XML 31 R21.htm IDEA: XBRL DOCUMENT
v3.22.1

Acquisitions | 3 Months Ended
--- | ---
Mar. 31, 2022
Business Combinations [Abstract] |
Acquisitions | 14. Acquisitions General Rubber LLC On March 7, 2022, the Company, through the EFM JV, acquired 100% of the equity interests of GRC for $19.7 million in cash, which was financed with a combination of a draw on the Company's revolving credit facility and issuance of term debt by the EFM JV (see Note 7). As additional consideration, the former owners were issued 10% of the equity interest in the EFM JV. The preliminary fair value ascribed to the equity interest was approximately $5.0 million. As of March 31, 2022, there were $11.6 million in current assets, $29.8 million in long-lived assets, and $30.9 million in total liabilities related to the EFM JV included in our Condensed Consolidated Balance Sheets. GRC engineers and manufactures non-metallic expansion joints and flow control products including rubber expansion joints, ducting expansion joints, and industrial pinch and duck bill valves, serving the industrial water and wastewater markets. The acquisition diversifies and expands our EFM JV product offerings within our Engineered Systems segment. 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 $137) |  | $ | 4,308 |
Property and equipment |  |  | 459 |
Goodwill |  |  | 20,667 |
Total assets acquired |  |  | 25,434 |
Current liabilities assumed |  |  | (714 | )
Net assets acquired |  | $ | 24,720 |
The approximate fair values of the assets acquired and liabilities assumed related to the acquisition 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 valuation of assets acquired and liabilities assumed. These 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. 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. Acquisition and integration expenses on the Condensed Consolidated Statements of Income are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. During the three months ended March 31, 2022, GRC accounted for $0.7 million in revenue and $0.3 million of net income included in the Company’s results. The following unaudited pro forma financial information represents the Company's results of operations as if GRC acquisition had occurred on January 1, 2021:
|  | Three months ended March 31, |
(table in thousands, except per share data) |  | 2022 |  |  | 2021 |
Net sales |  | $ | 94,575 |  |  | $ | 75,215 |
Net income attributable to CECO Environmental Corp. |  |  | 3,066 |  |  |  | 1,594 |
Earnings per share: |  |  |  |  |  |
Basic |  | $ | 0.09 |  |  | $ | 0.05 |
Diluted |  | $ | 0.09 |  |  | $ | 0.04 |
The pro forma results have been prepared for informational purposes only and include adjustments to 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 the results of operations that may occur in the future.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration