0000003197false00000031972024-10-292024-10-29

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2024

CECO ENVIRONMENTAL CORP.

(Exact Name of registrant as specified in its charter)

Delaware

000-7099

13-2566064

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5080 Spectrum Drive

East Tower, Suite 800E

Addison, Texas

75001

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 357-6181

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CECO

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02. Results of Operations and Financial Condition.

On October 29, 2024, CECO Environmental Corp. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 2.02, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number

Exhibit Title

 

 

99.1

 

104

 

 

 

 

Press Release, CECO Environmental Reports Third Quarter 2024 Results

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: October 29, 2024

 

CECO Environmental Corp.

 

 

 

 

 

 

By:

/s/ Kiril Kovachev

 

 

 

Kiril Kovachev

 

 

 

Chief Accounting Officer

 


img161054807_0.jpg
 

CECO ENVIRONMENTAL REPORTS THIRD QUARTER 2024 RESULTS

Company Produces Record Q3 Bookings and Highest-Ever Backlog

Q3 Revenue and Income Impacted by Customer-Driven Project Delays

Announced the Acquisition of Profire Energy (Nasdaq: PFIE) for $125 Million

Completed Acquisition of WK, in Early October

Updates FY24 Guidance and Introduces 2025 Outlook

 

DALLAS (October 29, 2024) -- CECO Environmental Corp. (Nasdaq: CECO) ("CECO"), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment, and industrial equipment, today reported its financial results for the third quarter of 2024. In addition, CECO, announces it has completed the acquisition of WK, an Industrial Air company headquartered in Germany, in early October. Additionally, the Company announced the acquisition of Profire Energy, Inc. (NASDAQ: PFIE) ("Profire"), a leader in burner management technology and combustion control systems that provide mission-critical combustion automation and control solutions and services to improve environmental efficiency, safety and reliability for industrial thermal applications globally.

Third Quarter Summary(1)

Orders of $162.3 million, up 12 percent
Backlog of $437.5 million
Revenue of $135.5 million, down 9 percent
Gross profit of $45.3 million, up 5 percent; Gross margin of 33.4 percent, up 460 basis points
Net income of $2.1 million, down 36 percent; non-GAAP net income of $5.2 million, down 32 percent
GAAP EPS (diluted) of $0.06; non-GAAP EPS (diluted) of $0.14, down 36 percent
Adjusted EBITDA of $14.3 million, down 5 percent
Free cash flow of $11.1 million, down $17.4 million

Subsequent to the Quarter

Completes the acquisition of WK in early October
Announces the acquisition of Profire; expected to close by January 2025

 

(1) All comparisons are versus the comparable prior year period, unless otherwise stated.

Reconciliations of GAAP (reported) to non-GAAP measures are in the attached financial tables.

 

Todd Gleason, CECO's Chief Executive Officer commented, “While our third quarter produced very strong orders and a new record backlog, we were disappointed that we fell short of the anticipated quarterly revenue and income outlook as a handful of customer-driven delays in larger projects could not be overcome by continued progress with margin expansion and other actions. These delayed projects are expected to begin activity over the coming months and the impact is reflected in our updated full year 2024 and newly introduced full year 2025 outlook. We are excited to have been awarded several large energy transition and general industrial orders in the quarter and we anticipate this trend to continue as we are forecasting a very strong fourth quarter bookings period.”

Third quarter operating income was $7.2 million, down $0.7 million or 9 percent when compared to $7.9 million in the third quarter 2023. On an adjusted basis, non-GAAP operating income was $11.0 million, down $1.8 million or 14 percent when compared to $12.8 million in the third quarter of 2023. Net income was $2.1 million in the quarter, down $1.2 million or 36 percent when compared to $3.3 million in the third quarter of 2023. Non-GAAP net income was $5.2 million, down $2.4 million or 32 percent when compared to $7.6 million in the third quarter of 2023. Adjusted EBITDA of $14.3 million, reflecting a margin of 10.6 percent, was down 5 percent compared to $15.1 million in the third quarter of 2023. Free cash flow in the quarter was $11.1 million, down $17.4 million compared to $28.5 million in the third quarter of 2023.

Completes Acquisition of WK

CECO today announced that in early October it completed the acquisition of Germany-based WK – a leading industrial air business with well-established global customers and a strong Asia-Pacific presence, based out of Singapore. WK designs, engineers and supplies


a broad range of cutting-edge technical equipment and systems for process and environmental and surface technology applications, as well as innovative sustainable solutions. This acquisition strengthens CECO's footprint and capabilities within the industrial processing solutions segment and further advances the Company's Industrial Air and leadership positions. WK is expected to deliver full year 2024 sales of approximately $15 million with the potential for high-teen EBITDA margins.

"I would like to welcome the WK organization to our portfolio of leading industrial air solutions businesses," said Mr. Gleason. "Together we will advance our joint capabilities to better serve global customers while penetrating markets with solutions and services from across our diverse enterprise."

Announces Acquisition of Profire Energy, Inc. (Nasdaq: PFIE)

"I am excited that today we announced the acquisition of Profire in an all-cash transaction that we expect will close in January 2025. Profire expects to generate approximately $60 million in revenues with adjusted EBITDA margins of approximately 20 percent in the full year 2024. With an installed base approaching 100,000 burner management systems and a growing industrial market product offering, we look forward to accelerating their global market expansion and introducing their high-efficiency solutions to more customers in the industrial air and water markets. We are confident the increased scale and combined corporate organizations will generate meaningful efficiencies and synergies. The addition of Profire is another important step in our ongoing execution of programmatic M&A and we expect it will further advance our position as the leading environmental solutions provider in industrial markets,” added Mr. Gleason.

