of Debt (
Senior Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total outstanding borrowings | $ 74,456 | $ 114,833 |
Less: current portion | 11,296 | |
Total debt, less current portion | 74,456 | 103,537 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | 76,147 | 113,903 |
Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount | (1,691) | (2,834) |
US Dollar Borrowings [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | $ 74,456 | 112,069 |
US Dollar Borrowings [Member] | U.S. Dollar Revolving Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings under Credit Facility | 1,000 | |
US Dollar Borrowings [Member] | Foreign Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings | $ 2,764 |
Senior Debt - Summary of Debt_2
Senior Debt - Summary of Debt (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Term Loan [Member] | |
Debt Instrument [Line Items] | |
Term loans, year of maturity | 2020-09 |
Senior Debt - Additional Inform
Senior Debt - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2016 | Sep. 30, 2020 | Mar. 31, 2019 | Dec. 31, 2017 | |
Line Of Credit Facility [Line Items] | |||||
Prepayment of outstanding debt | $ 36,200,000 | ||||
Final scheduled principal payment due in September 2020 | $ 76,100,000 | ||||
Maximum consolidated leverage ratio | 375.00% | ||||
Weighted average interest rate on outstanding borrowings | 5.27% | 4.08% | |||
Interest rate swap, fair value, asset | $ 500,000 | $ 300,000 | |||
Changes in fair value income (loss) | $ 500,000 | ||||
Credit facility, outstanding borrowings | $ 74,456,000 | 114,833,000 | |||
Cross Currency Interest Rate Contract [Member] | Minimum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Cross Currency Interest Rate Contract [Member] | Maximum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Federal Funds Rate [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Base Rate [Member] | Minimum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Base Rate [Member] | Maximum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
One-Month LIBOR [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Credit Agreement [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Unused credit availability under credit facility | $ 50,700,000 | 54,600,000 | |||
Scenario Forecast [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Maximum consolidated leverage ratio | 325.00% | 350.00% | |||
Term Loan [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Increased credit facility commitment for either revolving credit facility or term loan facility | 170,000,000 | ||||
Credit facility, outstanding borrowings | 76,147,000 | 113,903,000 | |||
U.S. Dollar Revolving Loans [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount outstanding under the credit facilities | 60,500,000 | ||||
Multi-currency Revolving Credit Facility [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount outstanding under the credit facilities | 19,500,000 | ||||
Letters of Credit [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount outstanding under the credit facilities | 29,300,000 | $ 24,400,000 | |||
Netherlands Facility [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Credit facility, outstanding borrowings | $ 0 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Dividend Declared (Detail) | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Record Date One [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.075 |
Record Date | Aug. 7, 2017 |
Payment Date | Sep. 29, 2017 |
Record Date Two [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.075 |
Record Date | May 10, 2017 |
Payment Date | Jun. 30, 2017 |
Record Date Three [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.075 |
Record Date | Mar. 6, 2017 |
Payment Date | Mar. 31, 2017 |
Record Date Four [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.066 |
Record Date | Dec. 16, 2016 |
Payment Date | Dec. 30, 2016 |
Record Date Five [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.066 |
Record Date | Sep. 16, 2016 |
Payment Date | Sep. 30, 2016 |
Record Date Six [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.066 |
Record Date | Jun. 18, 2016 |
Payment Date | Jun. 30, 2016 |
Record Date Seven [Member] | |
Dividends Declared [Line Items] | |
Dividend Per Share | $ 0.066 |
Record Date | Mar. 18, 2016 |
Payment Date | Mar. 31, 2016 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Jun. 10, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 16, 2017 | Aug. 13, 2012 | Dec. 28, 2006 |
Class of Stock [Line Items] | |||||||||
Issuance of common stock Dividend Reinvestment Plan | 100,000,000 | 100,000,000 | |||||||
Number of stock option granted | 128,000 | 105,000 | |||||||
Share-based compensation expense | $ 3,100,000 | $ 1,700,000 | $ 2,200,000 | ||||||
Tax benefit related to stock based compensation expense | $ 500,000 | 0 | 200,000 | ||||||
Discount from market price | 15.00% | ||||||||
Employees offering dates intervals | 6 months | ||||||||
Number of shares authorized in employee stock purchase plan | 1,500,000 | ||||||||
Employee stock purchase plan period | 10 years | ||||||||
Employee stock purchase plan number of shares remain available for future issuance | 1,300,000 | ||||||||
Employee stock purchase plan expense | $ 90,000 | $ 83,000 | $ 71,000 | ||||||
Estimated weighted-average fair value of stock options granted | $ 2.68 | $ 2.07 | |||||||
Expected volatility rate | 39.00% | 39.00% | |||||||
Expected term period | 6 years 3 months 18 days | 6 years 6 months | |||||||
Risk-free interest rate | 2.20% | 2.10% | |||||||
Expected dividend rate | 3.30% | 3.60% | |||||||
Cash received from employee stock option exercised | 100,000 | $ 1,100,000 | $ 1,300,000 | ||||||
Intrinsic value of option exercised | $ 24,000,000 | $ 2,600,000 | $ 1,000,000 | ||||||
Warrants issued to acquire Icarus Share | 250,000 | ||||||||
Warrants exercise price | $ 9.07 | ||||||||
Warrants expiration date | Dec. 26, 2016 | ||||||||
Common stock, shares issued | 34,953,825 | 34,707,924 | |||||||
Warrant outstanding | 0 | 0 | |||||||
Aggregate value transaction value of share purchased | $ 1,238,000 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued | 89,640 | 89,640 | |||||||
Shares issued, price per share | $ 9.07 | $ 9.07 | |||||||
Share purchased | 105,000 | ||||||||
Aggregate value transaction value of share purchased | $ 1,000 | ||||||||
Common Stock [Member] | Former Owner of Subsidiary Acquired [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share purchased | 30,000 | ||||||||
Aggregate value transaction value of share purchased | $ 200,000 | ||||||||
Common Stock [Member] | Current Segment President [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share purchased | 75,000 | 75,000 | |||||||
Aggregate value transaction value of share purchased | $ 1,100,000 | ||||||||
Performance Units [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Maximum shares of common stock participant could receive upon vesting | 77,778 | ||||||||
Common stock price threshold consecutive trading days | 30 days | ||||||||
Period to earn units based on stock price during thirty consecutive trading days | 2 years | ||||||||
Performance Units [Member] | Chief Executive Officer [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
2017 stock options or stock awards, vesting period | 3 years | ||||||||
Number of stock awards granted | 700,000 | ||||||||
Fair value of stock awards granted | $ 175,000 | ||||||||
Restricted Stock and Performance Units [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Unrecognized compensation expense related to stock options and restricted stock | $ 6,300,000 | ||||||||
Weighted average vesting period | 2 years 3 months 18 days | ||||||||
Dividend Reinvestment Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock Dividend Reinvestment Plan | 750,000 | ||||||||
2017 Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares available for future grant | 1,300,000 | ||||||||
2017 Plan [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares reserved for issuance | 1,900,000 | ||||||||
2017 Plan [Member] | Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
2017 stock options or stock awards, vesting period | 3 years | ||||||||
2017 Plan [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
2017 stock options or stock awards, vesting period | 4 years | ||||||||
2017 Plan [Member] | Employee Stock Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
2017 stock options or stock awards, vesting period | 4 years | ||||||||
2007 Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of stock option granted | 0 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||||
Beginning balance of outstanding shares | 655 | 1,519 | 1,877 | |
Granted, Shares | 128 | 105 | ||
Forfeitures, Shares | (132) | (700) | (268) | |
Exercised, Shares | (16) | (292) | (195) | |
Ending balance of outstanding, shares | 507 | 655 | 1,519 | 1,877 |
Exercisable, Shares | 402 | 463 | 959 | |
Beginning Balance of Outstanding Weighted Average Exercise Price | $ 10.53 | $ 10.25 | $ 10.30 | |
Granted, Weighted Average Exercise Price | 9.24 | 7.36 | ||
Forfeitures, Weighted Average Exercise Price | 11.53 | 12.44 | 11.91 | |
Exercised, Weighted Average Exercise Price | 5.55 | 3.92 | 6.90 | |
Ending Balance of Outstanding Weighted Average Exercise Price | 10.43 | 10.53 | 10.25 | $ 10.30 |
Exercisable, Weighted Average Exercise Price | $ 10.52 | $ 10.49 | $ 9.23 | |
Outstanding, Weighted Average Remaining Contractual Term | 5 years 2 months 12 days | 6 years | 6 years 1 month 6 days | 6 years 9 months 18 days |
Exercisable, Weighted Average Remaining Contractual Term | 4 years 7 months 6 days | 5 years 2 months 12 days | 5 years 3 months 18 days | |
Outstanding, Aggregate Intrinsic Value | $ 186 | $ 78 | $ 5,816 | |
Exercisable, Aggregate Intrinsic Value | $ 186 | $ 78 | $ 4,608 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Restricted Stock Awards (Detail) - Restricted Stock [Member] - 2007 Plan [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | |||
Beginning balance , Nonvested shares | 554 | 509 | 321 |
Granted , Nonvested shares | 963 | 405 | 267 |
Vested , Nonvested shares | (217) | (92) | (17) |
Forfeited , Nonvested shares | (49) | (268) | (62) |
Ending balance , Nonvested shares | 1,251 | 554 | 509 |
Beginning balance ,Weighted average grant date fair value | $ 9.75 | $ 9.64 | $ 9.55 |
Granted ,Weighted average grant date fair value | 5.21 | 9.88 | 9.76 |
Vested , Weighted average grant date fair value | 9.50 | 9.78 | 10.24 |
Forfeited , Weighted average grant date fair value | 9.80 | 9.70 | 9.64 |
Ending balance , Weighted average grant date fair value | $ 6.30 | $ 9.75 | $ 9.64 |
Pension and Employee Benefit _3
Pension and Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Change in projected benefit obligation: | ||||
Service cost | $ 415 | $ 447 | ||
Interest cost | $ 1,190 | 1,314 | 1,426 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 26,836 | |||
Fair value of plan assets at end of year | 24,197 | 26,836 | ||
Other comprehensive (loss) income: | ||||
Amount recognized in accumulated other comprehensive (loss) income - Prior service cost | $ (6,245) | $ (5,161) | $ (5,083) | $ (5,170) |
Weighted-average assumptions used to determine benefit obligations for the year ended December 31: | ||||
Discount rate | 3.35% | 3.85% | 4.00% | |
Pension Benefits [Member] | ||||
Change in projected benefit obligation: | ||||
Projected benefit obligation at beginning of year | $ 36,327 | $ 35,012 | $ 36,140 | |
Service cost | 415 | 447 | ||
Interest cost | 1,190 | 1,314 | 1,426 | |
Actuarial (gain) / loss | (2,629) | 1,787 | 301 | |
Administrative expenses | (402) | (606) | ||
Benefits paid | (1,890) | (1,799) | (2,696) | |
Projected benefit obligation at end of year | 32,998 | 36,327 | 35,012 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 26,836 | 24,063 | 25,296 | |
Actual (loss) return on plan assets | (1,388) | 3,152 | 2,040 | |
Employer contribution | 639 | 1,822 | 29 | |
Administrative expenses | (402) | (606) | ||
Benefits paid | (1,890) | (1,799) | (2,696) | |
Fair value of plan assets at end of year | 24,197 | 26,836 | 24,063 | |
Unfunded status | (8,801) | (9,491) | (10,949) | |
Defined benefit liability included in other liabilities | (8,801) | (9,491) | (10,949) | |
Deferred tax benefit associated with accumulated other comprehensive loss | 2,116 | 3,153 | 3,107 | |
Accumulated other comprehensive loss, net of tax | 6,224 | 5,154 | 5,074 | |
Other comprehensive (loss) income: | ||||
Net loss (gain) | 271 | 358 | 90 | |
Amortization of net actuarial gain | (238) | (227) | (212) | |
Total recognized in other comprehensive (loss) income | 33 | 131 | (122) | |
Amount recognized in accumulated other comprehensive (loss) income - Prior service cost | $ 8,340 | $ 8,307 | $ 8,181 | |
Weighted-average assumptions used to determine benefit obligations for the year ended December 31: | ||||
Discount rate | 4.05% | 3.35% | 3.85% |
Pension and Employee Benefit _4
Pension and Employee Benefit Plans - Components of Pension and Employee Benefit Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |||
Service cost | $ 415 | $ 447 | |
Interest cost | $ 1,190 | 1,314 | 1,426 |
Expected return on plan assets | (1,511) | (1,723) | (1,829) |
Net amortization and deferral | 238 | 227 | 212 |
Net periodic benefit cost (income) | $ (83) | $ 233 | $ 256 |
Pension and Employee Benefit _5
Pension and Employee Benefit Plans - Weighted-average Assumptions Used to Determine Net Periodic Benefit Cost (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |||
Discount rate | 3.35% | 3.85% | 4.00% |
Expected return on assets | 5.75% | 7.25% | 7.50% |
Pension and Employee Benefit _6
Pension and Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 100.00% | 100.00% | |
Assumed average annual returns | 5.75% | 7.25% | 7.50% |
Listing under plans Forms 5500 as providing more than 5% contribution | false | ||
Liability has been provided in the accompanying consolidated financial statements | $ 0 | ||
Amounts charged to pension expense | 1,400,000 | $ 2,000,000 | $ 2,100,000 |
Aggregate matching contributions and discretionary contributions Amount | $ 1,700,000 | $ 1,600,000 | $ 1,500,000 |
Employee Deferral Category One [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Profit sharing and 401(k) savings retirement plan for non-union employees Description | The plan covers substantially all employees who have 30 days of service, and who have attained 18 years of age. | ||
Percentage of Employee salary deferral provision | 100.00% | ||
Yellow Zone | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | Between 65 and less than 80 percent | ||
Red Zone | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | Less than 65 percent | ||
Green Zone | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | At least 80 percent | ||
Pension Plan [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Net loss for the defined benefit pension plan to be amortized in next year | $ 200,000 | ||
Estimated pension plan cash obligations payable in 2019 | 2,100,000 | ||
Estimated pension plan cash obligations payable in 2020 | 2,100,000 | ||
Estimated pension plan cash obligations payable in 2021 | 2,100,000 | ||
Estimated pension plan cash obligations payable in 2022 | 2,100,000 | ||
Estimated pension plan cash obligations payable in 2023 | 2,100,000 | ||
Estimated pension plan cash obligations payable in 2024 through 2028 | 10,500,000 | ||
Health Care Plan [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Net loss for the defined benefit pension plan to be amortized in next year | $ 0 | ||
Minimum [Member] | Debt Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 30.00% | ||
Assumed average annual returns | 4.00% | ||
Minimum [Member] | Equity Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 60.00% | ||
Assumed average annual returns | 8.00% | ||
Maximum [Member] | Debt Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 40.00% | ||
Assumed average annual returns | 6.00% | ||
Maximum [Member] | Equity Securities [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Current Assets Mix percentage | 70.00% | ||
Assumed average annual returns | 12.00% |
Pension and Employee Benefit _7
Pension and Employee Benefit Plans - Details of Defined Benefit Pension Plan Asset Allocation by Asset Category (Detail) | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 100.00% | |
Percentage of Plan Assets | 100.00% | 100.00% |
Cash and cash equivalents [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 0.00% | |
Percentage of Plan Assets | 3.00% | 4.00% |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 70.00% | |
Percentage of Plan Assets | 70.00% | 70.00% |
Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 30.00% | |
Percentage of Plan Assets | 27.00% | 26.00% |
Pension and Employee Benefit _8
Pension and Employee Benefit Plans - Disclosure of Fair Value Measurements of Pension Plan Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | $ 24,197 | $ 26,836 |
Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 16,994 | 18,722 |
Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 6,518 | 6,967 |
Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 24,197 | 26,836 |
Level 1 [Member] | Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 16,994 | 18,722 |
Level 1 [Member] | Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 6,518 | 6,967 |
Cash and cash equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 685 | 1,147 |
Cash and cash equivalents [Member] | Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | $ 685 | $ 1,147 |
Pension and Employee Benefit _9
Pension and Employee Benefit Plans - Summary of Pension Fund General Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Sheet Metal Workers' National Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 526,112,463 |
Plan Number | 1 |
Pension Protection Act Zone Status | Yellow |
FIP/RP Status Pending/Implemented | Implemented |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | various |
Sheet Metal Workers Local Two Two Four Pension Plan [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 316,171,353 |
Plan Number | 1 |
Pension Protection Act Zone Status | Yellow |
FIP/RP Status Pending/Implemented | Implemented |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | May 31, 2022 |
Sheet Metal Workers Local Twenty Indianapolis Area Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 510,168,516 |
Plan Number | 1 |
Pension Protection Act Zone Status | Green |
FIP/RP Status Pending/Implemented | NA |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | May 31, 2020 |
Sheet Metal Workers Local One Seven Seven Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 626,093,256 |
Plan Number | 1 |
Pension Protection Act Zone Status | Green |
FIP/RP Status Pending/Implemented | NA |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | May 1, 2019 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)Facility |
Leases Disclosure [Line Items] | ||||
Net proceeds from sale and leaseback agreement | $ 800 | $ 14,244 | ||
Rent expense | 3,700 | $ 4,200 | $ 4,500 | |
Financing Transaction | ||||
Leases Disclosure [Line Items] | ||||
Number of facility for sale | Facility | 1 | |||
Gross proceeds from sale and leaseback agreement | $ 5,000 | |||
Sale leaseback transaction costs | 300 | |||
Net proceeds from sale and leaseback agreement | $ 4,700 | |||
Initial lease agreement period | 13 years | |||
Amended lease agreement term | 2031-06 | |||
Weighted average effective interest rate of sale leaseback financing liability | 4.53% | |||
Sale leaseback transaction, net carrying value | $ 10,200 | $ 11,000 | ||
Capital Leases [Member] | ||||
Leases Disclosure [Line Items] | ||||
Number of facility for sale | Facility | 2 | |||
Gross proceeds from sale and leaseback agreement | $ 9,300 | |||
Sale leaseback transaction costs | 500 | |||
Net proceeds from sale and leaseback agreement | $ 8,800 | |||
Lease agreement period | 13 years | |||
Sale Leaseback Transaction Lease Amendment Extended Term | 2030-08 | |||
Gain on sale of facility | $ 4,400 | |||
Capital lease obligations | $ 8,700 | |||
Capital Leases [Member] | Maximum [Member] | ||||
Leases Disclosure [Line Items] | ||||
Capital lease weighted average interest rates | 4.67% | |||
Capital Leases [Member] | Minimum [Member] | ||||
Leases Disclosure [Line Items] | ||||
Capital lease weighted average interest rates | 4.26% |
Leases - Schedule of Future Pay
Leases - Schedule of Future Payment on Sale-leaseback Financing Liability (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 414 |
2,020 | 422 |
2,021 | 431 |
2,022 | 439 |
2,023 | 448 |
Thereafter | 3,658 |
Total payments | 5,812 |
Less amount representing interest | (1,431) |
Total liability | 4,381 |
Less current portion, included in accounts payable and accrued expenses | (220) |
Long-term portion included, in other liabilities | $ 4,161 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments for Capital Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 838 |
2,020 | 855 |
2,021 | 872 |
2,022 | 889 |
2,023 | 907 |
Thereafter | 6,407 |
Total payments | 10,768 |
Less amount representing interest | (2,433) |
Present value of future minimum lease payments | 8,335 |
Less current portion, included in accounts payable and accrued expenses | (478) |
Long-term portion, included in other liabilities | $ 7,857 |
Leases- Schedule of Capital Lea
Leases- Schedule of Capital Lease Assets Included in Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2017 | |
Leases [Abstract] | ||
Building and improvements, net of deferred gain | $ 4,385 | $ 4,385 |
Less: Accumulated depreciation | (850) | (534) |
Total | $ 3,535 | $ 3,851 |
Depreciable life (years) | 13 years |
Leases- Summary of Future Annua
Leases- Summary of Future Annual Minimum Rental Commitments Under Non-Cancellable Operating Lease (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 2,745 |
2,020 | 1,880 |
2,021 | 1,454 |
2,022 | 931 |
2,023 | 851 |
2024 and thereafter | 2,278 |
Operating Leases, Future Minimum Payments Due, Total | $ 10,139 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | 204 Months Ended | |
Dec. 31, 2018USD ($)Case | Dec. 31, 2018USD ($)Case | Dec. 31, 2017Case | |
Commitments And Contingencies Disclosure [Abstract] | |||
Cumulative settlement payments for cases involving asbestos-related claims | $ | $ 2,900,000 | ||
Cumulative settlement payments made for cases involving asbestos-related claims with all legal fees other than corporate counsel expenses | $ | 2,700,000 | ||
Average cost per settled claim excluding legal fees | $ | $ 36,000 | $ 36,000 | |
Number of claims pending | 208 | 208 | 218 |
Number of new cases filed | 96 | ||
Number of cases dismissed | 63 | ||
Number of cases settled | 43 | ||
Assessment regarding Loss contingency impact Description | We are not aware of pending claims or assessments, other than as described above, which may have a material adverse impact on our liquidity, financial position, results of operations, or cash flows. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
U.S. federal corporate statutory tax rate | 21.00% | 35.00% | |
Provisional amount recorded related to deemed repatriation of foreign earnings | $ 1,713 | $ (6,426) | |
Liability for deferred taxes on undistributed foreign earnings | $ 551 | ||
State and local net operating loss carry forwards year start | 2,019 | ||
State and local net operating loss carry forwards year end | 2,038 | ||
Tax credit carry-forwards | $ 2,352 | 1,634 | |
Valuation reserve | 5,500 | 3,900 | |
Additional income tax expense (benefit) | $ 1,500 | 1,000 | $ 200 |
Income tax positions recognized, minimum percentage | 50.00% | ||
Expense for interest and penalties | $ 300 | 300 | $ 200 |
Maximum [Member] | |||
Income Taxes [Line Items] | |||
Decrease in amount of accrual for uncertain tax positions | 500 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | 29,400 | ||
Overseas Jurisdictions [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | $ 11,500 | ||
Tax credit carry-forwards | $ 1,100 | ||
Federal Authorities [Member] | |||
