Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 25, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CECO ENVIRONMENTAL CORP. | ||
Trading Symbol | CECE | ||
Entity Central Index Key | 0000003197 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Public Float | $ 166.2 | ||
Entity Common Stock Shares Outstanding | 35,350,727 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 0-7099 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-2566064 | ||
Entity Address, Address Line One | 14651 North Dallas Parkway | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75254 | ||
City Area Code | 214 | ||
Local Phone Number | 357-6181 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference [Text Block] | Portions of the definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which is to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Annual Report to the extent described herein. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 35,992 | $ 35,602 |
Restricted cash | 1,819 | 1,356 |
Accounts receivable, net | 63,046 | 68,434 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 45,498 | 34,805 |
Inventories, net | 17,343 | 20,578 |
Prepaid expenses and other current assets | 11,530 | 9,899 |
Prepaid income taxes | 7,790 | 8,231 |
Assets held for sale | 467 | 593 |
Total current assets | 183,485 | 179,498 |
Property, plant and equipment, net | 16,228 | 15,274 |
Right-of-use assets from operating leases | 11,376 | 13,607 |
Goodwill | 161,820 | 152,020 |
Intangible assets – finite life, net | 29,637 | 31,283 |
Intangible assets – indefinite life | 12,937 | 14,291 |
Deferred charges and other assets | 3,831 | 2,664 |
Total assets | 419,314 | 408,637 |
Current liabilities: | ||
Current portion of debt | 3,125 | 2,500 |
Accounts payable and accrued expenses | 84,997 | 78,319 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 20,691 | 34,369 |
Income taxes payable | 543 | |
Total current liabilities | 109,356 | 115,188 |
Other liabilities | 20,576 | 20,372 |
Debt, less current portion | 69,491 | 63,001 |
Deferred income tax liability, net | 6,970 | 5,943 |
Operating lease liabilities | 9,310 | 11,116 |
Total liabilities | 215,703 | 215,620 |
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, 35,504,757 and 35,275,465 shares issued and outstanding at December 31, 2020 and 2019, respectively | 355 | 353 |
Capital in excess of par value | 255,296 | 253,869 |
Accumulated loss | (38,141) | (46,344) |
Accumulated other comprehensive loss | (14,496) | (14,505) |
Stockholders' equity before treasury stock | 203,014 | 193,373 |
Less treasury stock, at cost, 137,920 shares at December 31, 2020 and 2019 | (356) | (356) |
Total CECO shareholders’ equity | 202,658 | 193,017 |
Noncontrolling interest | 953 | |
Total shareholders' equity | 203,611 | 193,017 |
Total liabilities and shareholders’ equity | $ 419,314 | $ 408,637 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 35,504,757 | 35,275,465 |
Common Stock, shares outstanding | 35,504,757 | 35,275,465 |
Treasury stock, shares | 137,920 | 137,920 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Net sales | $ 316,011 | $ 341,869 | $ 337,339 |
Cost of sales | 210,883 | 227,770 | 225,802 |
Gross profit | 105,128 | 114,099 | 111,537 |
Selling and administrative expenses | 76,926 | 85,978 | 87,462 |
Amortization and earnout expenses | 8,799 | 8,499 | 9,683 |
Restructuring expenses | 2,331 | 1,097 | |
Acquisition and integration expenses | 1,354 | 465 | |
Executive transition expenses | 1,522 | ||
Loss on divestitures, net of selling costs | 70 | 4,390 | |
Intangible asset impairment | 850 | 0 | 0 |
Income from operations | 13,346 | 17,990 | 10,002 |
Other income (expense), net | 2,033 | 751 | (365) |
Interest expense | (3,535) | (5,397) | (7,140) |
Income before income taxes | 11,844 | 13,344 | 2,497 |
Income tax expense (benefit) | 3,672 | (4,363) | 9,618 |
Net income (loss) | 8,172 | 17,707 | (7,121) |
Noncontrolling interest | 39 | ||
Net income (loss) attributable to CECO Environmental Corp. | $ 8,211 | $ 17,707 | $ (7,121) |
Income (loss) per share: | |||
Basic | $ 0.23 | $ 0.51 | $ (0.21) |
Diluted | $ 0.23 | $ 0.50 | $ (0.21) |
Weighted average number of common shares outstanding: | |||
Basic | 35,289,616 | 34,987,878 | 34,714,395 |
Diluted | 35,520,670 | 35,484,273 | 34,714,395 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 8,172 | $ 17,707 | $ (7,121) |
Other comprehensive income (loss), net of tax: | |||
Translation income (loss) | 2,256 | (343) | (3,858) |
Interest rate swap | (574) | 76 | |
Minimum pension liability adjustment | (2,247) | (184) | (22) |
Comprehensive income (loss) | $ 8,181 | $ 16,606 | $ (10,925) |
Consolidated Statements of Shar
Consolidated Statements 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] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2017 | $ 186,569 | $ 347 | $ 248,170 | $ (52,673) | $ (8,919) | $ (356) | |||
Beginning Balance, Shares at Dec. 31, 2017 | 34,708 | (138) | |||||||
Net income (loss) | (7,121) | (7,121) | |||||||
Cumulative effect adjustment | ASU 2018-02 [Member] | (30) | 1,037 | (1,067) | ||||||
Cumulative effect adjustment | ASU 2014-09 [Member] | (622) | (622) | |||||||
Cumulative translation adjustment for divestiture | $ 375 | $ 375 | |||||||
Exercise of stock options and dividend reinvestment issuances | $ 89 | 89 | |||||||
Exercise of stock options and dividend reinvestment issuances, Shares | 16 | 16 | |||||||
Restricted stock units issued | $ (253) | $ 2 | (207) | 48 | |||||
Restricted stock units issued, Shares | 192 | ||||||||
Share based compensation earned | 3,357 | 3,357 | |||||||
Share based compensation earned, Shares | 38 | ||||||||
Adjustment for minimum pension liability, net of tax | (22) | (22) | |||||||
Interest rate swap | 76 | 76 | |||||||
Translation income (loss) | (3,858) | (3,858) | |||||||
Ending Balance at Dec. 31, 2018 | 178,560 | $ 349 | 251,409 | (59,427) | (13,415) | $ (356) | |||
Ending Balance, Shares at Dec. 31, 2018 | 34,954 | (138) | |||||||
Translation (loss) gain, beginning balance at Dec. 31, 2017 | (4,250) | ||||||||
Translation (loss) gain, ending balance at Dec. 31, 2018 | (7,733) | ||||||||
Interest rate swap adjustment beginning balance at Dec. 31, 2017 | 492 | ||||||||
Cumulative effect adjustment for interest rate swap | ASU 2018-02 [Member] | (5) | ||||||||
Interest rate swap adjustment ending balance at Dec. 31, 2018 | 563 | ||||||||
Minimum pension liability adjustment beginning balance at Dec. 31, 2017 | (5,161) | ||||||||
Minimum pension liability adjustment, cumulative translation adjustment | ASU 2018-02 [Member] | (1,062) | ||||||||
Minimum pension liability adjustment, ending balance at Dec. 31, 2018 | (6,245) | ||||||||
Accumulated other comprehensive loss, beginning balance at Dec. 31, 2017 | (8,919) | ||||||||
Accumulated other comprehensive loss, cumulative translation adjustment | $ 375 | ||||||||
Accumulated other comprehensive loss, cumulative translation adjustment | ASU 2018-02 [Member] | (1,067) | ||||||||
Accumulated other comprehensive loss, activity | (3,804) | ||||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2018 | (13,415) | ||||||||
Net income (loss) | 17,707 | 17,707 | |||||||
Cumulative effect adjustment | Accounting Standards Update 2017-12 | (11) | 11 | |||||||
Cumulative effect adjustment | Accounting Standards Update 2016-02 | $ (4,590) | (4,590) | |||||||
Exercise of stock options and dividend reinvestment issuances, Shares | 66 | 31 | |||||||
Restricted stock units issued | $ (447) | $ 3 | (427) | 23 | |||||
Restricted stock units issued, Shares | 255 | ||||||||
Share based compensation earned | 2,888 | $ 1 | 2,887 | ||||||
Share based compensation earned, Shares | 35 | ||||||||
Adjustment for minimum pension liability, net of tax | (184) | (184) | |||||||
Interest rate swap | (574) | (574) | |||||||
Translation income (loss) | (343) | (343) | |||||||
Ending Balance at Dec. 31, 2019 | 193,017 | $ 353 | 253,869 | (46,344) | (14,505) | $ (356) | |||
Ending Balance, Shares at Dec. 31, 2019 | 35,275 | (138) | |||||||
Translation (loss) gain, ending balance at Dec. 31, 2019 | (8,076) | ||||||||
Cumulative effect adjustment for interest rate swap | Accounting Standards Update 2017-12 | 11 | ||||||||
Minimum pension liability adjustment, ending balance at Dec. 31, 2019 | (6,429) | ||||||||
Accumulated other comprehensive loss, cumulative translation adjustment | Accounting Standards Update 2017-12 | 11 | ||||||||
Accumulated other comprehensive loss, activity | (1,101) | ||||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2019 | (14,505) | ||||||||
Net income (loss) | 8,172 | 8,211 | $ (39) | ||||||
Restricted stock units issued | (337) | $ (2) | (331) | 8 | |||||
Restricted stock units issued, Shares | 230 | ||||||||
Share based compensation earned | 1,758 | 1,758 | |||||||
Adjustment for minimum pension liability, net of tax | (2,247) | (2,247) | |||||||
Translation income (loss) | 2,256 | 2,256 | |||||||
Noncontrolling interest acquisition | 992 | 992 | |||||||
Ending Balance at Dec. 31, 2020 | 203,611 | $ 355 | $ 255,296 | $ (38,141) | $ (14,496) | $ (356) | $ 953 | ||
Ending Balance, Shares at Dec. 31, 2020 | 35,505 | (138) | |||||||
Translation (loss) gain, ending balance at Dec. 31, 2020 | (5,820) | ||||||||
Minimum pension liability adjustment, ending balance at Dec. 31, 2020 | (8,676) | ||||||||
Accumulated other comprehensive loss, activity | 9 | ||||||||
Accumulated other comprehensive loss, ending balance at Dec. 31, 2020 | $ (14,496) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | |||
Adjustment for minimum pension liability, tax | $ 802 | $ 66 | $ 17 |
Adjustment for interest rate swap liability, tax | $ 236 | $ 111 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 8,172 | $ 17,707 | $ (7,121) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 9,921 | 10,609 | 13,272 |
Unrealized foreign currency loss (gain) | 346 | (526) | 836 |
Net gain on interest rate swaps | (248) | (276) | |
Impairment of property and equipment | 300 | ||
Impairment of intangible assets | 850 | ||
Fair value adjustments to earnout liabilities | 1,193 | (330) | |
Earnout payments | (2,862) | ||
Loss (gain) on sale of property and equipment | 63 | 78 | (217) |
Loss on divestitures, net of selling costs | 70 | 4,390 | |
Amortization of debt discount | 415 | 1,060 | 1,143 |
Share based compensation expense | 1,758 | 2,668 | 3,187 |
Bad debt expense | 928 | 295 | 1,357 |
Inventory reserve expense | 494 | 316 | 519 |
Deferred income tax expense (benefit) | 1,038 | (940) | (42) |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | |||
Accounts receivable | 8,367 | (15,616) | (6,084) |
Cost and estimated earnings of billings on uncompleted contracts | (9,561) | (5,029) | (4,557) |
Inventories | 4,366 | (207) | (1,704) |
Prepaid expenses and other current assets | (962) | (7,097) | 773 |
Deferred charges and other assets | (4,095) | 758 | (416) |
Accounts payable and accrued expenses | 336 | (4,028) | 21,321 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (17,635) | 14,274 | 70 |
Income taxes payable | 460 | (1,671) | 1,839 |
Other liabilities | (2,033) | (2,246) | (3,446) |
Net cash provided by operating activities | 4,421 | 10,227 | 21,952 |
Cash flows from investing activities: | |||
Acquisitions of property and equipment | (3,945) | (5,655) | (3,090) |
Net cash proceeds from divestitures | 35,052 | ||
Net proceeds from sale of assets | 605 | 509 | 6,296 |
Cash paid for acquisitions | (5,895) | ||
Net cash (used in) provided by investing activities | (9,235) | (5,146) | 38,258 |
Cash flows from financing activities: | |||
Borrowings on revolving credit lines | 96,000 | 45,300 | 10,500 |
Repayments on revolving credit lines. | (86,800) | (52,947) | (14,223) |
Repayments of long-term debt | (5,009) | (2,950) | (41,356) |
Deferred financing fees paid | (1,117) | ||
Proceeds from sale-leaseback transactions | 800 | ||
Payments on capital leases and sale-leaseback financing liability | (467) | (478) | (675) |
Proceeds from employee stock purchase plan, exercise of stock options, and dividend reinvestment plan | 76 | 54 | |
Net cash provided by (used in) financing activities | 3,724 | (12,116) | (44,900) |
Effect of exchange rate changes on cash and cash equivalents | 1,943 | (445) | (1,531) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 853 | (7,480) | 13,779 |
Cash, cash equivalents and restricted cash at beginning of year | 36,958 | 44,438 | 30,659 |
Cash, cash equivalents and restricted cash at end of year | 37,811 | 36,958 | 44,438 |
Cash paid during the period for: | |||
Interest | 3,172 | 3,549 | 5,559 |
Income taxes | $ 2,156 | $ 5,908 | $ 10,205 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 power generation, petrochemical processing, general industrial, refining, oil & gas, electric vehicle production, poly silicon fabrication, battery recycling, and wastewater treatment, along with a wide range of other industries. COVID-19 On January 30, 2020, the WHO announced a global health emergency because of a new strain of coronavirus (“COVID-19”) originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. On March 11, 2020, the WHO characterized COVID-19 as a pandemic. As of March 3, 2021, the virus continues to spread and has had a significant impact on worldwide economic activity and on macroeconomic conditions and the end markets of our business. Vaccine administration is underway, however new variants of COVID-19 continue to emerge. There is uncertainty regarding the efficacy of vaccines and current tests and treatments with regard to the new variants. The Company has instituted some and may take additional temporary precautionary measures to comply with government directives and guidelines and minimize business disruption. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES act did not have a material impact on the Company. The outbreak and a continued spread of COVID-19 has resulted in a substantial curtailment of business activities worldwide and has caused weakened economic conditions, both in the United States and abroad. COVID-19 has had, and may continue to have, a negative impact on the Company's ongoing operations and the end markets in which it serves. However, the full impact of the COVID-19 pandemic continues to evolve as of the date of this filing, and as such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the pandemic on its financial condition, liquidity, operations, suppliers, industry, and workforce. Principles of consolidation —Our consolidated financial statements include the Company and its controlled subsidiaries. All intercompany balances and transactions have been eliminated. In 2020, the Company entered into a joint venture agreement (the “JV agreement”) with Mader Holding L.P. (“Mader”). Under the terms of the JV agreement, CECO holds 70% of the equity in the joint venture. The noncontrolling interest in Mader is reported as a separate component on the Consolidated Balance Sheets. See Note 15 to the Consolidated Financial Statements for additional information on the joint venture. 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, 2020 and 2019, 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, 2020 2019 Cash and cash equivalents $ 35,992 $ 35,602 Restricted cash 1,819 $ 1,356 Total cash, cash equivalents and restricted cash $ 37,811 $ 36,958 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 Sheets 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 at December 31, 2020 include one building. 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 two to 15 years Intangible assets — Indefinite life intangible assets are comprised of tradenames, while finite life intangible assets are comprised of technology, customer lists, and tradenames. Finite life intangible assets are amortized on a straight line or accelerated basis over their estimated useful lives of seven to 10 years for technology, five to 20 years for customer lists, and 10 years for tradenames. Long-lived assets —Property, plant and equipment and finite life intangible assets are reviewed whenever events or changes in circumstances occur that indicate possible impairment. If events or changes in circumstances occur that indicate possible impairment, 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 on October 1 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. During 2020, our annual impairment test indicated that one of our indefinite-lived tradenames was impaired. Accordingly, we recognized impairment charges in our financial results of $0.9 million for the year ended December 31, 2020. There was no impairment recorded during the years ended December 31, 2019 and 2018. For additional information on impairment testing results, see Note 6 to the Consolidated Financial Statements. 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. In fiscal 2019, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Facility”). The Credit Facility amended the Company’s existing amended and restated agreement. In connection with the Credit Facility, the Company incurred $1.1 million in customary closing fees in 2019 that were capitalized and classified as a debt discount. Additionally, in fiscal 2019, $0.4 million of existing debt discount related to the 2017 long-term debt modification was expensed, and classified as interest expense, as a result of the Credit Facility (see Note 8 for further details on the Credit Facility). Amortization expense was $0.4 million, $1.1 million and $1.1 million for 2020, 2019 and 2018, respectively. As of December 31, 2020, and 2019, remaining capitalized deferred financing costs of $1.3 million and $1.7 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 assets depending on when it is due. Almost all of the Company’s contract assets are classified as current assets in the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities, classified in accounts payable and accrued expenses in the Consolidated Balance Sheets, include advance payments received from customers for which revenue has not been recognized for contracts where revenue is recognized at a point in time. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. The revenue streams within the Company are consistent with those disclosed for our reportable segments. See Note 17 to the Consolidated Financial Statements for additional information on product offerings and segments. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes to job performance, job conditions, and estimated profitability may result in revisions to contract revenue and costs and are recognized in the period in which the revisions are made. There was no provision for estimated losses on uncompleted contracts at December 31, 2020 and 2019. Cost of sales —Cost of sales amounts include materials, subcontract costs, direct labor and associated benefits, inbound freight charges, purchasing and receiving, inspection, warehousing, and depreciation. Claims —Change orders arise when the scope of the original project is modified for any of a variety of reasons. The Company will negotiate the extent of the modifications, its expected costs and recovery with the customer. Costs related to change orders are added to the expected total cost of the project. In cases where contract revenues are assured beyond a reasonable doubt to be increased in excess of the expected costs of the change order, incremental profit also is recognized on the contract. Such assurance is generally only achieved when the customer approves in writing the scope and pricing of the change order. Change orders that are in dispute are effectively handled as claims. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price. Costs attributable to claims are treated as contract costs as incurred. The Company recognizes certain significant claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated. When the customer or other parties agree in writing to the amount of the claim to be recovered by the Company, the amount of the claim becomes contractual and is accounted for as an increase in the contract’s total estimated revenue and estimated cost. As actual costs are incurred and revenues are recognized over time, a corresponding percentage of the revised total estimated profit will therefore be recognized. Should it become probable that the claim will not result in additional contract revenue, the Company removes the related contract revenues from its previous estimate of total revenues, which effectively reduces the estimated profit margin on the job and negatively impacts profit for the period. Pre-contract costs —Pre-contract costs are not significant and are primarily internal costs. As most of the Company’s contracts are one year or less, the Company expenses all pre-contract costs as incurred regardless of whether or not the bids are successful. A majority of 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, legal, accounting, 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. Restructuring expenses —Restructuring expenses on the Consolidated Statements of Operations include expenses related to an ongoing restructuring program to reduce operating costs in the future. Within restructuring expenses are charges related to severance, facility exit, legal and property, plant and equipment impairment. The Company’s policy is to recognize restructuring expenses in accordance with the accounting rules related to exit or disposal activities. Executive transition expenses —Executive transition expenses on the Consolidated Statements of Operations include expenses related to the severance for the Company’s former Chief Executive Officer, as well as fees and expenses incurred in the search for, and hiring of, a new Chief Executive Officer. Product Warranties —The Company’s warranty reserve is to cover the products sold. The warranty accrual is based on historical claims information. The warranty reserve is reviewed and adjusted as necessary on a quarterly basis and is presented within Note 7. Research and Development —Although not technically defined as research and development, a significant amount of time, effort and expense is devoted to (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 are determined using the asset and liability method of accounting for income taxes in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes”. Income tax expense includes federal, state and foreign income taxes. Deferred income taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases and are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Tax credits and other incentives reduce income tax expense in the year the credits are claimed. Management must assess the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal, state and foreign tax authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions, including many foreign jurisdictions. The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. Management must assess the realizability of the Company’s deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The company has made an accounting policy election to record the U.S. income tax effect of future global intangible low-taxed income (“GILTI”) inclusions in the period in which they arise, rather than establishing deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusion. Certain of the Company’s undistributed earnings of its foreign subsidiaries are not permanently reinvested. A liability has been recorded for the deferred taxes on such undistributed foreign earnings. The amount is attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. Earnings per share —The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share for 2020, 2019 and 2018. For the Year Ended December 31 2020 2019 2018 (table only in thousands) Numerator (for basic and diluted earnings per share) Net income (loss) $ 8,211 $ 17,707 $ (7,121 ) Denominator Basic weighted-average shares outstanding 35,290 34,988 34,714 Common stock equivalents arising from stock options and restricted stock awards 231 496 — Diluted weighted-average shares outstanding 35,521 35,484 34,714 Options and unvested restricted stock units are included in the computation of diluted earnings per share using the treasury stock method. For 2020, 2019 and 2018, outstanding options and unvested restricted stock units of 1.0 million, 0.4 million and 0.8 million, respectively, were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. Once a restricted stock award vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share. Foreign Currency Translation —The functional currencies of the Company’s foreign subsidiaries are their local currencies and their books and records are maintained in the local currency. The assets and liabilities of these foreign subsidiaries are translated into United States Dollars (“USD”) based on the end-of period exchange rates and the resultant translation adjustments are reported in Accumulated Other Comprehensive Loss in Shareholders’ equity on the Consolidated Balance Sheets. Income and expenses are translated into USD at average exchange rates in effect during the period. Transactions denominated in other than the local currency are remeasured into the local currency and the resulting exchange gains or losses are included in “Other income (expense), net” line of the Consolidated Statements of Operations. Transaction gains were $1.3 million, $0.9 million and $0.7 million in 2020, 2019 and 2018, respectively. Reclassifications —Certain prior year amounts have been reclassified in order to conform to the current year presentation. Recently adopted accounting pronouncements 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 December 15, 2020. The adoption of the standard did not have a material impact on our statement of operations or liquidity. See Note 10 to the Consolidated Financial Statements for additional details on the Company’s pension plans. Recently issued accounting pronouncements not yet adopted In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning January 1, 2021. We do not expect ASU 2019-12 to have a material impact on our financial statements. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, due to their short-term nature or variable, market-driven interest rates. The fair value of the debt issued under our Credit Agreement was $74.0 million and $67.3 million at December 31, 2020 and 2019, respectively. The fair value was determined considering market conditions, our credit worthiness and the current terms of our debt, which is considered Level 2 on the fair value hierarchy. At December 31, 2020 and 2019, the Company had cash and cash equivalents of $36.0 million and $35.6 million, respectively, of which $28.0 million and $27.4 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, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivable consisted of the following: December 31, (table only in thousands) 2020 2019 Contract receivables $ 57,435 $ 58,881 Trade receivables 8,721 12,135 Allowance for doubtful accounts (3,110 ) (2,582 ) Total accounts receivable $ 63,046 $ 68,434 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 $1.5 million and $0.9 million at December 31, 2020 and 2019, respectively. Retainage receivables on contracts in progress are generally collected within a year or two subsequent to contract completion. Provision for doubtful accounts was $0.9 million, $0.3 million and $1.4 million during 2020, 2019 and 2018, respectively, while accounts charged to the allowance were $0.4 million, $0.6 million and $0.8 million during 2020, 2019 and 2018, respectively. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following: December 31, (table only in thousands) 2020 2019 Raw materials $ 14,262 $ 15,218 Work in process 5,594 7,328 Finished goods 496 654 Obsolescence allowance (3,009 ) (2,622 ) Total inventories $ 17,343 $ 20,578 Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $0.5 million, $0.3 million and $0.5 million during 2020, 2019 and 2018, respectively. Items charged to the allowance for inventory write-offs were $0.1 million, $0.1 million and $0.3 million, during 2020, 2019 and 2018, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 5 . December 31, (table only in thousands) 2020 2019 Land $ — $ 147 Building and improvements 7,594 7,400 Machinery and equipment 26,939 26,993 Property, plant and equipment, gross 34,533 34,540 Less accumulated depreciation (18,305 ) (19,266 ) Property, plant and equipment, net $ 16,228 $ 15,274 Depreciation expense was $2.5 million, $2.1 million and $3.5 million for 2020, 2019 and 2018, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6 . Goodwill and Intangible Assets (table only in thousands) Energy Solutions segment Industrial Solutions s egment Fluid Handling Solutions segment Totals Balance of goodwill at December 31, 2018 $ 97,143 $ 23,436 $ 31,577 $ 152,156 Foreign currency translation (136 ) — — (136 ) Balance of goodwill at December 31, 2019 97,007 23,436 31,577 152,020 Acquisitions 2,085 7,022 — 9,107 Foreign currency translation 693 — — 693 Balance of goodwill at December 31, 2020 $ 99,785 $ 30,458 $ 31,577 $ 161,820 As of December 31, 2020 and 2019, the Company has an aggregate amount of goodwill acquired of $222.5 million and $212.8 million, respectively, and an aggregate amount of impairment losses of $60.7 million which was recognized in 2017. The Company’s indefinite lived intangible assets as of December 31, 2020 and 2019 consisted of the following: Tradenames (table only in thousands) 2020 2019 Balance beginning of year $ 14,291 $ 18,258 Transfer to finite life classification (700 ) (3,904 ) Impairment charge (850 ) — Foreign currency adjustments 196 (63 ) Balance end of year $ 12,937 $ 14,291 During 2020 and 2019, the Company reassessed the useful lives of certain tradenames and determined that $0.7 million and $3.9 million, respectively, of tradenames would have useful lives of 10 years The Company completes an annual (or more often if circumstances require) impairment assessment of its goodwill and indefinite life intangible assets on October 1 at the reporting unit level. The Company bases its measurement of the fair value of a reporting unit using a 50/50 weighting of the income method and the market method. The income method is based on a discounted future cash flow approach that uses the significant assumptions of projected revenue, projected operational profit, terminal growth rates, and the cost of capital. Projected revenue and operational profit, and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted future cash flow approach. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. The market method is based on financial multiples of comparable companies and applies a control premium. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of a reporting unit. Based on this analysis, the estimated fair value of all of our reporting units exceeded their carrying value as of October 1, 2020. There was no goodwill impairment in 2020, 2019 and 2018. In the 2020 impairment analysis for the Fluid Handling Solutions reporting unit, which had a goodwill balance of $31.6 million at the analysis date, the fair value only exceeded the carrying value by 7%. Management’s projections used to estimate the undiscounted cash flows included modest increase to sales volumes and operational improvements designed to reduce costs. Changes in any of the significant assumptions used, including if the Company does not successfully achieve its 2021 operating plan, can materially affect the expected cash flows, and such impacts can result in a potentially material non-cash impairment charge. Therefore, the key assumptions most susceptible to change are projected revenue and projected operational profit. We determined that with other assumptions held constant under our weighted income and market method for measuring fair value, a decrease in the projected average revenue growth rates of approximately 90 basis points or a decrease in the projected average EBITDA rates of approximately 105 basis points would result in fair value of the reporting unit being equal to its carrying value. The Company also performed an impairment analysis for all indefinite life intangible assets, which consists of tradenames, as of October 1, 2020. 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 but one tradename within our Fluid Handling Solutions segment as of the testing date. Accordingly, we recognized impairment charges in our financial results of $0.9 million for the year ended December 31, 2020. There was no impairment charge in 2019 and 2018. 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 consisted of the following: December 31, 2020 2019 (table only in thousands) Intangible assets – finite life Cost Accum. Amort. Cost Accum. Amort. Technology $ 14,457 $ 13,008 $ 14,457 $ 10,686 Customer lists 73,199 48,959 68,943 44,484 Tradenames 6,578 1,758 5,294 1,154 Foreign currency adjustments (2,826 ) (1,954 ) (1,869 ) (782 ) Total finite life intangible assets $ 91,408 $ 61,771 $ 86,825 $ 55,542 Amortization expense of finite life intangible assets was $7.4 million, |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 7 . Accounts Payable and Accrued Expenses Accounts payable and accrued expense consisted of the following: December 31, (table only in thousands) 2020 2019 Trade accounts payable, including amounts due to subcontractors $ 55,899 $ 48,762 Compensation and related benefits 5,079 5,712 Accrued warranty 4,090 4,664 Contract liability 3,974 5,666 Short-term operating lease liability 2,274 2,610 Other 13,681 10,905 Total accounts payable and accrued expenses $ 84,997 $ 78,319 The activity in the Company’s current portion of earnout liability which is recorded in Accounts payable and accrued expenses on our Consolidated Balance Sheets, consisted of the following December 31, (table only in thousands) 2020 2019 Earnout accrued at beginning of year $ — $ — Fair value of earnout at acquisition date (see Note 15) 553 — Fair value adjustment 1,190 — Payments — — Earnout accrued at end of year $ 1,743 $ — |
Senior Debt
