Acquisitions and Joint Ventures (Tables)
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9 Months Ended |
Sep. 30, 2023 |
General Rubber LLC [Member] |
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Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing.
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(in thousands) |
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Current assets (including cash of $137 and accounts receivable, net of $2,043) |
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$ |
4,963 |
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Property and equipment |
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|
459 |
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Intangible - finite life |
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|
8,380 |
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Goodwill |
|
|
11,120 |
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Total assets acquired |
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|
24,922 |
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Current liabilities assumed |
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|
(714 |
) |
Deferred income tax liability |
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|
(388 |
) |
Net assets acquired |
|
$ |
23,820 |
|
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Schedule of Unaudited Pro Forma Financial Information |
The following unaudited pro forma financial information represents the Company’s results of operations as if these acquisitions had occurred at the beginning of the fiscal year prior to the acquisition:
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Three months ended September 30, |
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Nine months ended September 30, |
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(in thousands, except per share data) |
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2023 |
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2022 |
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2023 |
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2022 |
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Net sales |
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$ |
153,443 |
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|
|
121,567 |
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$ |
404,819 |
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$ |
349,803 |
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Net income attributable to CECO Environmental Corp. |
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|
3,732 |
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|
2,477 |
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|
9,536 |
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|
10,898 |
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Earnings per share: |
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Basic |
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$ |
0.11 |
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$ |
0.07 |
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$ |
0.28 |
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$ |
0.31 |
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Diluted |
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$ |
0.11 |
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$ |
0.07 |
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$ |
0.27 |
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$ |
0.31 |
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Kemco Systems Co Llc [Member] |
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Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing.
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(in thousands) |
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Current assets (including accounts receivable, net of $2,328) |
|
$ |
8,902 |
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Property and equipment |
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|
341 |
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Right-of-use assets from operating leases |
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|
1,602 |
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Intangible - finite life |
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|
11,610 |
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Goodwill |
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|
11,005 |
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Other assets |
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|
16 |
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Total assets acquired |
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|
33,476 |
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Current liabilities assumed |
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(6,853 |
) |
Other liabilities assumed |
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(404 |
) |
Net assets acquired |
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$ |
26,219 |
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The Company acquired technology, customer lists and tradename intangible assets valued at $1.4 million, $8.7 million and $1.5 million, respectively. These assets were determined to have useful lives of 7, 10 and 10 years, respectively.
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Compass Water Solutions, Inc [Member] |
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Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing.
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(in thousands) |
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Current assets (including cash of $334 and accounts receivable, net of $1,254) |
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$ |
4,796 |
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Property and equipment |
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|
101 |
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Intangible - finite life |
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|
4,900 |
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Goodwill |
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|
4,848 |
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Total assets acquired |
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|
14,645 |
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Current liabilities assumed |
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|
(623 |
) |
Deferred income tax liability |
|
|
(1,627 |
) |
Net assets acquired |
|
$ |
12,395 |
|
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Malvar Engineering Limited [Member] |
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Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing.
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(in thousands) |
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Current assets (including accounts receivable, net of $2,467) |
|
$ |
3,240 |
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Property and equipment |
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|
635 |
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Intangible - finite life |
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|
1,778 |
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Goodwill |
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|
4,779 |
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Total assets acquired |
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|
10,432 |
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Current liabilities assumed |
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(4,860 |
) |
Deferred income tax liability |
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|
(444 |
) |
Net assets acquired |
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$ |
5,128 |
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Western Air Ducts Ltd [Member] |
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Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing.
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(in thousands) |
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Current assets (including cash of $1,557 and accounts receivable, net of $936) |
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$ |
2,711 |
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Property and equipment |
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|
188 |
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Intangible - finite life |
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|
3,158 |
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Goodwill |
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|
7,344 |
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Total assets acquired |
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|
13,401 |
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Current liabilities assumed |
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(1,127 |
) |
Deferred income tax liability |
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|
(824 |
) |
Net assets acquired |
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$ |
11,450 |
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Transcend Solution [Member] |
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Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing.
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(in thousands) |
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Current assets (including cash of $52 and accounts receivable, net of $1,493) |
|
$ |
2,614 |
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Property and equipment |
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|
1,153 |
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Intangible - finite life |
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|
8,930 |
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Goodwill |
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|
10,671 |
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Other assets |
|
|
231 |
|
Total assets acquired |
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|
23,599 |
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Current liabilities assumed |
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|
(1,203 |
) |
Net assets acquired |
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$ |
22,396 |
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DS21 Co., Ltd. |
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Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing.
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(in thousands) |
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|
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Current assets (including cash of $1,453 and accounts receivable, net of $575) |
|
$ |
5,099 |
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Property and equipment |
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|
4,112 |
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Intangible - finite life |
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|
422 |
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Deferred income taxes |
|
|
557 |
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Other assets |
|
|
169 |
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Total assets acquired |
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|
10,359 |
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Current liabilities assumed |
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|
(1,008 |
) |
Other liabilities |
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|
(113 |
) |
Net assets acquired |
|
$ |
9,238 |
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