Income Taxes [Line Items] | |||
Open tax years | 2014 2015 2016 2017 2018 | ||
State and Foreign Authorities [Member] | |||
Income Taxes [Line Items] | |||
Open tax years | 2013 2014 2015 2016 2017 2018 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | |||
Domestic | $ 6,230 | $ 3,891 | $ (39,623) |
Foreign | (3,733) | (2,482) | 6,659 |
Income (loss) before income taxes | $ 2,497 | $ 1,409 | $ (32,964) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 5,166 | $ 6,234 | $ 4,957 |
State | 1,660 | 388 | 892 |
Foreign | 2,834 | 939 | 3,191 |
Current Income Tax Expense (Benefit), Total | 9,660 | 7,561 | 9,040 |
Deferred: | |||
Federal | 1,144 | (2,479) | (2,794) |
State | 56 | 114 | (409) |
Foreign | (1,242) | (758) | (547) |
Deferred income tax expense (benefit) | (42) | (3,123) | (3,750) |
Income tax provision from continuing operations | $ 9,618 | $ 4,438 | $ 5,290 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Provision and Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax expense (benefit) at statutory rate | $ 524 | $ 494 | $ (11,525) |
Increase (decrease) in tax resulting from: | |||
State income tax, net of federal benefit | 1,337 | 367 | 174 |
Domestic production activities deduction | (235) | (561) | |
Intangible asset and goodwill impairment | 1,789 | 17,859 | |
Change in uncertain tax position reserves | 73 | 465 | (624) |
Permanent differences related to divestitures | 7,048 | ||
Permanent differences | 693 | 1,026 | (31) |
Impact of rate differences and adjustments | 57 | (20) | (1,655) |
United States and foreign tax incentives | (1,443) | (240) | (1,035) |
Earnout (income) expense | (69) | (1,779) | 2,573 |
Change in valuation allowance | 1,521 | 1,044 | 222 |
Revaluation of deferred tax assets and liabilities | (4,819) | ||
Net deemed distribution on repatriation of foreign earnings | (1,713) | 6,426 | |
Foreign withholding taxes on repatriation of foreign earnings | 666 | ||
Other | 924 | (80) | (107) |
Income tax provision from continuing operations | $ 9,618 | $ 4,438 | $ 5,290 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Gross deferred tax assets: | ||
Accrued expenses and other | $ 417 | $ 286 |
Reserves on assets | 1,276 | 2,000 |
Share-based compensation awards | 459 | 436 |
Minimum pension | 2,153 | 2,318 |
Net operating loss carry-forwards | 3,478 | 3,471 |
Tax credit carry-forwards | 2,352 | 1,634 |
Valuation allowances | (5,474) | (3,873) |
Total Deferred Tax Assets | 4,661 | 6,272 |
Gross deferred tax liabilities: | ||
Depreciation | (646) | (448) |
Goodwill and intangibles | (10,907) | (13,588) |
Prepaid expenses and inventory | (798) | (585) |
Withholding tax on unremitted foreign earnings | (551) | |
Revenue recognition | (514) | (1,861) |
Total Deferred Tax Liabilities | (13,416) | (16,482) |
Net deferred tax liabilities | $ (8,755) | $ (10,210) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | ||
Balance as of January 1 | $ 866 | $ 401 |
Additions for tax positions taken in prior years | 73 | 465 |
Balance as of December 31 | $ 939 | $ 866 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 34,953,825 | 34,707,924 | ||
Rent expense | $ 3,700,000 | $ 4,200,000 | $ 4,500,000 | |
Adwest Technologies, Inc. ('Adwest') [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rent expense paid to former owner | 0 | |||
Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 89,640 | 89,640 | ||
Share purchased | 105,000 | |||
Common Stock [Member] | Current Segment President [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share purchased | 75,000 | 75,000 | ||
Adwest, Zhongli, and Emtrol Subsidiaries [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | 600,000 | 600,000 | $ 1,100,000 | |
Zhongli Subsidiary [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase of inventory | 300,000 | 800,000 | 800,000 | |
Sale of inventory | 100,000 | 100,000 | 0 | |
Consulting Services [Member] | Related Party One [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rent and other expenses paid | 200,000 | 300,000 | 400,000 | |
Consulting Services [Member] | Related Party Two [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rent and other expenses paid | $ 100,000 | $ 100,000 | $ 100,000 |
Acquisition of Noncontrolling_2
Acquisition of Noncontrolling Interest - (PMFG) - Additional Information (Detail) - Peerless Propulsys [Member] - PMFG, Inc. [Member] - USD ($) $ in Millions | Jul. 11, 2016 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 60.00% | |
Percentage of ownership by parent in net income loss | 80.00% | |
Promissory note issued in exchange for ownership in equity | $ 5.3 | |
Promissory note due date | Jul. 11, 2019 | |
Ownership interest in the equity and earnings | 100.00% | |
Business combination acquisition of minority interest caring value | $ 4.1 | |
Fair value of noncontrolling interest | 5.3 | |