Senior Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Senior Debt | 8 . Senior debt Debt consisted of the following: December 31, (table only in thousands) 2020 2019 Outstanding borrowings under Credit Facility Term loan payable in quarterly principal installments of $0.6 million through June 2021, $0.9 million through June 2023, and $1.3 million thereafter with balance due upon maturity in June 2024 – Term loan $ 46,250 $ 48,750 – Revolving Credit Loan 27,700 18,500 – Unamortized debt discount (1,334 ) (1,749 ) Total outstanding borrowings under Credit Facility 72,616 65,501 Less: current portion (3,125 ) (2,500 ) Total debt, less current portion $ 69,491 $ 63,001 In 2020, the Company made repayments of $2.5 million on the term loan and had net borrowings on the revolving credit lines of $9.2 million. Scheduled principal payments under our Credit Facility are $3.1 million in 2021, $3.7 million in 2022, $4.4 million in 2023, and $62.8 million in 2024. Credit Facility As of December 31, 2020 and 2019, $7.6 million and $11.0 million of letters of credit were outstanding, respectively. Total unused credit availability under the Company’s senior secured term loan and senior secured revolver loan with sub-facilities for letters of credit, swing-line loans and senior secured multi-currency loans was $60.8 million and $82.3 million at December 31, 2020 and 2019, respectively. Revolving loans may be borrowed, repaid and reborrowed until June 11, 2024, at which time all outstanding balances of the Credit Facility must be repaid. 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 stated interest rate on outstanding borrowings was 2.25% and 3.80% at December 31, 2020 and 2019, respectively. Under the terms of the Credit Facility, the Company is required to maintain certain financial covenants, including the maintenance of a Consolidated Net Leverage Ratio (as defined in the Credit Facility). Through September 30, 2021, the maximum Consolidated Net Leverage Ratio is 3.50, after which time it will decrease to 3.25 until the end of the term of the Credit Facility. The Company has granted a security interest in substantially all of its assets to secure its obligations pursuant to the Credit Facility. The Company’s obligations under the Credit 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, 2020 and 2019, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility. Foreign Debt The Company has a number of bank guarantee facilities and bilateral lines of credit in various foreign countries currently supported by cash, letters of credit or pledged assets and collateral under the Credit Facility. The Credit Facility allows letters of credit and bank guarantee issuances of up to $50.0 million from the bilateral lines of credit secured by pledged assets and collateral under the Credit Facility. As of December 31, 2020, $17.2 million in bank guarantees were outstanding. In addition, a subsidiary of the Company located in the Netherlands has a Euro-denominated bank guarantee agreement secured by local assets under which $3.4 million in bank guarantees were outstanding as of December 31, 2020. As of December 31, 2020, the borrowers of these facilities and agreements were in compliance with all related financial and other restrictive covenants. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | 9 . Shareholders’ Equity 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 July 6, 2020, in connection with the appointment of our Chief Executive Officer, the Company granted our Chief Executive Officer approximately 94,000 restricted stock units with a fair value of $0.6 million, which are being expensed over the vesting period of four years. The Company also granted our Chief Executive Officer approximately 1.2 million stock options with a fair value of $2.4 million that are being expensed over the vesting period of four years. These grants of restricted stock units and stock options (“2020 Inducement Awards”) were approved by the Board of Directors of the Company and are not included in 2017 Plan. Share-based compensation expense for stock options and restricted stock awards under these plans was $1.8 million, $2.7 million and $3.1 million for 2020, 2019 and 2018, respectively. The tax benefit related to share based compensation expense was $0.3 million, $0.4 million and $0.5 million in 2020, 2019 and 2018, respectively. Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (“ESPP”) was approved by shareholders on June 11, 2020. The ESPP is administered by the Compensation Committee. The ESPP allows employees to purchase shares of common stock at a 15% discount from market price and pay for the shares through payroll deductions. Eligible employees can enter the plan at specific “offering dates” that occur in six-month The aggregate maximum number of shares of the Company’s common stock that may be granted under the ESPP is 1.3 million shares over the ten-year The Company recognized employee stock purchase plan expense of $20,000, $60,000 and $90,000 in 2020, 2019 and 2018, respectively. Stock Options The estimated weighted-average fair value of stock options granted during 2020, was $1.98 per option, using the Black-Scholes option-pricing model based on the following assumptions: Expected Volatility : The Company utilizes a volatility factor based on the Company’s historical stock prices for a period of time equal to the expected term of the stock option utilizing weekly price observations. For 2020, the Company utilized weighted-average volatility factors of 52.5%. 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 2020, the Company utilized weighted-average expected term factors of 5.0 years. 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 2020, the Company utilized a weighted-average risk-free interest rate factor of 0.3%. The fair value of stock options is recorded as compensation expense on a straight-line basis over the vesting periods of the options and we account for forfeitures when they occur. Information related to all stock options under the 2017 Plan, 2007 Plan, and the 2020 Inducement Awards for 2020, 2019 and 2018 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, 2019 410 $ 11.45 4.7 years Forfeitures (71 ) 10.86 Granted 1,215 11.06 Outstanding at December 31, 2020 1,554 11.17 5.8 years $ 195 Exercisable at December 31, 2020 330 11.66 3.0 years $ 6 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2018 507 $ 10.43 5.2 years Forfeitures (31 ) 6.84 Exercised (66 ) 4.10 Outstanding at December 31, 2019 410 11.45 4.7 years $ 32 Exercisable at December 31, 2019 355 12.08 4.6 years $ 29 (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 Restricted Stock Awards Information related to restricted stock awards under the 2017 Plan, 2007 Plan, and the 2020 Inducement Awards for 2020, 2019 and 2018 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, 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 Granted 464 7.50 Vested (310 ) 7.24 Forfeited (84 ) 6.36 Nonvested at December 31, 2019 1,321 6.80 Granted 648 5.64 Vested (284 ) 7.60 Forfeited (638 ) 5.91 Nonvested at December 31, 2020 1,047 6.00 The Company received zero, $7,000 and $0.1 million of cash from employees exercising options in 2020, 2019 and 2018, respectively. The intrinsic value of options exercised during 2020, 2019 and 2018 was zero, $0.3 million and $24,000, respectively. Unrecognized compensation expense related to nonvested shares of stock options, restricted stock and performance units was $6.0 million at December 31, 2020 and will be recognized over a weighted average vesting period of 2.7 years. 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 stockholders. Future dividends and the dividend policy may be changed at the Company’s discretion at any time. Payment of dividends is also subject to the continuing compliance with 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 stockholders to suspend dividend payments. |
Pension and Employee Benefit Pl
Pension and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and Employee Benefit Plans | 1 0 . 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, (table only in thousands) 2020 2019 2018 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 35,985 $ 32,998 $ 36,327 Interest cost 1,034 1,303 1,190 Actuarial loss (gain) 3,323 3,704 (2,629 ) Benefits paid (2,070 ) (2,020 ) (1,890 ) Projected benefit obligation at end of year 38,272 35,985 32,998 Change in plan assets: Fair value of plan assets at beginning of year 27,099 24,197 26,836 Actual return (loss) on plan assets 1,629 4,431 (1,388 ) Employer contribution 1,887 491 639 Benefits paid (2,070 ) (2,020 ) (1,890 ) Fair value of plan assets at end of year 28,545 27,099 24,197 Funded status at end of year $ (9,727 ) $ (8,886 ) $ (8,801 ) Weighted-average assumptions used to determine benefit obligations for the year ended December 31: Discount rate 2.10 % 2.95 % 4.05 % The funded status as of December 31, 2020, 2019 and 2018, was $9.7 million, $8.8 million and $8.8 million, respectively and is recognized in our Consolidated Balance Sheets within other long-term liabilities. The details of net periodic benefit cost for pension benefits included in the accompanying Consolidated Statements of Operations are as follows: December 31, (table only in thousands) 2020 2019 2018 Interest cost $ 1,034 $ 1,303 $ 1,190 Expected return on plan assets (1,594 ) (1,254 ) (1,511 ) Amortization of net loss 266 263 238 Net periodic benefit (income) cost $ (294 ) $ 312 $ (83 ) Other changes in plan assets and benefit obligations recognized in other comprehensive income: December 31, (table only in thousands) 2020 2019 2018 Net loss $ 3,287 $ 527 $ 271 Amortization of net actuarial gain (266 ) (263 ) (238 ) Total recognized in other comprehensive income (loss) $ 3,021 $ 264 $ 33 Total recognized in net periodic benefit cost and other comprehensive income (loss) $ 2,727 $ 576 $ (50 ) The $3.3 million net loss arising in the year were primarily due to decreases in the discount rate, partially offset by higher actual returns on plan assets. Weighted-average assumptions used to determine net periodic benefit costs December 31, 2020 2019 2018 Discount Rate 2.95% 4.05% 3.35% Expected return on assets 6.00% 5.35% 5.75% 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. Benefits under the plan is not based on wages and, therefore, future wage adjustments have no effect on the projected benefit obligation. During 2020, 2019 and 2018, the Company updated the mortality tables (RP-2019 Total Mortality Table, RP-2018 Total Mortality Table, and RP-2017 Total Mortality Table for each respective year) in the underlying assumptions used to determine the benefit obligation. Pension plan assets are invested in trusts comprised primarily of investments in various debt and equity funds. A fiduciary committee establishes the target asset mix and monitors asset performance. The expected rate of return on assets includes the determination of a real rate of return for equity and fixed income investment applied to the portfolio based on their relative weighting, increased by an underlying inflation rate. Our defined benefit pension plan asset allocation by asset category is as follows: Target Allocation Percentage of Plan Assets 2020 2020 2019 Asset Category: Cash and cash equivalents 0% 6% 2% Equity securities 70% 66% 73% Debt securities 30% 27% 25% Total 100% 100% 100% Estimated pension plan cash obligations are $2.2 million, $2.2 million, $2.2 million, $2.2 million, and $2.2 million for 2021 through 2025, respectively, and a total of $10.3 million for the years 2026 through 2030. Fair Value Measurements of Pension Plan Assets Following is a description of the valuation methodologies used for pension assets measured at fair value: • Cash and cash equivalents: Cash and cash equivalents consist primarily of cash on deposit in money market funds. Cash and cash equivalents are stated at cost, which approximates fair value. • Equity securities: Equity securities consist of various managed funds that invest primarily in common stocks. These securities are valued at the net asset value of shares held by the plan at year end. The net asset value is calculated based on the underlying shares and investments held by the funds. • Debt securities: Debt securities consist of U.S. government and agency securities, corporate bonds and notes, and managed funds that invest in fixed income securities. U.S governmental and agency securities are valued at closing prices reported in the active market in which the individual securities are traded. Corporate bonds and notes are valued using market inputs including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Inputs may be prioritized differently at certain times based on market conditions. Managed funds are valued at the net asset value of shares held by the plan at year end. The net asset value is calculated based on the underlying investments held by the fund. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The levels assigned to the defined benefit plan assets as of December 31, 2020, 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 $ 1,984 $ — $ — $ 1,984 Equity securities 18,987 — — 18,987 Debt securities 7,574 — — 7,574 Total assets $ 28,545 $ — $ — $ 28,545 The levels assigned to the defined benefit plan assets as of December 31, 2019, 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 $ 578 $ — $ — $ 578 Equity securities 19,702 — — 19,702 Debt securities 6,819 — — 6,819 Total assets $ 27,099 $ — $ — $ 27,099 The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chooses to stop participating in some of its multiemployer plans, CECO may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company’s participation in these plans for the year ended December 31, 2020, 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 2020 is for the plan’s year-end at December 31, 2019. 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 2012 FIF/RP Status Pending/ Implemented Surcharge Imposed Expiration of Collective Bargaining Agreement Sheet Metal Workers’ National Pension Fund 52-6112463/001 Yellow FIF: Yes -Implemented RP: Yes - Implemented No Various Sheet Metal Workers Local 224 Pension Plan 31-6171353/001 Yellow FIF: Yes - Implemented No May 31, 2022 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256/001 Green Is not subject No April 30, 2023 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, 2019. 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, 20 20 . 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 $1.0 million, $1.7 million and $1.4 million in 2020, 2019 and 2018, respectively. We have a 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 $1.6 million, $1.7 million, and $1.7 million during 2020, 2019 and 2018, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 1 1 . Leases On January 1, 2019, we adopted the new lease accounting guidance, ASC 842. The guidance 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. Our leasing activity is primarily related to buildings used for manufacturing, warehousing, sales, and administrative activities. We determine if an arrangement is a lease at inception. Many of our lease agreements contain renewal options; however, we do not recognize ROU assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Some of our lease agreements contain rent escalation clauses, free-rent periods, or other lease concessions. We recognize our minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. Variable lease costs represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred. Our variable lease costs are not material. In determining our ROU assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease agreement. ASU 2016-02 requires us to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. When we cannot readily determine the discount rate implicit in the lease agreement, we utilize our fully collateralized incremental borrowing rate. To estimate our specific incremental borrowing rates we consider, among other factors, interest rates on our existing credit facilities, risk-free rates, the types of assets being leased, and the term of the leases. The components of lease expense were as follows: December 31, (table only in thousands) 2020 2019 Operating lease cost (a) $ 3,450 $ 3,612 Finance lease cost: Amortization of right-of-use assets 308 309 Interest on lease liability 338 360 Total finance lease cost 646 669 Total lease cost $ 4,096 $ 4,281 (a) includes variable lease costs which are immaterial Supplemental cash flow information related to leases was as follows: December 31, (table only in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,338 $ 3,453 Operating cash flows from finance leases $ 338 $ 360 Financing cash flows from finance leases $ 467 $ 478 Right of use assets obtained in exchange for lease obligations Operating leases $ 545 $ 3,547 Supplemental balance sheet information related to leases was as follows: December 31, (table only in thousands) 2020 2019 Operating leases Right-of-use assets from operating leases $ 11,376 $ 13,607 Accounts payable and accrued expenses $ 2,274 $ 2,610 Operating lease liabilities 9,310 11,116 Total operating lease liabilities $ 11,584 $ 13,726 Finance leases Property, plant and equipment, net $ 2,947 $ 3,255 Accounts payable and accrued expenses $ 557 $ 516 Other liabilities 6,783 7,340 Total finance lease liabilities $ 7,340 $ 7,856 Weighted-average remaining lease term as of December 31, 2020 were as follows: Operating leases 12 years Finance leases 11 years Weighted-average discount rate Operating leases 5.0% Finance leases 4.5% As of December 31, 2020, maturities of lease liabilities were as follows: (table only in thousands) Operating Leases Finance Leases 2021 2,872 872 2022 2,222 889 2023 2,035 907 2024 1,876 925 2025 1,605 943 Thereafter 3,221 4,541 Total minimum lease payments $ 13,831 $ 9,077 Less imputed interest (2,247 ) (1,737 ) Lease liability $ 11,584 $ 7,340 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 2 . 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, 20 20 for cases involving asbestos-related claims were $ million which together with all legal fees other than corporate counsel expenses; $ million have been paid by the Company’s insurers. The average cost per settled claim, excluding legal fees, was approximately $ . Based upon the most recent information available to the Company regarding such claims, there were a total of 200 cases pending against the Company as of December 31, 2020 (with Illinois, New York, Pennsylvania and West Virginia having the largest number of cases), as compared with 209 cases that were pending as of December 31, 2019. During 2020, 77 new cases were filed against the Company, and the Company was dismissed from 81 cases and settled 5 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, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 3 . Income Taxes Income (loss) before income taxes was generated in the United States and globally as follows: (table only in thousands) 2020 2019 2018 Domestic $ 3,495 $ 11,565 $ 6,230 Foreign 8,349 1,779 (3,733 ) $ 11,844 $ 13,344 $ 2,497 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 $0.9 million has been recorded for the deferred taxes on such undistributed foreign earnings as of December 31, 2020. The deferred taxes are attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. Income tax expense (benefit) consisted of the following for the years ended December 31: (table only in thousands) 2020 2019 2018 Current: Federal $ (239 ) $ (4,526 ) $ 5,166 State 241 (616 ) 1,660 Foreign 2,632 1,719 2,834 2,634 (3,423 ) 9,660 Deferred: Federal 1,638 (604 ) 1,144 State 313 (220 ) 56 Foreign (913 ) (116 ) (1,242 ) 1,038 (940 ) (42 ) $ 3,672 $ (4,363 ) $ 9,618 The income tax expense (benefit) differs from the statutory rate due to the following: (table only in thousands) 2020 2019 2018 Tax expense at statutory rate $ 2,487 $ 2,802 $ 524 Increase (decrease) in tax resulting from: State income tax, net of federal benefit 503 (707 ) 1,337 Change in uncertain tax position reserves (115 ) (236 ) 73 Permanent differences related to divestitures — (4,201 ) 7,048 Other permanent differences 601 (842 ) 693 Impact of rate differences and adjustments 101 884 57 United States tax credits and incentives 153 (2,124 ) (354 ) Foreign tax credits and incentives (794 ) (1,386 ) (1,088 ) Change in valuation allowance (218 ) 198 1,521 Net deemed distribution on repatriation of foreign earnings — — (1,713 ) Foreign withholding taxes on repatriation of foreign earnings 242 646 666 Earnout expense (income) 293 — (69 ) Investment in joint venture (1,341 ) — — Net effect GILTI and FDII 1,598 399 (172 ) Other 162 204 1,095 $ 3,672 $ (4,363 ) $ 9,618 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: (table only in thousands) 2020 2019 Gross deferred tax assets: Accrued expenses $ 731 $ 1,167 Reserves on assets 1,777 1,566 Share-based compensation awards 334 410 Minimum pension 2,188 1,946 Net operating loss carry-forwards 3,531 3,141 Tax credit carry-forwards 2,518 2,940 Investment in joint venture 1,505 — Other 645 371 Depreciation — 140 Leases 2,556 2,999 Valuation allowances (5,965 ) (5,810 ) $ 9,820 $ 8,870 Gross deferred tax liabilities: Depreciation (1,159 ) — Goodwill and intangibles (11,565 ) (9,855 ) Prepaid expenses and inventory (438 ) (554 ) Withholding tax on unremitted foreign earnings (871 ) (646 ) Leases (2,602 ) (3,010 ) Revenue recognition (155 ) (748 ) (16,790 ) (14,813 ) Net deferred tax liabilities $ (6,970 ) $ (5,943 ) As of December 31, 2020, the Company has federal net operating loss carry forwards of $0.6 million. Federal net operating losses of $0.1 million will expire in 2037. The remaining net operating losses can be carried forward indefinitely until the loss is fully recovered. State and local net operating loss carry forwards total $49.4 million, which expire from 2021 to 2040. The Company has recorded a valuation allowance on certain of these net operating loss carry forwards to reflect expected realization. The Company also has net operating loss carry forwards in foreign jurisdictions totaling $10.3 million. A full valuation allowance has been established against substantially all of these losses in foreign jurisdictions. As of December 31, 2020 and 2019, the Company has recorded a valuation reserve in the amount of $6.0 million and $5.8 million, respectively. The changes in the valuation allowance resulted in additional income tax expense (benefit) of $(0.2) million, $0.2 million, and $1.5 million in 2020, 2019, and 2018, 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, 2020. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The Company accounts for uncertain tax positions pursuant to FASB ASC Topic 740. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. A reconciliation of the beginning and ending amount of uncertain tax position reserves included in other liabilities on the Consolidated Balance Sheets is as follows: (table only in thousands) 2020 2019 Balance as of January 1, $ 254 $ 939 Additions for tax positions taken in prior years 2 4 Reductions of tax positions taken in prior years (117 ) (240 ) Reductions for settlements on tax positions of prior years — (449 ) Balance as of December 31, $ 139 $ 254 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The reserve for uncertain tax positions includes zero and $0.1 million of interest and penalties as of December 31, 2020 and 2019, respectively. The favorable settlement of all uncertain tax positions would impact the Company’s effective income tax rate. Tax years going back to 2015 remain open for all significant state and foreign authorities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 4 . Related Party Transactions During 2020, 2019 and 2018 we paid fees of $0.1 million, $0.2 million and $0.2 million, respectively, for consulting services to Icarus, through which Jason DeZwirek, our Chairman of our Board, provides services. The services described above are based on a verbal agreement with the Company. The Board of Directors approves the above services on an annual basis. |
Acquisitions and Joint Ventures
Acquisitions and Joint Ventures | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Joint Ventures | 1 5 . Acquisitions and Joint Ventures Environmental Integrated Solutions On June 4, 2020, the Company acquired 100% of the equity interests of Environmental Integrated Solutions (“EIS”) for $10.3 million in cash, which was financed with an additional draw on our revolving credit facility. As additional consideration, the former owners are entitled to earnout payments based upon a multiple of specified financial results through December 31, 2021. Based on projections at the acquisition date, the Company estimated the fair value of the earnout to be $0.6 million. During 2020, the Company increased earnout to $1.7 million at December 31, 2020 based on the estimated fair value at that date. Of this change, $1.2 million is recorded as expense in “Amortization and earnout expenses” on the Consolidated Statement of Operations. The change in fair value was a result of EIS performing above initial acquisition operational expectations. The earnout liability is recorded in “Accounts payable and accrued expenses” on the Consolidated Balance Sheets. EIS engineers products that clean air through a variety of technologies including volatile organic compounds (“VOC”) abatement, odor control, regenerative thermal oxidizers, and other air pollution control solutions, which complements our Industrial Solutions Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. (table only in thousands) Current assets (including cash of $4,212) $ 6,416 Property and equipment 26 Other assets 44 Goodwill 7,022 Intangible - finite life 4,840 Total assets acquired 18,348 Current liabilities assumed (6,514 ) Deferred income tax liability (920 ) Net assets acquired $ 10,914 Goodwill recognized represents value the Company expects to be created by combining the various operations of the acquired businesses with the Company’s operations, including the expansion into markets within existing business segments, access to new customers and potential cost savings and synergies. Goodwill related to this acquisition is not deductible for tax purposes. The Company acquired customer lists and tradename intangible assets valued at $4.2 million and $0.6 million, respectively. These assets were determined to have useful lives of 10 years. Acquisition and integration expenses on the Consolidated Statements of Operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. During 2020, EIS accounted for $8.1 million in revenue and $(0.8) million of pre-tax loss (inclusive of the earnout adjustment noted above). Mader On July 31, 2020, the Company entered into the JV Agreement with Mader in which CECO contributed the net assets of its Effox-Flextor damper business and Mader contributed the net assets of their damper business. Under the terms of the JV Agreement, CECO will hold 70% of the equity in the joint venture, and 50% voting interest. We determined CECO was the primary beneficiary of this variable interest entity and therefore the 30% noncontrolling equity interest is in the Consolidated Balance Sheet. The results of the joint venture are included in our Energy Segment. The fair value of Mader’s net assets contributed was $1.0 million. As of December 31, 2020 there were $6.4 million in current assets, $8.9 million in long-lived assets, and $7.6 million in total liabilities related to the Effox-Mader joint venture included in our Consolidated Balance Sheets. Since formation, the joint venture has accounted for $7.7 million in revenue and $(0.2) million of pre-tax loss. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the JV agreement date. (table only in thousands) Current assets (including cash of $229) $ 2,040 Property and equipment 103 Goodwill 2,085 Deferred income tax asset 287 Total assets assumed 4,515 Current liabilities assumed (515 ) Other liabilities (500 ) Long term debt (2,508 ) Fair value of 30% noncontrolling equity interest in Mader $ 992 Goodwill recognized represents value the Company expects to be created by combining the various operations of the joint venture with the Company’s operations, including the expansion into markets within existing business segments, access to new customers and potential cost savings and synergies. Goodwill related to this joint venture is not deductible for tax purposes. The approximate fair values of the assets acquired and liabilities assumed related to the above acquisition and joint venture are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed. Such changes could result in material variances between the Company’s future financial results, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. The following unaudited pro forma financial information represents the Company’s results of operations as if the EIS acquisition and the joint venture with Mader had occurred on January 1, 2019: December 31, (table only in thousands, except per share data) 2020 2019 Net sales $ 329,801 $ 368,027 Net income attributable to CECO Environmental Corp 9,728 26,980 Earnings per share: Basic $ 0.28 $ 0.77 Diluted $ 0.27 $ 0.76 The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, reflect additional interest expense on debt used to fund the acquisition, and to record the income tax consequences of the pro forma adjustments. These pro forma results do not purport to be indicative of the results of operations that would have occurred had the purchase been made as of the beginning of the periods presented or of the results of operations that may occur in the future. |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Divestitures | 16. 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. 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 loss. In 2019, the Company finalized a tax position related to the future carryback of the capital loss recognized in connection with the divestiture, resulting in a $4.4 million income tax benefit. 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, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information | 1 7 . Business Segment Information The Company’s operations are organized and reviewed by management along its product lines or end markets that the segment serves and are presented in three reportable segments. The results of the segments are reviewed through to the “Income 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. 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 and lower emissions through our highly engineered and tailored emissions management, silencers and separation solutions and services. Our offerings improve air quality and solves fluid handling needs with market leading technologies, efficiently designed, and customized solutions for the power generation, oil & gas, and petrochemical industries. • Industrial Solutions segment: Our Industrial Solutions segment serves the Air 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 in clean air pollution control, collection and ventilation technologies improve air quality with a compelling solution that enable our customers in the semiconductor manufacturing, electric vehicle production, battery recycling, and wood manufacturing industries 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, automotive, food and beverage, chemical, petrochemical, pharmaceutical, wastewater treatment, desalination and the aquarium & aquaculture markets. (table only in thousands) 2020 2019 2018 Net Sales (less intra-, inter-segment sales) Energy Solutions segment $ 205,494 $ 210,319 $ 211,185 Industrial Solutions segment 74,697 91,347 80,699 Fluid Handling Solutions segment 35,820 40,203 45,455 Net sales $ 316,011 $ 341,869 $ 337,339 (table only in thousands) 2020 2019 2018 Income from Operations Energy Solutions segment $ 34,170 $ 33,886 $ 28,797 Industrial Solutions segment 2,183 5,679 6,308 Fluid Handling Solutions segment 5,037 5,558 7,730 Corporate and Other (1) (28,044 ) (27,133 ) (32,833 ) Income from operations $ 13,346 $ 17,990 $ 10,002 (1) Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general, administrative corporate expenses and loss on divestitures. (table only in thousands) 2020 2019 2018 Property and Equipment Additions Energy Solutions segment $ 550 $ 434 $ 205 Industrial Solutions segment 371 402 756 Fluid Handling Solutions segment 978 3,239 1,226 Corporate and Other 2,046 1,580 903 Property and equipment additions $ 3,945 $ 5,655 $ 3,090 (table only in thousands) 2020 2019 2018 Depreciation and Amortization Energy Solutions segment $ 4,957 $ 6,084 $ 8,112 Industrial Solutions segment 1,589 1,320 1,067 Fluid Handling Solutions segment 2,610 2,795 3,517 Corporate and Other 765 410 576 Depreciation and amortization $ 9,921 $ 10,609 $ 13,272 December 31, (table only in thousands) 2020 2019 Identifiable Assets Energy Solutions segment $ 270,573 $ 254,752 Industrial Solutions segment 69,465 64,725 Fluid Handling Solutions segment 65,739 71,572 Corporate and Other (2) 13,537 17,588 Identifiable assets $ 419,314 $ 408,637 (2) Corporate assets primarily consist of cash and income tax related assets. December 31, (table only in thousands) 2020 2019 Goodwill Energy Solutions segment $ 99,785 $ 97,007 Industrial Solutions segment 30,458 23,436 Fluid Handling Solutions segment 31,577 31,577 Goodwill $ 161,820 $ 152,020 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, 2020 Less Inter-Segment Sales (table only in thousands) Total Sales Intra - Segment Sales Industrial Energy Fluid Net Sales to Outside Customers Net Sales Energy Solutions segment $ 218,290 $ (11,333 ) $ (725 ) $ — $ (738 ) $ 205,494 Industrial Solutions segment 88,694 (12,749 ) — (1,232 ) (16 ) 74,697 Fluid Handling Solutions segment 36,761 (902 ) (39 ) — — 35,820 Net Sales $ 343,745 $ (24,984 ) $ (764 ) $ (1,232 ) $ (754 ) $ 316,011 Year Ended December 31, 2019 Less Inter-Segment Sales (table only in thousands) Total Sales Intra - Segment Sales Industrial Energy Fluid Net Sales to Outside Customers Net Sales Energy Solutions segment $ 217,359 $ (6,650 ) $ (390 ) $ — $ — $ 210,319 Industrial Solutions segment 101,369 (8,278 ) — (1,677 ) (67 ) 91,347 Fluid Handling Solutions segment 41,717 (1,300 ) (214 ) — — 40,203 Net Sales $ 360,445 $ (16,228 ) $ (604 ) $ (1,677 ) $ (67 ) $ 341,869 Year Ended December 31, 2018 Less Inter-Segment Sales (table only in thousands) Total Sales Intra - Segment Sales Industrial Energy Fluid Net Sales to Outside Customers Net Sales Energy Solutions segment $ 220,334 $ (7,912 ) $ (1,232 ) $ — $ (5 ) $ 211,185 Industrial Solutions segment 84,424 (3,084 ) — (600 ) (41 ) 80,699 Fluid Handling Solutions segment 47,561 (1,483 ) (616 ) (7 ) — 45,455 Net Sales $ 352,319 $ (12,479 ) $ (1,848 ) $ (607 ) $ (46 ) $ 337,339 No single customer represented greater than 10% of consolidated net sales or accounts receivable for 2020, 2019, or 2018. For 2020, 2019, and 2018, sales to customers outside the United States, including export sales, accounted for approximately 35%, 30%, and 33%, respectively, of consolidated net sales. The largest portion of export sales in 2020 was destined for Europe (11.7%), and Asia (11.4%). Of consolidated long-lived assets, $29.0 million and $16.9 million were located outside of the United States as of December 31, 2020 and 2019, respectively. The largest portion of long-lived assets located outside the United States at December 31, 2020 were in Europe ($25.4 million). |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 power generation, petrochemical processing, general industrial, refining, oil & gas, electric vehicle production, poly silicon fabrication, battery recycling, and wastewater treatment, along with a wide range of other industries. COVID-19 On January 30, 2020, the WHO announced a global health emergency because of a new strain of coronavirus (“COVID-19”) originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. On March 11, 2020, the WHO characterized COVID-19 as a pandemic. As of March 3, 2021, the virus continues to spread and has had a significant impact on worldwide economic activity and on macroeconomic conditions and the end markets of our business. Vaccine administration is underway, however new variants of COVID-19 continue to emerge. There is uncertainty regarding the efficacy of vaccines and current tests and treatments with regard to the new variants. The Company has instituted some and may take additional temporary precautionary measures to comply with government directives and guidelines and minimize business disruption. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES act did not have a material impact on the Company. The outbreak and a continued spread of COVID-19 has resulted in a substantial curtailment of business activities worldwide and has caused weakened economic conditions, both in the United States and abroad. COVID-19 has had, and may continue to have, a negative impact on the Company's ongoing operations and the end markets in which it serves. However, the full impact of the COVID-19 pandemic continues to evolve as of the date of this filing, and as such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the pandemic on its financial condition, liquidity, operations, suppliers, industry, and workforce. |
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. In 2020, the Company entered into a joint venture agreement (the “JV agreement”) with Mader Holding L.P. (“Mader”). Under the terms of the JV agreement, CECO holds 70% of the equity in the joint venture. The noncontrolling interest in Mader is reported as a separate component on the Consolidated Balance Sheets. See Note 15 to the Consolidated Financial Statements for additional information on the joint venture. 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, 2020 and 2019, 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, 2020 2019 Cash and cash equivalents $ 35,992 $ 35,602 Restricted cash 1,819 $ 1,356 Total cash, cash equivalents and restricted cash $ 37,811 $ 36,958 |
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 Sheets 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 at December 31, 2020 include one building. |
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 two to 15 years |
Intangible assets | Intangible assets — Indefinite life intangible assets are comprised of tradenames, while finite life intangible assets are comprised of technology, customer lists, and tradenames. Finite life intangible assets are amortized on a straight line or accelerated basis over their estimated useful lives of seven to 10 years for technology, five to 20 years for customer lists, and 10 years for tradenames. |
Long-lived assets | Long-lived assets —Property, plant and equipment and finite life intangible assets are reviewed whenever events or changes in circumstances occur that indicate possible impairment. If events or changes in circumstances occur that indicate possible impairment, 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 on October 1 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. During 2020, our annual impairment test indicated that one of our indefinite-lived tradenames was impaired. Accordingly, we recognized impairment charges in our financial results of $0.9 million for the year ended December 31, 2020. There was no impairment recorded during the years ended December 31, 2019 and 2018. For additional information on impairment testing results, see Note 6 to the Consolidated Financial Statements. |
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. In fiscal 2019, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Facility”). The Credit Facility amended the Company’s existing amended and restated agreement. In connection with the Credit Facility, the Company incurred $1.1 million in customary closing fees in 2019 that were capitalized and classified as a debt discount. Additionally, in fiscal 2019, $0.4 million of existing debt discount related to the 2017 long-term debt modification was expensed, and classified as interest expense, as a result of the Credit Facility (see Note 8 for further details on the Credit Facility). Amortization expense was $0.4 million, $1.1 million and $1.1 million for 2020, 2019 and 2018, respectively. As of December 31, 2020, and 2019, remaining capitalized deferred financing costs of $1.3 million and $1.7 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 assets depending on when it is due. Almost all of the Company’s contract assets are classified as current assets in the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities, classified in accounts payable and accrued expenses in the Consolidated Balance Sheets, include advance payments received from customers for which revenue has not been recognized for contracts where revenue is recognized at a point in time. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. The revenue streams within the Company are consistent with those disclosed for our reportable segments. See Note 17 to the Consolidated Financial Statements for additional information on product offerings and segments. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes to job performance, job conditions, and estimated profitability may result in revisions to contract revenue and costs and are recognized in the period in which the revisions are made. There was no provision for estimated losses on uncompleted contracts at December 31, 2020 and 2019. |
Cost of sales | Cost of sales —Cost of sales amounts include materials, subcontract costs, direct labor and associated benefits, inbound freight charges, purchasing and receiving, inspection, warehousing, and depreciation. |
Claims | Claims —Change orders arise when the scope of the original project is modified for any of a variety of reasons. The Company will negotiate the extent of the modifications, its expected costs and recovery with the customer. Costs related to change orders are added to the expected total cost of the project. In cases where contract revenues are assured beyond a reasonable doubt to be increased in excess of the expected costs of the change order, incremental profit also is recognized on the contract. Such assurance is generally only achieved when the customer approves in writing the scope and pricing of the change order. Change orders that are in dispute are effectively handled as claims. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price. Costs attributable to claims are treated as contract costs as incurred. The Company recognizes certain significant claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated. When the customer or other parties agree in writing to the amount of the claim to be recovered by the Company, the amount of the claim becomes contractual and is accounted for as an increase in the contract’s total estimated revenue and estimated cost. As actual costs are incurred and revenues are recognized over time, a corresponding percentage of the revised total estimated profit will therefore be recognized. Should it become probable that the claim will not result in additional contract revenue, the Company removes the related contract revenues from its previous estimate of total revenues, which effectively reduces the estimated profit margin on the job and negatively impacts profit for the period. |
Pre-contract costs | Pre-contract costs —Pre-contract costs are not significant and are primarily internal costs. As most of the Company’s contracts are one year or less, the Company expenses all pre-contract costs as incurred regardless of whether or not the bids are successful. A majority of 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, legal, accounting, 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. |
Restructuring expenses | Restructuring expenses —Restructuring expenses on the Consolidated Statements of Operations include expenses related to an ongoing restructuring program to reduce operating costs in the future. Within restructuring expenses are charges related to severance, facility exit, legal and property, plant and equipment impairment. The Company’s policy is to recognize restructuring expenses in accordance with the accounting rules related to exit or disposal activities. |
Executive transition expenses | Executive transition expenses —Executive transition expenses on the Consolidated Statements of Operations include expenses related to the severance for the Company’s former Chief Executive Officer, as well as fees and expenses incurred in the search for, and hiring of, a new Chief Executive Officer. |
Product Warranties | Product Warranties —The Company’s warranty reserve is to cover the products sold. The warranty accrual is based on historical claims information. The warranty reserve is reviewed and adjusted as necessary on a quarterly basis and is presented within Note 7. |
Research and Development | Research and Development —Although not technically defined as research and development, a significant amount of time, effort and expense is devoted to (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 - Income taxes are determined using the asset and liability method of accounting for income taxes in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes”. Income tax expense includes federal, state and foreign income taxes. Deferred income taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases and are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Tax credits and other incentives reduce income tax expense in the year the credits are claimed. Management must assess the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal, state and foreign tax authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions, including many foreign jurisdictions. The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. Management must assess the realizability of the Company’s deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The company has made an accounting policy election to record the U.S. income tax effect of future global intangible low-taxed income (“GILTI”) inclusions in the period in which they arise, rather than establishing deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusion. Certain of the Company’s undistributed earnings of its foreign subsidiaries are not permanently reinvested. A liability has been recorded for the deferred taxes on such undistributed foreign earnings. The amount is attributable primarily to the foreign withholding taxes that would become payable should the Company repatriate cash held in its foreign operations. |
Earnings per share | Earnings per share —The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share for 2020, 2019 and 2018. For the Year Ended December 31 2020 2019 2018 (table only in thousands) Numerator (for basic and diluted earnings per share) Net income (loss) $ 8,211 $ 17,707 $ (7,121 ) Denominator Basic weighted-average shares outstanding 35,290 34,988 34,714 Common stock equivalents arising from stock options and restricted stock awards 231 496 — Diluted weighted-average shares outstanding 35,521 35,484 34,714 Options and unvested restricted stock units are included in the computation of diluted earnings per share using the treasury stock method. For 2020, 2019 and 2018, outstanding options and unvested restricted stock units of 1.0 million, 0.4 million and 0.8 million, respectively, were excluded from the computation of diluted earnings per share due to their having an anti-dilutive effect. Once a restricted stock award vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share. |
Foreign Currency Translation | Foreign Currency Translation —The functional currencies of the Company’s foreign subsidiaries are their local currencies and their books and records are maintained in the local currency. The assets and liabilities of these foreign subsidiaries are translated into United States Dollars (“USD”) based on the end-of period exchange rates and the resultant translation adjustments are reported in Accumulated Other Comprehensive Loss in Shareholders’ equity on the Consolidated Balance Sheets. Income and expenses are translated into USD at average exchange rates in effect during the period. Transactions denominated in other than the local currency are remeasured into the local currency and the resulting exchange gains or losses are included in “Other income (expense), net” line of the Consolidated Statements of Operations. Transaction gains were $1.3 million, $0.9 million and $0.7 million in 2020, 2019 and 2018, respectively. |
Reclassifications | Reclassifications —Certain prior year amounts have been reclassified in order to conform to the current year presentation. |
New Financial Accounting Pronouncements | Recently adopted accounting pronouncements 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 December 15, 2020. The adoption of the standard did not have a material impact on our statement of operations or liquidity. See Note 10 to the Consolidated Financial Statements for additional details on the Company’s pension plans. Recently issued accounting pronouncements not yet adopted |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Cash and cash equivalents $ 35,992 $ 35,602 Restricted cash 1,819 $ 1,356 Total cash, cash equivalents and restricted cash $ 37,811 $ 36,958 |
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 2020, 2019 and 2018. For the Year Ended December 31 2020 2019 2018 (table only in thousands) Numerator (for basic and diluted earnings per share) Net income (loss) $ 8,211 $ 17,707 $ (7,121 ) Denominator Basic weighted-average shares outstanding 35,290 34,988 34,714 Common stock equivalents arising from stock options and restricted stock awards 231 496 — Diluted weighted-average shares outstanding 35,521 35,484 34,714 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consisted of the following: December 31, (table only in thousands) 2020 2019 Contract receivables $ 57,435 $ 58,881 Trade receivables 8,721 12,135 Allowance for doubtful accounts (3,110 ) (2,582 ) Total accounts receivable $ 63,046 $ 68,434 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following: December 31, (table only in thousands) 2020 2019 Raw materials $ 14,262 $ 15,218 Work in process 5,594 7,328 Finished goods 496 654 Obsolescence allowance (3,009 ) (2,622 ) Total inventories $ 17,343 $ 20,578 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | December 31, (table only in thousands) 2020 2019 Land $ — $ 147 Building and improvements 7,594 7,400 Machinery and equipment 26,939 26,993 Property, plant and equipment, gross 34,533 34,540 Less accumulated depreciation (18,305 ) (19,266 ) Property, plant and equipment, net $ 16,228 $ 15,274 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill / Tradename | (table only in thousands) Energy Solutions segment Industrial Solutions s egment Fluid Handling Solutions segment Totals Balance of goodwill at December 31, 2018 $ 97,143 $ 23,436 $ 31,577 $ 152,156 Foreign currency translation (136 ) — — (136 ) Balance of goodwill at December 31, 2019 97,007 23,436 31,577 152,020 Acquisitions 2,085 7,022 — 9,107 Foreign currency translation 693 — — 693 Balance of goodwill at December 31, 2020 $ 99,785 $ 30,458 $ 31,577 $ 161,820 Tradenames (table only in thousands) 2020 2019 Balance beginning of year $ 14,291 $ 18,258 Transfer to finite life classification (700 ) (3,904 ) Impairment charge (850 ) — Foreign currency adjustments 196 (63 ) Balance end of year $ 12,937 $ 14,291 The Company’s finite lived intangible assets consisted of the following: |
Intangible Assets - Finite Life | December 31, 2020 2019 (table only in thousands) Intangible assets – finite life Cost Accum. Amort. Cost Accum. Amort. Technology $ 14,457 $ 13,008 $ 14,457 $ 10,686 Customer lists 73,199 48,959 68,943 44,484 Tradenames 6,578 1,758 5,294 1,154 Foreign currency adjustments (2,826 ) (1,954 ) (1,869 ) (782 ) Total finite life intangible assets $ 91,408 $ 61,771 $ 86,825 $ 55,542 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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) 2020 2019 Trade accounts payable, including amounts due to subcontractors $ 55,899 $ 48,762 Compensation and related benefits 5,079 5,712 Accrued warranty 4,090 4,664 Contract liability 3,974 5,666 Short-term operating lease liability 2,274 2,610 Other 13,681 10,905 Total accounts payable and accrued expenses $ 84,997 $ 78,319 |
Summary of Activity of Current Portion of Earnout Liability | The activity in the Company’s current portion of earnout liability which is recorded in Accounts payable and accrued expenses on our Consolidated Balance Sheets, consisted of the following December 31, (table only in thousands) 2020 2019 Earnout accrued at beginning of year $ — $ — Fair value of earnout at acquisition date (see Note 15) 553 — Fair value adjustment 1,190 — Payments — — Earnout accrued at end of year $ 1,743 $ — |
Senior Debt (Tables)