Additional paid in capital noncontrolling interest excess payment for existing equity investment | $ 1.2 | |
Notes payable amount outstanding | $ 1.7 | |
Notes payable description | As of December 31, 2018, the outstanding balance of the note was $1.7 million and was paid off in January 2019. | |
Interest rate | 1.50% |
Divestitures - Additional Infor
Divestitures - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 27, 2018 | Mar. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposal | $ (4,390) | ||||
Strobic Air Corporation [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Sale price, subject to post-closing purchase price adjustments | $ 28,500 | ||||
Gain (loss) on disposal | 6,900 | ||||
Net proceeds after adjustments | 27,900 | ||||
Net assets disposed | 18,800 | ||||
Transaction-related cost | 2,200 | ||||
Goodwill | 13,000 | ||||
Net sales | $ 17,700 | ||||
Income from operations | $ 1,600 | ||||
Strobic Air Corporation [Member] | Definite-Lived Intangible Assets [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Intangible assets | 2,300 | ||||
Strobic Air Corporation [Member] | Indefinite-Lived Intangible Assets [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Intangible assets | $ 1,200 | ||||
Keystone Filter [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Sale price, subject to post-closing purchase price adjustments | $ 7,500 | ||||
Gain (loss) on disposal | 4,300 | ||||
Net proceeds after adjustments | 7,200 | ||||
Net assets disposed | 2,700 | ||||
Transaction-related cost | $ 200 | ||||
Zhongli [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposal | $ (15,100) | ||||
Disposal group, consideration receivable | $ 3,600 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 33.00% | 32.00% | 37.00% |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 11.00% | ||
Long lived assets located outside country | $ 14.5 | ||
Asia [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 11.50% | ||
Middle East and Africa [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 6.20% | ||
Outside United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets located outside country | $ 19.1 | $ 29.7 | |
Net Sales [Member] | Customer Concentration Risk [Member] | |||
Segment Reporting Information [Line Items] | |||
Major customer | 10.00% | 10.00% | 10.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Segment Reporting Information [Line Items] | |||
Major customer | 10.00% | 10.00% | 10.00% |
CECO Group, Inc. [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 3 |
Business Segment Information _2
Business Segment Information - Net Sales and Income (Loss) from Operation by Business Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 93,854 | $ 88,256 | $ 81,089 | $ 74,139 | $ 73,543 | $ 84,987 | $ 93,870 | $ 92,651 | $ 337,339 | $ 345,051 | $ 417,011 |
Income (loss) from operations | 10,002 | 8,024 | (25,562) | ||||||||
Energy Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 211,185 | 188,955 | 254,806 | ||||||||
Income (loss) from operations | 28,398 | 14,565 | 30,582 | ||||||||
Industrial Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 75,414 | 87,838 | 101,909 | ||||||||
Income (loss) from operations | 5,635 | 8,123 | 8,481 | ||||||||
Fluid Handling Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 50,740 | 69,159 | 61,788 | ||||||||
Income (loss) from operations | 8,402 | 14,736 | (36,209) | ||||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (901) | (1,492) | |||||||||
Income (loss) from operations | $ (32,433) | (26,649) | (26,817) | ||||||||
Inter-segment Elimination [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income (loss) from operations | $ (2,751) | $ (1,599) |
Business Segment Information _3
Business Segment Information - Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Property and equipment additions | $ 3,090 | $ 1,028 | $ 5,461 |
Depreciation and amortization | 13,272 | 16,088 | 18,903 |
Identifiable assets | 392,582 | 438,549 | |
Energy Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 205 | 444 | 672 |
Depreciation and amortization | 8,112 | 9,675 | 11,557 |
Identifiable assets | 245,842 | 258,218 | |
Industrial Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 756 | 160 | 301 |
Depreciation and amortization | 1,067 | 1,488 | 1,814 |
Identifiable assets | 54,179 | 66,723 | |
Fluid Handling Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 1,226 | 382 | 4,481 |
Depreciation and amortization | 3,517 | 4,754 | 5,406 |
Identifiable assets | 73,910 | 100,917 | |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 903 | 42 | 7 |
Depreciation and amortization | 576 | 171 | $ 126 |
Identifiable assets | $ 18,651 | $ 12,691 |
Business Segment Information _4
Business Segment Information - Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |
Non-cash additions for property, plant and equipment acquired under capital leases | $ 4,385 |
Fluid Handling and Filtration Segment [Member] | |
Segment Reporting Information [Line Items] | |
Non-cash additions for property, plant and equipment acquired under capital leases | $ 4,385 |
Business Segment Information _5
Business Segment Information - Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 152,156 | $ 166,951 | $ 170,153 |
Energy Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 97,930 | 98,408 | 101,610 |
Industrial Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 22,419 | 22,419 | $ 22,419 |
Fluid Handling Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 31,807 | $ 46,124 |
Business Segment Information _6
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 93,854 | $ 88,256 | $ 81,089 | $ 74,139 | $ 73,543 | $ 84,987 | $ 93,870 | $ 92,651 | $ 337,339 | $ 345,051 | $ 417,011 |
Energy Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 211,185 | 188,955 | 254,806 | ||||||||
Industrial Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 75,414 | 87,838 | 101,909 | ||||||||
Fluid Handling Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 50,740 | 69,159 | 61,788 | ||||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (901) | (1,492) | |||||||||
Intra - Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (12,479) | (15,237) | (9,476) | ||||||||
Intra - Segment Sales [Member] | Energy Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (7,912) | (8,833) | (3,506) | ||||||||
Intra - Segment Sales [Member] | Industrial Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (3,084) | (3,235) | (4,256) | ||||||||
Intra - Segment Sales [Member] | Fluid Handling Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (1,483) | (3,169) | (1,714) | ||||||||
Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 352,319 | 363,464 | 432,566 | ||||||||
Operating Segments [Member] | Energy Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 220,334 | 197,897 | 258,710 | ||||||||
Operating Segments [Member] | Industrial Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 79,139 | 91,915 | 109,524 | ||||||||
Operating Segments [Member] | Fluid Handling Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 52,846 | 73,652 | 64,332 | ||||||||
Inter-segment Elimination [Member] | Industrial Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (1,848) | (601) | (715) | ||||||||
Inter-segment Elimination [Member] | Energy Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (607) | (1,619) | (3,666) | ||||||||
Inter-segment Elimination [Member] | Fluid Handling Filtration Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (46) | (55) | (206) | ||||||||
Inter-segment Elimination [Member] | Corporate And Other Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (901) | (1,492) | |||||||||
Inter-segment Elimination [Member] | Energy Solutions Segment [Member] | Industrial Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (1,232) | (109) | (398) | ||||||||
Inter-segment Elimination [Member] | Energy Solutions Segment [Member] | Fluid Handling Filtration Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (5) | ||||||||||
Inter-segment Elimination [Member] | Industrial Solutions Segment [Member] | Energy Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (600) | (787) | (3,153) | ||||||||
Inter-segment Elimination [Member] | Industrial Solutions Segment [Member] | Fluid Handling Filtration Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (41) | (55) | (206) | ||||||||
Inter-segment Elimination [Member] | Fluid Handling Solutions Segment [Member] | Industrial Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (616) | (492) | (317) | ||||||||
Inter-segment Elimination [Member] | Fluid Handling Solutions Segment [Member] | Energy Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ (7) | (832) | (513) | ||||||||
Inter-segment Elimination [Member] | Corporate and Other [Member] | Corporate And Other Inter-Segment Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ (901) | $ (1,492) |
Quarterly Data (Unaudited) - Sc
Quarterly Data (Unaudited) - Schedule of Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 93,854 | $ 88,256 | $ 81,089 | $ 74,139 | $ 73,543 | $ 84,987 | $ 93,870 | $ 92,651 | $ 337,339 | $ 345,051 | $ 417,011 |
Gross profit | 29,777 | 28,674 | 27,525 | 25,561 | 25,646 | 27,133 | 28,486 | 31,929 | $ 111,537 | $ 113,194 | $ 134,859 |
Net income (loss) attributable to CECO Environmental Corp. | $ 931 | $ (12,915) | $ (901) | $ 5,763 | $ (11,589) | $ 3,036 | $ 5,486 | $ 38 | |||
Basic earnings (loss) per share | $ 0.03 | $ (0.37) | $ (0.03) | $ 0.17 | $ (0.34) | $ 0.09 | $ 0.16 | $ 0 | $ (0.21) | $ (0.09) | $ (1.12) |
Diluted earnings (loss) per share | $ 0.03 | $ (0.37) | $ (0.03) | $ 0.17 | $ (0.34) | $ 0.09 | $ 0.16 | $ 0 | $ (0.21) | $ (0.09) | $ (1.12) |