Senior Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following: December 31, (table only in thousands) 2020 2019 Outstanding borrowings under Credit Facility Term loan payable in quarterly principal installments of $0.6 million through June 2021, $0.9 million through June 2023, and $1.3 million thereafter with balance due upon maturity in June 2024 – Term loan $ 46,250 $ 48,750 – Revolving Credit Loan 27,700 18,500 – Unamortized debt discount (1,334 ) (1,749 ) Total outstanding borrowings under Credit Facility 72,616 65,501 Less: current portion (3,125 ) (2,500 ) Total debt, less current portion $ 69,491 $ 63,001 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Stock Option | The fair value of stock options is recorded as compensation expense on a straight-line basis over the vesting periods of the options and we account for forfeitures when they occur. Information related to all stock options under the 2017 Plan, 2007 Plan, and the 2020 Inducement Awards for 2020, 2019 and 2018 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, 2019 410 $ 11.45 4.7 years Forfeitures (71 ) 10.86 Granted 1,215 11.06 Outstanding at December 31, 2020 1,554 11.17 5.8 years $ 195 Exercisable at December 31, 2020 330 11.66 3.0 years $ 6 (Shares in thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding at December 31, 2018 507 $ 10.43 5.2 years Forfeitures (31 ) 6.84 Exercised (66 ) 4.10 Outstanding at December 31, 2019 410 11.45 4.7 years $ 32 Exercisable at December 31, 2019 355 12.08 4.6 years $ 29 (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 |
Summary of Restricted Stock Awards | Information related to restricted stock awards under the 2017 Plan, 2007 Plan, and the 2020 Inducement Awards for 2020, 2019 and 2018 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, 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 Granted 464 7.50 Vested (310 ) 7.24 Forfeited (84 ) 6.36 Nonvested at December 31, 2019 1,321 6.80 Granted 648 5.64 Vested (284 ) 7.60 Forfeited (638 ) 5.91 Nonvested at December 31, 2020 1,047 6.00 |
Pension and Employee Benefit _2
Pension and Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, (table only in thousands) 2020 2019 2018 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 35,985 $ 32,998 $ 36,327 Interest cost 1,034 1,303 1,190 Actuarial loss (gain) 3,323 3,704 (2,629 ) Benefits paid (2,070 ) (2,020 ) (1,890 ) Projected benefit obligation at end of year 38,272 35,985 32,998 Change in plan assets: Fair value of plan assets at beginning of year 27,099 24,197 26,836 Actual return (loss) on plan assets 1,629 4,431 (1,388 ) Employer contribution 1,887 491 639 Benefits paid (2,070 ) (2,020 ) (1,890 ) Fair value of plan assets at end of year 28,545 27,099 24,197 Funded status at end of year $ (9,727 ) $ (8,886 ) $ (8,801 ) Weighted-average assumptions used to determine benefit obligations for the year ended December 31: Discount rate 2.10 % 2.95 % 4.05 % The funded status as of December 31, 2020, 2019 and 2018, was $9.7 million, $8.8 million and $8.8 million, respectively and is recognized in our Consolidated Balance Sheets within other long-term liabilities. |
Schedule of Net Periodic Benefit Cost For Pension Benefits Included in the Accompanying Consolidated Statements of Operations | The details of net periodic benefit cost for pension benefits included in the accompanying Consolidated Statements of Operations are as follows: December 31, (table only in thousands) 2020 2019 2018 Interest cost $ 1,034 $ 1,303 $ 1,190 Expected return on plan assets (1,594 ) (1,254 ) (1,511 ) Amortization of net loss 266 263 238 Net periodic benefit (income) cost $ (294 ) $ 312 $ (83 ) |
Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income | Other changes in plan assets and benefit obligations recognized in other comprehensive income: December 31, (table only in thousands) 2020 2019 2018 Net loss $ 3,287 $ 527 $ 271 Amortization of net actuarial gain (266 ) (263 ) (238 ) Total recognized in other comprehensive income (loss) $ 3,021 $ 264 $ 33 Total recognized in net periodic benefit cost and other comprehensive income (loss) $ 2,727 $ 576 $ (50 ) |
Weighted-average Assumptions Used to Determine Net Periodic Benefit Cost | Weighted-average assumptions used to determine net periodic benefit costs December 31, 2020 2019 2018 Discount Rate 2.95% 4.05% 3.35% Expected return on assets 6.00% 5.35% 5.75% |
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 2020 2020 2019 Asset Category: Cash and cash equivalents 0% 6% 2% Equity securities 70% 66% 73% Debt securities 30% 27% 25% Total 100% 100% 100% |
Disclosure of Fair Value Measurements of Pension Plan Assets | The levels assigned to the defined benefit plan assets as of December 31, 2020, 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 $ 1,984 $ — $ — $ 1,984 Equity securities 18,987 — — 18,987 Debt securities 7,574 — — 7,574 Total assets $ 28,545 $ — $ — $ 28,545 The levels assigned to the defined benefit plan assets as of December 31, 2019, 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 $ 578 $ — $ — $ 578 Equity securities 19,702 — — 19,702 Debt securities 6,819 — — 6,819 Total assets $ 27,099 $ — $ — $ 27,099 |
Summary of Pension Fund General Information | The Company’s participation in these plans for the year ended December 31, 2020, 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 2020 is for the plan’s year-end at December 31, 2019. 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 2012 FIF/RP Status Pending/ Implemented Surcharge Imposed Expiration of Collective Bargaining Agreement Sheet Metal Workers’ National Pension Fund 52-6112463/001 Yellow FIF: Yes -Implemented RP: Yes - Implemented No Various Sheet Metal Workers Local 224 Pension Plan 31-6171353/001 Yellow FIF: Yes - Implemented No May 31, 2022 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256/001 Green Is not subject No April 30, 2023 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: December 31, (table only in thousands) 2020 2019 Operating lease cost (a) $ 3,450 $ 3,612 Finance lease cost: Amortization of right-of-use assets 308 309 Interest on lease liability 338 360 Total finance lease cost 646 669 Total lease cost $ 4,096 $ 4,281 (a) includes variable lease costs which are immaterial |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: December 31, (table only in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,338 $ 3,453 Operating cash flows from finance leases $ 338 $ 360 Financing cash flows from finance leases $ 467 $ 478 Right of use assets obtained in exchange for lease obligations Operating leases $ 545 $ 3,547 |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: December 31, (table only in thousands) 2020 2019 Operating leases Right-of-use assets from operating leases $ 11,376 $ 13,607 Accounts payable and accrued expenses $ 2,274 $ 2,610 Operating lease liabilities 9,310 11,116 Total operating lease liabilities $ 11,584 $ 13,726 Finance leases Property, plant and equipment, net $ 2,947 $ 3,255 Accounts payable and accrued expenses $ 557 $ 516 Other liabilities 6,783 7,340 Total finance lease liabilities $ 7,340 $ 7,856 |
Schedule of Lease Terms and Discount Rate | Weighted-average remaining lease term as of December 31, 2020 were as follows: Operating leases 12 years Finance leases 11 years Weighted-average discount rate Operating leases 5.0% Finance leases 4.5% |
Schedule of Maturities of Lease Liabilities | As of December 31, 2020, maturities of lease liabilities were as follows: (table only in thousands) Operating Leases Finance Leases 2021 2,872 872 2022 2,222 889 2023 2,035 907 2024 1,876 925 2025 1,605 943 Thereafter 3,221 4,541 Total minimum lease payments $ 13,831 $ 9,077 Less imputed interest (2,247 ) (1,737 ) Lease liability $ 11,584 $ 7,340 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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) 2020 2019 2018 Domestic $ 3,495 $ 11,565 $ 6,230 Foreign 8,349 1,779 (3,733 ) $ 11,844 $ 13,344 $ 2,497 |
Schedule of Income Tax Provision | Income tax expense (benefit) consisted of the following for the years ended December 31: (table only in thousands) 2020 2019 2018 Current: Federal $ (239 ) $ (4,526 ) $ 5,166 State 241 (616 ) 1,660 Foreign 2,632 1,719 2,834 2,634 (3,423 ) 9,660 Deferred: Federal 1,638 (604 ) 1,144 State 313 (220 ) 56 Foreign (913 ) (116 ) (1,242 ) 1,038 (940 ) (42 ) $ 3,672 $ (4,363 ) $ 9,618 The income tax expense (benefit) differs from the statutory rate due to the following: (table only in thousands) 2020 2019 2018 Tax expense at statutory rate $ 2,487 $ 2,802 $ 524 Increase (decrease) in tax resulting from: State income tax, net of federal benefit 503 (707 ) 1,337 Change in uncertain tax position reserves (115 ) (236 ) 73 Permanent differences related to divestitures — (4,201 ) 7,048 Other permanent differences 601 (842 ) 693 Impact of rate differences and adjustments 101 884 57 United States tax credits and incentives 153 (2,124 ) (354 ) Foreign tax credits and incentives (794 ) (1,386 ) (1,088 ) Change in valuation allowance (218 ) 198 1,521 Net deemed distribution on repatriation of foreign earnings — — (1,713 ) Foreign withholding taxes on repatriation of foreign earnings 242 646 666 Earnout expense (income) 293 — (69 ) Investment in joint venture (1,341 ) — — Net effect GILTI and FDII 1,598 399 (172 ) Other 162 204 1,095 $ 3,672 $ (4,363 ) $ 9,618 |
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: (table only in thousands) 2020 2019 Gross deferred tax assets: Accrued expenses $ 731 $ 1,167 Reserves on assets 1,777 1,566 Share-based compensation awards 334 410 Minimum pension 2,188 1,946 Net operating loss carry-forwards 3,531 3,141 Tax credit carry-forwards 2,518 2,940 Investment in joint venture 1,505 — Other 645 371 Depreciation — 140 Leases 2,556 2,999 Valuation allowances (5,965 ) (5,810 ) $ 9,820 $ 8,870 Gross deferred tax liabilities: Depreciation (1,159 ) — Goodwill and intangibles (11,565 ) (9,855 ) Prepaid expenses and inventory (438 ) (554 ) Withholding tax on unremitted foreign earnings (871 ) (646 ) Leases (2,602 ) (3,010 ) Revenue recognition (155 ) (748 ) (16,790 ) (14,813 ) Net deferred tax liabilities $ (6,970 ) $ (5,943 ) |
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) 2020 2019 Balance as of January 1, $ 254 $ 939 Additions for tax positions taken in prior years 2 4 Reductions of tax positions taken in prior years (117 ) (240 ) Reductions for settlements on tax positions of prior years — (449 ) Balance as of December 31, $ 139 $ 254 |
Acquisitions and Joint Ventur_2
Acquisitions and Joint Ventures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information represents the Company’s results of operations as if the EIS acquisition and the joint venture with Mader had occurred on January 1, 2019: December 31, (table only in thousands, except per share data) 2020 2019 Net sales $ 329,801 $ 368,027 Net income attributable to CECO Environmental Corp 9,728 26,980 Earnings per share: Basic $ 0.28 $ 0.77 Diluted $ 0.27 $ 0.76 |
Environmental Integrated Solutions [Member] | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | . The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. (table only in thousands) Current assets (including cash of $4,212) $ 6,416 Property and equipment 26 Other assets 44 Goodwill 7,022 Intangible - finite life 4,840 Total assets acquired 18,348 Current liabilities assumed (6,514 ) Deferred income tax liability (920 ) Net assets acquired $ 10,914 |
Mader Holdings L.P. | Joint Venture Agreement | |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the JV agreement date. (table only in thousands) Current assets (including cash of $229) $ 2,040 Property and equipment 103 Goodwill 2,085 Deferred income tax asset 287 Total assets assumed 4,515 Current liabilities assumed (515 ) Other liabilities (500 ) Long term debt (2,508 ) Fair value of 30% noncontrolling equity interest in Mader $ 992 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Net Sales and Income from Operation by Business Segment | (table only in thousands) 2020 2019 2018 Net Sales (less intra-, inter-segment sales) Energy Solutions segment $ 205,494 $ 210,319 $ 211,185 Industrial Solutions segment 74,697 91,347 80,699 Fluid Handling Solutions segment 35,820 40,203 45,455 Net sales $ 316,011 $ 341,869 $ 337,339 (table only in thousands) 2020 2019 2018 Income from Operations Energy Solutions segment $ 34,170 $ 33,886 $ 28,797 Industrial Solutions segment 2,183 5,679 6,308 Fluid Handling Solutions segment 5,037 5,558 7,730 Corporate and Other (1) (28,044 ) (27,133 ) (32,833 ) Income from operations $ 13,346 $ 17,990 $ 10,002 (1) Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general, administrative corporate expenses and loss on divestitures. |
Property and Equipment Additions, Depreciation and Amortization and Identifiable Assets | (table only in thousands) 2020 2019 2018 Property and Equipment Additions Energy Solutions segment $ 550 $ 434 $ 205 Industrial Solutions segment 371 402 756 Fluid Handling Solutions segment 978 3,239 1,226 Corporate and Other 2,046 1,580 903 Property and equipment additions $ 3,945 $ 5,655 $ 3,090 (table only in thousands) 2020 2019 2018 Depreciation and Amortization Energy Solutions segment $ 4,957 $ 6,084 $ 8,112 Industrial Solutions segment 1,589 1,320 1,067 Fluid Handling Solutions segment 2,610 2,795 3,517 Corporate and Other 765 410 576 Depreciation and amortization $ 9,921 $ 10,609 $ 13,272 December 31, (table only in thousands) 2020 2019 Identifiable Assets Energy Solutions segment $ 270,573 $ 254,752 Industrial Solutions segment 69,465 64,725 Fluid Handling Solutions segment 65,739 71,572 Corporate and Other (2) 13,537 17,588 Identifiable assets $ 419,314 $ 408,637 (2) Corporate assets primarily consist of cash and income tax related assets. |
Goodwill | December 31, (table only in thousands) 2020 2019 Goodwill Energy Solutions segment $ 99,785 $ 97,007 Industrial Solutions segment 30,458 23,436 Fluid Handling Solutions segment 31,577 31,577 Goodwill $ 161,820 $ 152,020 |
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, 2020 Less Inter-Segment Sales (table only in thousands) Total Sales Intra - Segment Sales Industrial Energy Fluid Net Sales to Outside Customers Net Sales Energy Solutions segment $ 218,290 $ (11,333 ) $ (725 ) $ — $ (738 ) $ 205,494 Industrial Solutions segment 88,694 (12,749 ) — (1,232 ) (16 ) 74,697 Fluid Handling Solutions segment 36,761 (902 ) (39 ) — — 35,820 Net Sales $ 343,745 $ (24,984 ) $ (764 ) $ (1,232 ) $ (754 ) $ 316,011 Year Ended December 31, 2019 Less Inter-Segment Sales (table only in thousands) Total Sales Intra - Segment Sales Industrial Energy Fluid Net Sales to Outside Customers Net Sales Energy Solutions segment $ 217,359 $ (6,650 ) $ (390 ) $ — $ — $ 210,319 Industrial Solutions segment 101,369 (8,278 ) — (1,677 ) (67 ) 91,347 Fluid Handling Solutions segment 41,717 (1,300 ) (214 ) — — 40,203 Net Sales $ 360,445 $ (16,228 ) $ (604 ) $ (1,677 ) $ (67 ) $ 341,869 Year Ended December 31, 2018 Less Inter-Segment Sales (table only in thousands) Total Sales Intra - Segment Sales Industrial Energy Fluid Net Sales to Outside Customers Net Sales Energy Solutions segment $ 220,334 $ (7,912 ) $ (1,232 ) $ — $ (5 ) $ 211,185 Industrial Solutions segment 84,424 (3,084 ) — (600 ) (41 ) 80,699 Fluid Handling Solutions segment 47,561 (1,483 ) (616 ) (7 ) — 45,455 Net Sales $ 352,319 $ (12,479 ) $ (1,848 ) $ (607 ) $ (46 ) $ 337,339 |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) shares in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)Obligationshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)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 | ||
Intangible asset impairment | $ 850,000 | $ 0 | $ 0 |
Debt discount expensed | 415,000 | 1,060,000 | $ 1,143,000 |
Provision for estimated losses on uncompleted contracts | $ 0 | $ 0 | |
Anti-dilutive options and unvested restricted stock units outstanding | shares | 1 | 0.4 | 0.8 |
Foreign currency transaction gain (loss) | $ 1,300,000 | $ 900,000 | $ 700,000 |
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 | $ 400,000 | 1,100,000 | $ 1,100,000 |
Discount to Debt [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized deferred financing costs | $ 1,300,000 | 1,700,000 | |
Amended and Restated Credit Agreement [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Customary closing fees | 1,100,000 | ||
Debt discount expensed | $ 400,000 | ||
Tradename [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 10 years | ||
Minimum [Member] | Technology [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 7 years | ||
Minimum [Member] | Customer Lists [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 5 years | ||
Maximum [Member] | ASU 2014-09 [Member] | Energy Solutions And Industrial Solutions Segments | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Contracts life | 12 months | ||
Maximum [Member] | Technology [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 10 years | ||
Maximum [Member] | Customer Lists [Member] | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets, Useful Life | 20 years | ||
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 | ||
Joint Venture Agreement | Mader Holdings L.P. | |||
Nature Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of equity hold in joint venture | 70.00% |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Changes And Error Corrections [Abstract] | ||||
Cash and cash equivalents | $ 35,992 | $ 35,602 | ||
Restricted cash | 1,819 | 1,356 | ||
Total cash, cash equivalents and restricted cash | $ 37,811 | $ 36,958 | $ 44,438 | $ 30,659 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator (for basic and diluted earnings per share) | |||
Net income (loss) | $ 8,211 | $ 17,707 | $ (7,121) |
Denominator | |||
Basic weighted-average shares outstanding | 35,289,616 | 34,987,878 | 34,714,395 |
Common stock equivalents arising from stock options and restricted stock awards | 231,000 | 496,000 | |
Diluted weighted-average shares outstanding | 35,520,670 | 35,484,273 | 34,714,395 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Of Financial Instruments [Line Items] | ||
Cash and cash equivalents | $ 35,992 | $ 35,602 |
Cash held outside United States, principally in Netherlands, United Kingdom, China, and Canada | 28,000 | 27,400 |
Credit Facility [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Fair value of debt issued | $ 74,000 | $ 67,300 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contract receivables | $ 57,435 | $ 58,881 |
Allowance for doubtful accounts | (3,110) | (2,582) |
Total accounts receivable | 63,046 | 68,434 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 8,721 | $ 12,135 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | |||
Amount billed but not received under retainage provisions in contracts | $ 1,500 | $ 900 | |
Retainage receivables on contracts minimum period | 1 year | ||
Retainage receivables on contracts maximum period | 2 years | ||
Provision for doubtful accounts | $ 928 | 295 | $ 1,357 |
Charge-offs | $ 400 | $ 600 | $ 800 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Net [Abstract] | ||
Raw materials | $ 14,262 | $ 15,218 |
Work in process | 5,594 | 7,328 |
Finished goods | 496 | 654 |
Obsolescence allowance | (3,009) | (2,622) |
Total inventories | $ 17,343 | $ 20,578 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |||
Amounts credited to the allowance for obsolete inventory | $ 0.5 | $ 0.3 | $ 0.5 |
Items charged to the allowance for inventory write-offs | $ 0.1 | $ 0.1 | $ 0.3 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 34,533 | $ 34,540 |
Less accumulated depreciation | (18,305) | (19,266) |
Property, plant and equipment, net | 16,228 | 15,274 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 147 | |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,594 | 7,400 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 26,939 | $ 26,993 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 2.5 | $ 2.1 | $ 3.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill / Tradename (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||
Goodwill, beginning balance | $ 152,020 | $ 152,156 | |
Goodwill, foreign currency translation | 693 | (136) | |
Goodwill, ending balance | 161,820 | 152,020 | $ 152,156 |
Goodwill, acquisitions | 9,107 | ||
Tradename, beginning balance | 14,291 | 18,258 | |
Tradename, transfers to finite life classification | (700) | (3,904) | |
Tradename, impairment charges | (850) | 0 | 0 |
Tradename, foreign currency adjustments | 196 | (63) | |
Tradename, ending balance | 12,937 | 14,291 | 18,258 |
Energy Solutions Segment [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 97,007 | 97,143 | |
Goodwill, foreign currency translation | 693 | (136) | |
Goodwill, ending balance | 99,785 | 97,007 | 97,143 |
Goodwill, acquisitions | 2,085 | ||
Industrial Solutions Segment [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 23,436 | 23,436 | |
Goodwill, ending balance | 30,458 | 23,436 | 23,436 |
Goodwill, acquisitions | 7,022 | ||
Fluid Handling Solutions Segment [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 31,577 | 31,577 | |
Goodwill, ending balance | $ 31,577 | $ 31,577 | $ 31,577 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Aggregate amount of goodwill acquired | $ 222,500,000 | $ 212,800,000 | ||
Aggregate amount of impairment | $ 60,700,000 | |||
Goodwill, impairment loss | 0 | 0 | $ 0 | |
Goodwill | $ 161,820,000 | 152,020,000 | 152,156,000 | |
Decrease in projected revenue growth rates | 0.90% | |||
Decrease In projected average EBITDA rates | 1.05% | |||
Intangible asset impairment | $ 850,000 | 0 | $ 0 | |
Fluid Handling Solutions | ||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | $ 31,600,000 | |||
Percentage of fair value in excess of carrying value | 7.00% | |||
Certain Tradenames [Member] | ||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, fair value | $ 700,000 | $ 3,900,000 | ||
Intangible assets, Useful Life | 10 years | 10 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets - Finite Lived (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 91,408 | $ 86,825 |
Accumulated Amortization | 61,771 | 55,542 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 14,457 | 14,457 |
Accumulated Amortization | 13,008 | 10,686 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 73,199 | 68,943 |
Accumulated Amortization | 48,959 | 44,484 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 6,578 | 5,294 |
Accumulated Amortization | 1,758 | 1,154 |
Foreign Currency Adjustments [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | (2,826) | (1,869) |
Accumulated Amortization | $ (1,954) | $ (782) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Trade accounts payable, including amounts due to subcontractors | $ 55,899 | $ 48,762 |
Compensation and related benefits | 5,079 | 5,712 |
Accrued warranty | 4,090 | 4,664 |
Contract liability | 3,974 | 5,666 |
Short-term operating lease liability | 2,274 | 2,610 |
Other | 13,681 | 10,905 |
Total accounts payable and accrued expenses | $ 84,997 | $ 78,319 |
Summary of Accounts Payable and
Summary of Accounts Payable and Accrued Expenses - Summary of Activity of Current Portion of Earnout Liability (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Payables And Accruals [Abstract] | |
Fair value of earnout at acquisition date (see Note 15) | $ 553 |
Fair value adjustment | 1,190 |
Earnout accrued at end of year | $ 1,743 |
Senior Debt - Summary of Debt (
Senior Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total outstanding borrowings under the Credit Facility | $ 72,616 | $ 65,501 |
Less: current portion | (3,125) | (2,500) |
Debt, less current portion | 69,491 | 63,001 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total outstanding borrowings under the Credit Facility | 46,250 | 48,750 |
Revolving Credit Loan [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Loan | 27,700 | 18,500 |
Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount | $ (1,334) | $ (1,749) |
Senior Debt - Summary of Debt_2
Senior Debt - Summary of Debt (Parenthetical) (Detail) - Term Loan [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Frequency of periodic payment | quarterly |
Term loans, year of maturity | Jun. 30, 2024 |
Debt Instrument, Redemption, Through June 2021 [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | $ 0.6 |
Debt Instrument, Redemption, Through June 2023 [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | 0.9 |
Debt Instrument, Redemption, Thereafter [Member] | |
Debt Instrument [Line Items] | |
Outstanding borrowings, quarterly principal installments payable amount | $ 1.3 |
Senior Debt - Additional Inform
Senior Debt - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Line Of Credit Facility [Line Items] | |||
Repayment of outstanding debt | $ 2,500 | ||
Credit facility principal payments 2021 | 3,100 | ||
Credit facility principal payments 2022 | 3,700 | ||
Credit facility principal payments 2023 | 4,400 | ||
Credit facility principal payments 2024 | $ 62,800 | ||
Weighted average interest rate on outstanding borrowings | 2.25% | 3.80% | |
Maximum consolidated leverage ratio | 3.50% | ||
Scenario Forecast [Member] | |||
Line Of Credit Facility [Line Items] | |||
Maximum consolidated leverage ratio | 3.25% | ||
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% | ||
One-Month LIBOR [Member] | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
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% | ||
Credit Agreement [Member] | |||
Line Of Credit Facility [Line Items] | |||
Unused credit availability under credit facility | $ 60,800 | $ 82,300 | |
Revolving Credit Loan [Member] | |||
Line Of Credit Facility [Line Items] | |||
Repayments on revolving credit lines | 9,200 | ||
Revolving Credit Loan | 27,700 | 18,500 | |
Letters of Credit [Member] | |||
Line Of Credit Facility [Line Items] | |||
Aggregate principal amount outstanding under the credit facilities | 7,600 | $ 11,000 | |
Bank Guarantees [Member] | |||
Line Of Credit Facility [Line Items] | |||
Bank guarantee issuance under bilateral lines and collateral | 50,000 | ||
Revolving Credit Loan | 17,200 | ||
Netherlands Facility [Member] | Euro-Denominated Bank Guarantee [Member] | |||
Line Of Credit Facility [Line Items] | |||
Revolving Credit Loan | $ 3,400 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Jul. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 16, 2017 |
Class of Stock [Line Items] | |||||
Number of stock option granted | 1,215,000 | ||||
Share-based compensation expense | $ 1,800,000 | $ 2,700,000 | $ 3,100,000 | ||
Tax benefit related to stock based compensation expense | $ 300,000 | 400,000 | 500,000 | ||
Discount from market price | 15.00% | ||||
Employees offering dates intervals | 6 months | ||||
Number of shares authorized in employee stock purchase plan | 1.3 | ||||
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 | $ 20,000 | 60,000 | 90,000 | ||
Estimated weighted-average fair value of stock options granted | $ 1.98 | ||||
Expected volatility rate | 52.50% | ||||
Expected term period | 5 years | ||||
Risk-free interest rate | 0.30% | ||||
Cash received from employee stock option exercised | $ 0 | 7,000 | 100,000 | ||
Intrinsic value of option exercised | $ 0 | $ 300,000 | $ 24,000,000,000 | ||
Chief Executive Officer [Member] | |||||
Class of Stock [Line Items] | |||||
2017 stock options or stock awards, vesting period | 4 years | ||||
Number of stock awards granted | 1.2 | ||||
Fair value of stock awards granted | $ 2.4 | ||||
2017 Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Shares available for future grant | 1,100,000 | ||||
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 | ||||
2007 Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Number of stock option granted | 0 | ||||
Employee Stock Option [Member] | 2017 Plan [Member] | |||||
Class of Stock [Line Items] | |||||
2017 stock options or stock awards, vesting period | 4 years | ||||
Restricted Stock Units [Member] | Chief Executive Officer [Member] | |||||
Class of Stock [Line Items] | |||||
2017 stock options or stock awards, vesting period | 4 years | ||||
Number of stock awards granted | 94,000 | ||||
Fair value of stock awards granted | $ 0.6 | ||||
Restricted Stock and Performance Units [Member] | |||||
Class of Stock [Line Items] | |||||
Unrecognized compensation expense related to stock options and restricted stock | $ 6,000,000 | ||||
Weighted average vesting period | 2 years 8 months 12 days |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||||
Beginning balance of outstanding shares | 410 | 507 | 655 | |
Forfeitures, Shares | (71) | (31) | (132) | |
Granted, Shares | 1,215 | |||
Exercised, Shares | (66) | (16) | ||
Ending balance of outstanding, shares | 1,554 | 410 | 507 | 655 |
Exercisable, Shares | 330 | 355 | 402 | |
Beginning Balance of Outstanding Weighted Average Exercise Price | $ 11.45 | $ 10.43 | $ 10.53 | |
Forfeitures, Weighted Average Exercise Price | 10.86 | 6.84 | 11.53 | |
Granted, Weighted Average Exercise Price | 11.06 | |||
Exercised, Weighted Average Exercise Price | 4.10 | 5.55 | ||
Ending Balance of Outstanding Weighted Average Exercise Price | 11.17 | 11.45 | 10.43 | $ 10.53 |
Exercisable, Weighted Average Exercise Price | $ 11.66 | $ 12.08 | $ 10.52 | |
Outstanding, Weighted Average Remaining Contractual Term | 5 years 9 months 18 days | 4 years 8 months 12 days | 5 years 2 months 12 days | 6 years |
Exercisable, Weighted Average Remaining Contractual Term | 3 years | 4 years 7 months 6 days | 4 years 7 months 6 days | |
Outstanding, Aggregate Intrinsic Value | $ 195 | $ 32 | $ 186 | |
Exercisable, Aggregate Intrinsic Value | $ 6 | $ 29 | $ 186 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | |||
Beginning balance , Nonvested shares | 1,321 | 1,251 | 554 |
Granted , Nonvested shares | 648 | 464 | 963 |
Vested , Nonvested shares | (284) | (310) | (217) |
Forfeited , Nonvested shares | (638) | (84) | (49) |
Ending balance , Nonvested shares | 1,047 | 1,321 | 1,251 |
Beginning balance ,Weighted average grant date fair value | $ 6.80 | $ 6.30 | $ 9.75 |
Fair value of stock awards granted | 5.64 | 7.50 | 5.21 |
Vested , Weighted average grant date fair value | 7.60 | 7.24 | 9.50 |
Forfeited , Weighted average grant date fair value | 5.91 | 6.36 | 9.80 |
Ending balance , Weighted average grant date fair value | $ 6 | $ 6.80 | $ 6.30 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Change in projected benefit obligation: | |||
Interest cost | $ 1,034 | $ 1,303 | $ 1,190 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 27,099 | ||
Fair value of plan assets at end of year | 28,545 | 27,099 | |
Funded status at end of year | $ 9,700 | $ 8,800 | $ 8,800 |
Weighted-average assumptions used to determine benefit obligations for the year ended December 31: | |||
Discount rate | 2.95% | 4.05% | 3.35% |
Pension Benefits [Member] | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | $ 35,985 | $ 32,998 | $ 36,327 |
Interest cost | 1,034 | 1,303 | 1,190 |
Actuarial loss (gain) | 3,323 | 3,704 | (2,629) |
Benefits paid | (2,070) | (2,020) | (1,890) |
Projected benefit obligation at end of year | 38,272 | 35,985 | 32,998 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 27,099 | 24,197 | 26,836 |
Actual return (loss) on plan assets | 1,629 | 4,431 | (1,388) |
Employer contribution | 1,887 | 491 | 639 |
Benefits paid | (2,070) | (2,020) | (1,890) |
Fair value of plan assets at end of year | 28,545 | 27,099 | 24,197 |
Funded status at end of year | $ (9,727) | $ (8,886) | $ (8,801) |
Weighted-average assumptions used to determine benefit obligations for the year ended December 31: | |||
Discount rate | 2.10% | 2.95% | 4.05% |
Pension and Employee Benefit _4
Pension and Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Funded status at end of year | $ 9,700,000 | $ 8,800,000 | $ 8,800,000 |
Net loss | $ 3,287,000 | $ 527,000 | $ 271,000 |
Current Assets Mix percentage | 100.00% | 100.00% | |
Assumed average annual returns | 6.00% | 5.35% | 5.75% |
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 | 1,000,000 | $ 1,700,000 | $ 1,400,000 |
Aggregate matching contributions and discretionary contributions Amount | $ 1,600,000 | 1,700,000 | 1,700,000 |
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 [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | Between 65 and less than 80 percent | ||
Red Zone [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | Less than 65 percent | ||
Green Zone [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Plans Funded Status Description | At least 80 percent | ||
Pension Plan [Member] | |||
Defined Benefit And Contribution Plan Disclosure [Line Items] | |||
Funded status at end of year | $ (9,727,000) | $ (8,886,000) | $ (8,801,000) |
Estimated pension plan cash obligations payable in 2021 | 2,200,000 | ||
Estimated pension plan cash obligations payable in 2022 | 2,200,000 | ||
Estimated pension plan cash obligations payable in 2023 | 2,200,000 | ||
Estimated pension plan cash obligations payable in 2024 | 2,200,000 | ||
Estimated pension plan cash obligations payable in 2025 | 2,200,000 | ||
Estimated pension plan cash obligations payable in 2026 through 2029 | $ 10,300,000 | ||
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 _5
Pension and Employee Benefit Plans - Schedule of Net Periodic Benefit Cost For Pension Benefits Included in the Accompanying Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |||
Interest cost | $ 1,034 | $ 1,303 | $ 1,190 |
Expected return on plan assets | (1,594) | (1,254) | (1,511) |
Amortization of net loss | 266 | 263 | 238 |
Net periodic benefit (income) cost | $ (294) | $ 312 | $ (83) |
Pension and Employee Benefit _6
Pension and Employee Benefit Plans - Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |||
Net loss | $ 3,287 | $ 527 | $ 271 |
Amortization of net actuarial gain | (266) | (263) | (238) |
Total recognized in other comprehensive income (loss) | 3,021 | 264 | 33 |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ 2,727 | $ 576 | $ (50) |
Pension and Employee Benefit _7
Pension and Employee Benefit Plans - Weighted-average Assumptions Used to Determine Net Periodic Benefit Cost (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |||
Discount rate | 2.95% | 4.05% | 3.35% |
Expected return on assets | 6.00% | 5.35% | 5.75% |
Pension and Employee Benefit _8
Pension and Employee Benefit Plans - Details of Defined Benefit Pension Plan Asset Allocation by Asset Category (Detail) | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 6.00% | 2.00% |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 70.00% | |
Percentage of Plan Assets | 66.00% | 73.00% |
Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 30.00% | |
Percentage of Plan Assets | 27.00% | 25.00% |
Pension and Employee Benefit _9
Pension and Employee Benefit Plans - Disclosure of Fair Value Measurements of Pension Plan Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | $ 28,545 | $ 27,099 |
Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 18,987 | 19,702 |
Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 7,574 | 6,819 |
Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 28,545 | 27,099 |
Level 1 [Member] | Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 18,987 | 19,702 |
Level 1 [Member] | Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 7,574 | 6,819 |
Cash and cash equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | 1,984 | 578 |
Cash and cash equivalents [Member] | Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Pension assets, at fair value | $ 1,984 | $ 578 |
Pension and Employee Benefit_10
Pension and Employee Benefit Plans - Summary of Pension Fund General Information (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 13-2566064 |
Sheet Metal Workers' National Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 52-6112463 |
Plan Number | 001 |
Pension Protection Act Zone Status | Yellow |
FIF/RP Status Pending/Implemented | Implemented |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | Various |
Sheet Metal Workers Local Two Two Four Pension Plan [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 31-6171353 |
Plan Number | 001 |
Pension Protection Act Zone Status | Yellow |
FIF/RP Status Pending/Implemented | Implemented |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | May 31, 2022 |
Sheet Metal Workers Local One Seven Seven Pension Fund [Member] | |
Multiemployer Plans [Line Items] | |
EIN/Pension Number | 62-6093256 |
Plan Number | 001 |
Pension Protection Act Zone Status | Green |
FIF/RP Status Pending/Implemented | NA |
Surcharge Imposed | No |
Expiration of Collective Bargaining Agreement | April 30, 2023 |
Leases - Schedule of components
Leases - Schedule of components of lease expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,450 | $ 3,612 |
Finance lease cost: | ||
Amortization of right-of-use assets | 308 | 309 |
Interest on lease liability | (338) | (360) |
Total finance lease cost | 646 | 669 |
Total lease cost | $ 4,096 | $ 4,281 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 3,338 | $ 3,453 |
Operating cash flows from finance leases | 338 | 360 |
Financing cash flows from finance leases | 467 | 478 |
Operating leases | $ 545 | $ 3,547 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating leases | ||
Right-of-use assets from operating leases | $ 11,376 | $ 13,607 |
Operating lease liabilities, current | $ 2,274 | $ 2,610 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesMember | us-gaap:AccountsPayableAndAccruedLiabilitiesMember |
Operating lease liabilities | $ 9,310 | $ 11,116 |
Total operating lease liabilities | 11,584 | 13,726 |
Finance leases | ||
Finance leases right of use asset | $ 2,947 | $ 3,255 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentMember | us-gaap:PropertyPlantAndEquipmentMember |
Finance lease liabilities, current | $ 557 | $ 516 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesMember | us-gaap:AccountsPayableAndAccruedLiabilitiesMember |
Finance lease liabilities, non-current | $ 6,783 | $ 7,340 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesMember | us-gaap:OtherLiabilitiesMember |
Total finance lease liabilities | $ 7,340 | $ 7,856 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rate (Detail) | Dec. 31, 2020 |
Weighted-average remaining lease term as of December 31, 2020 were as follows: | |
Operating leases | 12 years |
Finance leases | 11 years |
Weighted-average discount rate | |
Operating leases | 5.00% |
Finance leases | 4.50% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating leases | ||
2021 | $ 2,872 | |
2022 | 2,222 | |
2023 | 2,035 | |
2024 | 1,876 | |
2025 | 1,605 | |
Thereafter | 3,221 | |
Total minimum lease payments | 13,831 | |
Less imputed interest | (2,247) | |
Lease liability | 11,584 | $ 13,726 |
Finance leases | ||
2021 | 872 | |
2022 | 889 | |
2023 | 907 | |
2024 | 925 | |
2025 | 943 | |
Thereafter | 4,541 | |
Total minimum lease payments | 9,077 | |
Less imputed interest | (1,737) | |
Lease liability | $ 7,340 | $ 7,856 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | 228 Months Ended | |
Dec. 31, 2020USD ($)Case | Dec. 31, 2020USD ($)Case | Dec. 31, 2019Case | |
Commitments And Contingencies Disclosure [Abstract] | |||
Cumulative settlement payments for cases involving asbestos-related claims | $ | $ 3,100,000 | ||
Cumulative settlement payments made for cases involving asbestos-related claims with all legal fees other than corporate counsel expenses | $ | 2,900,000 | ||
Average cost per settled claim excluding legal fees | $ | $ 34,000 | $ 34,000 | |
Number of claims pending | 200 | 200 | 209 |
Number of new cases filed | 77 | ||
Number of cases dismissed | 81 | ||
Number of cases settled | 5 | ||
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 - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | |||
Domestic | $ 3,495 | $ 11,565 | $ 6,230 |
Foreign | 8,349 | 1,779 | (3,733) |
Income before income taxes | $ 11,844 | $ 13,344 | $ 2,497 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
Liability for deferred taxes on undistributed foreign earnings | $ 0.9 | ||
Other information pertaining to income taxes | Federal net operating losses of $0.1 million will expire in 2037 | ||
State and local net operating loss carry forwards year start | 2021 | ||
State and local net operating loss carry forwards year end | 2040 | ||
Valuation reserve | $ 6 | $ 5.8 | |
Additional income tax expense (benefit) | $ (0.2) | 0.2 | $ 1.5 |
Income tax positions recognized, minimum percentage | 50.00% | ||
Expense for interest and penalties | $ 0 | $ 0.1 | |
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | 0.6 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | 49.4 | ||
Overseas Jurisdictions [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carry forward | $ 10.3 | ||
State and Foreign Authorities [Member] | |||
Income Taxes [Line Items] | |||
Open tax years | 2015 2016 2017 2018 2019 2020 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ (239) | $ (4,526) | $ 5,166 |
State | 241 | (616) | 1,660 |
Foreign | 2,632 | 1,719 | 2,834 |
Current Income Tax Expense (Benefit), Total | 2,634 | (3,423) | 9,660 |
Deferred: | |||
Federal | 1,638 | (604) | 1,144 |
State | 313 | (220) | 56 |
Foreign | (913) | (116) | (1,242) |
Deferred income tax expense (benefit) | 1,038 | (940) | (42) |
Income tax provision from continuing operations | $ 3,672 | $ (4,363) | $ 9,618 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at statutory rate | $ 2,487 | $ 2,802 | $ 524 |
Increase (decrease) in tax resulting from: | |||
State income tax, net of federal benefit | 503 | (707) | 1,337 |
Change in uncertain tax position reserves | (115) | (236) | 73 |
Permanent differences related to divestitures | (4,201) | 7,048 | |
Other permanent differences | 601 | (842) | 693 |
Impact of rate differences and adjustments | 101 | 884 | 57 |
United States tax credits and incentives | 153 | (2,124) | (354) |
Foreign tax credits and incentives | (794) | (1,386) | (1,088) |
Change in valuation allowance | (218) | 198 | 1,521 |
Net deemed distribution on repatriation of foreign earnings | (1,713) | ||
Foreign withholding taxes on repatriation of foreign earnings | 242 | 646 | 666 |
Earnout expense (income) | 293 | (69) | |
Investment in joint venture | (1,341) | ||
Net effect GILTI and FDII | 1,598 | 399 | (172) |
Other | 162 | 204 | 1,095 |
Income tax provision from continuing operations | $ 3,672 | $ (4,363) | $ 9,618 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Gross deferred tax assets: | ||
Accrued expenses | $ 731 | $ 1,167 |
Reserves on assets | 1,777 | 1,566 |
Share-based compensation awards | 334 | 410 |
Minimum pension | 2,188 | 1,946 |
Net operating loss carry-forwards | 3,531 | 3,141 |
Tax credit carry-forwards | 2,518 | 2,940 |
Investment in joint venture | 1,505 | |
Other | 645 | 371 |
Depreciation | 140 | |
Leases | 2,556 | 2,999 |
Valuation allowances | (5,965) | (5,810) |
Total Deferred Tax Assets | 9,820 | 8,870 |
Gross deferred tax liabilities: | ||
Depreciation | (1,159) | |
Goodwill and intangibles | (11,565) | (9,855) |
Prepaid expenses and inventory | (438) | (554) |
Withholding tax on unremitted foreign earnings | (871) | (646) |
Leases | (2,602) | (3,010) |
Revenue recognition | (155) | (748) |
Total Deferred Tax Liabilities | (16,790) | (14,813) |
Net deferred tax liabilities | $ (6,970) | $ (5,943) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | ||
Balance as of January 1 | $ 254 | $ 939 |
Additions for tax positions taken in prior years | 2 | 4 |
Reductions of tax positions taken in prior years | (117) | (240) |
Reductions for settlements on tax positions of prior years | (449) | |
Balance as of December 31 | $ 139 | $ 254 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consulting Services [Member] | Related Party One [Member] | |||
Related Party Transaction [Line Items] | |||
Rent and other expenses paid | $ 0.1 | $ 0.2 | $ 0.2 |
Acquisitions and Joint Ventur_3
Acquisitions and Joint Ventures - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 04, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2020 |
Business Acquisition Contingent Consideration [Line Items] | |||||
Acquisition of equity | 100.00% | ||||
Contingent consideration | $ 10,300 | ||||
Fair value | $ 600 | ||||
Increase in estimated fair value of earnout | $ 1,700 | ||||
Amortizationand earout expenses | 1,200 | ||||
EIS revenue | 8,100 | ||||
Net revenue | (800) | ||||
Assets Current | 183,485 | $ 179,498 | |||
Liabilities | 215,703 | 215,620 | |||
Pre tax loss | 11,844 | $ 13,344 | $ 2,497 | ||
Joint Venture Agreement | Joint Venture Agreement | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Percentage of equity hold in joint venture | 70.00% | ||||
Voting interest in joint venture | 50.00% | ||||
Non controlling equity interest | 30.00% | ||||
Net assets acquired | $ 1,000 | ||||
Assets Current | 6,400 | ||||
Long-Lived Assets | 8,900 | ||||
Liabilities | 7,600 | ||||
Revenues | 7,700 | ||||
Pre tax loss | (200) | ||||
Customer Lists [Member] | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Acquired intangible assets | 4,200 | ||||
Tradename [Member] | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Acquired intangible assets | $ 600 | ||||
Intangible assets, Useful Life | 10 years | ||||
Customer Lists and Tradename [Member] | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Intangible assets, Useful Life | 10 years |
Acquisitions and Joint Ventur_4
Acquisitions and Joint Ventures - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Jul. 31, 2020 | Jun. 04, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 161,820 | $ 152,020 | $ 152,156 | ||
Mader Holdings L.P. | Joint Venture Agreement | |||||
Business Acquisition [Line Items] | |||||
Current assets | $ 2,040 | ||||
Property and equipment | 103 | ||||
Goodwill | 2,085 | ||||
Total assets acquired | 4,515 | ||||
Current liabilities assumed | (515) | ||||
Deferred income tax asset | 287 | ||||
Other liabilities | (500) | ||||
Long term debt | (2,508) | ||||
Fair value of 30% noncontrolling equity interest in Mader | $ 992 | ||||
Environmental Integrated Solutions [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | $ 6,416 | ||||
Property and equipment | 26 | ||||
Other assets | 44 | ||||
Goodwill | 7,022 | ||||
Intangible - finite life | 4,840 | ||||
Total assets acquired | 18,348 | ||||
Current liabilities assumed | (6,514) | ||||
Deferred income tax liability | (920) | ||||
Net assets acquired | $ 10,914 |
Acquisitions and Joint Ventur_5
Acquisitions and Joint Ventures - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - USD ($) $ in Thousands | Jul. 31, 2020 | Jun. 04, 2020 |
Mader Holdings L.P. | Joint Venture Agreement | ||
Business Acquisition [Line Items] | ||
Cash, Current assets | $ 229 | |
Environmental Integrated Solutions [Member] | ||
Business Acquisition [Line Items] | ||
Cash, Current assets | $ 4,212 |
Acquisitions and Joint Ventur_6
Acquisitions and Joint Ventures - Schedule of Unaudited Pro Forma Financial Information (Details) - Environmental Integrated Solutions and Mader Holdings L.P. [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Net sales | $ 329,801 | $ 368,027 |
Net income attributable to CECO Environmental Corp | $ 9,728 | $ 26,980 |
Income (loss) per share: | ||
Basic | $ 0.28 | $ 0.77 |
Diluted | $ 0.27 | $ 0.76 |
Divestitures - Additional Infor
Divestitures - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 27, 2018 | Mar. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on disposal | $ (70) | $ (4,390) | ||||
Income tax expense (benefit) | $ 3,672 | (4,363) | $ 9,618 | |||
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 | |||||
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 | |||||
Income tax expense (benefit) | $ 4,400 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 35.00% | 30.00% | 33.00% |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 11.70% | ||
Long lived assets located outside country | $ 25.4 | ||
Asia [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales outside country, percentage | 11.40% | ||
Outside United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets located outside country | $ 29 | $ 16.9 | |
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 from Operation by Business Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 316,011 | $ 341,869 | $ 337,339 | |
Income from operations | 13,346 | 17,990 | 10,002 | |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | [1] | (28,044) | (27,133) | (32,833) |
Energy Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 205,494 | 210,319 | 211,185 | |
Income from operations | 34,170 | 33,886 | 28,797 | |
Industrial Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 74,697 | 91,347 | 80,699 | |
Income from operations | 2,183 | 5,679 | 6,308 | |
Fluid Handling Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 35,820 | 40,203 | 45,455 | |
Income from operations | $ 5,037 | $ 5,558 | $ 7,730 | |
[1] | Includes corporate compensation, professional services, information technology, acquisition and integration expenses, and other general, administrative corporate expenses and loss on divestitures. |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Property and equipment additions | $ 3,945 | $ 5,655 | $ 3,090 |
Depreciation and amortization | 9,921 | 10,609 | 13,272 |
Identifiable assets | 419,314 | 408,637 | |
Energy Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 550 | 434 | 205 |
Depreciation and amortization | 4,957 | 6,084 | 8,112 |
Identifiable assets | 270,573 | 254,752 | |
Industrial Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 371 | 402 | 756 |
Depreciation and amortization | 1,589 | 1,320 | 1,067 |
Identifiable assets | 69,465 | 64,725 | |
Fluid Handling Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 978 | 3,239 | 1,226 |
Depreciation and amortization | 2,610 | 2,795 | 3,517 |
Identifiable assets | 65,739 | 71,572 | |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment additions | 2,046 | 1,580 | 903 |
Depreciation and amortization | 765 | 410 | $ 576 |
Identifiable assets | $ 13,537 | $ 17,588 |
Business Segment Information _4
Business Segment Information - Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 161,820 | $ 152,020 | $ 152,156 |
Energy Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 99,785 | 97,007 | 97,143 |
Industrial Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 30,458 | 23,436 | 23,436 |
Fluid Handling Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 31,577 | $ 31,577 | $ 31,577 |
Business Segment Information _5
Business Segment Information - Intra-Segment and Inter-Segment Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 316,011 | $ 341,869 | $ 337,339 |
Energy Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 205,494 | 210,319 | 211,185 |
Industrial Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 74,697 | 91,347 | 80,699 |
Fluid Handling Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 35,820 | 40,203 | 45,455 |
Intra - Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (24,984) | (16,228) | (12,479) |
Intra - Segment Sales [Member] | Energy Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (11,333) | (6,650) | (7,912) |
Intra - Segment Sales [Member] | Industrial Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (12,749) | (8,278) | (3,084) |
Intra - Segment Sales [Member] | Fluid Handling Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (902) | (1,300) | (1,483) |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 343,745 | 360,445 | 352,319 |
Operating Segments [Member] | Energy Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 218,290 | 217,359 | 220,334 |
Operating Segments [Member] | Industrial Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 88,694 | 101,369 | 84,424 |
Operating Segments [Member] | Fluid Handling Solutions Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 36,761 | 41,717 | 47,561 |
Inter-segment Elimination [Member] | Industrial Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (764) | (604) | (1,848) |
Inter-segment Elimination [Member] | Energy Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,232) | (1,677) | (607) |
Inter-segment Elimination [Member] | Fluid Handling Filtration Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (754) | (67) | (46) |
Inter-segment Elimination [Member] | Energy Solutions Segment [Member] | Industrial Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (725) | (390) | (1,232) |
Inter-segment Elimination [Member] | Energy Solutions Segment [Member] | Fluid Handling Filtration Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (738) | (5) | |
Inter-segment Elimination [Member] | Industrial Solutions Segment [Member] | Energy Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,232) | (1,677) | (600) |
Inter-segment Elimination [Member] | Industrial Solutions Segment [Member] | Fluid Handling Filtration Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (16) | (67) | (41) |
Inter-segment Elimination [Member] | Fluid Handling Solutions Segment [Member] | Industrial Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ (39) | $ (214) | (616) |
Inter-segment Elimination [Member] | Fluid Handling Solutions Segment [Member] | Energy Inter-Segment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ (7) |