Updates 2024 Full Year Guidance

The Company updated its 2024 full year revenue guidance to reflect revenue between $575 and $600 million, up approximately 10 percent year over year at the midpoint of the range, and adjusted EBITDA between $65 to $70 million, up approximately 17 percent year over year, at the midpoint of the range. The updated expected full year guidance compares to the previous outlook for revenues of between $600 to $620 million and adjusted EBITDA of between $68 to $72 million. The Company expects 2024 full year bookings guidance to reflect a book to bill rate of or in excess of 1.2x, up from a previous range of 1.05x to 1.1x. The Company maintains its full year outlook for free cash flow of 50% to 70% of adjusted EBITDA.

“Our updated full year 2024 guidance essentially mirrors the initial outlook we provided as we entered 2024. As previously mentioned, unfortunately, the customer-driven delays associated with a handful of larger projects impacted our ability to hit the raised guidance we issued mid-year. This is the first time we have reduced guidance in company history, and although this is disappointing for our short-term results, we remain very pleased with our bookings, margin expansion progress and overall execution. Additionally, the revenue and associated income from the 2024 project delays slide into upcoming quarters, so we remain focused on an execution and controlling factors we can influence,” said Mr. Gleason.

Introduces 2025 Full Year Guidance

The Company introduced its 2025 full year guidance to reflect revenue between $700 and $750 million, up approximately 25 percent at the midpoint of the range, and adjusted EBITDA between $90 and $100 million, up approximately 40% at the midpoint of the range. The Company expects full year free cash flow of between 50% to 70% of adjusted EBITDA.

Mr. Gleason concluded, "Our full year 2025 outlook reflects the visibility we have with our record backlog and strong year-to-date and upcoming bookings as well as the positive impacts from acquisitions including the pending acquisition of Profire and the previously mentioned 2024 pushouts. We continue to drive an aggressive operating model that supports strong organic growth, coupled with steady margin expansion and additions from accretive and strategic acquisitions."

 


EARNINGS CONFERENCE CALL


A conference call is scheduled for today at 8:30 a.m. ET to discuss the third quarter 2024 financial results. Please visit the Investor Relations portion of the website (https://investors.cecoenviro.com) to listen to the call via webcast. The conference call may also be accessed by visiting https://edge.media-server.com/mmc/p/4ui844vi.

A replay of the conference call will be available on the Company’s website for a period of one year. The replay may also be accessed by visiting https://edge.media-server.com/mmc/p/4ui844vi.


ABOUT CECO ENVIRONMENTAL

CECO Environmental is a leading environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally providing innovative solutions and application expertise. CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. CECO solutions improve air and water quality, optimize emissions management, and increase energy efficiency for highly-engineered applications in power generation, midstream and downstream hydrocarbon processing and transport, electric vehicle production, polysilicon fabrication, semiconductor and electronics, battery production and recycling, specialty metals and steel production, beverage can, and water/wastewater treatment and a wide range of other industrial end markets. CECO is listed on Nasdaq under the ticker symbol "CECO." Incorporated in 1966, CECO’s global headquarters is in Dallas, Texas. For more information, please visit www.cecoenviro.com.

Company Contact:

Peter Johansson

Chief Financial and Strategy Officer
888-990-6670

investor.relations@onececo.com

Investor Relations Contact:

Steven Hooser and Jean Marie Young

Three Part Advisors, LLC

214-872-2710

investor.relations@onececo.com

 

# # #

 

 

 

 


CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

(unaudited)
September 30, 2024

 

 

December 31, 2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

38,700

 

 

$

54,779

 

Restricted cash

 

 

226

 

 

 

669

 

Accounts receivable, net of allowances of $7,214 and $6,460

 

 

100,111

 

 

 

112,733

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

68,500

 

 

 

66,574

 

Inventories, net

 

 

37,760

 

 

 

34,089

 

Prepaid expenses and other current assets

 

 

27,143

 

 

 

11,769

 

Prepaid income taxes

 

 

3,826

 

 

 

824

 

Total current assets

 

 

276,266

 

 

 

281,437

 

Property, plant and equipment, net

 

 

32,306

 

 

 

26,237

 

Right-of-use assets from operating leases

 

 

24,690

 

 

 

16,256

 

Goodwill

 

 

220,026

 

 

 

211,326

 

Intangible assets – finite life, net

 

 

51,547

 

 

 

50,461

 

Intangible assets – indefinite life

 

 

9,598

 

 

 

9,570

 

Deferred income taxes

 

 

287

 

 

 

304

 

Deferred charges and other assets

 

 

6,792

 

 

 

4,700

 

Total assets

 

$

621,512

 

 

$

600,291

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of debt

 

$

10,580

 

 

$

10,488

 

Accounts payable

 

 

92,316

 

 

 

87,691

 

Accrued expenses

 

 

43,762

 

 

 

44,301

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

64,801

 

 

 

56,899

 

Notes payable

 

 

1,700

 

 

 

2,500

 

Income taxes payable

 

 

 

 

 

1,227

 

Total current liabilities

 

 

213,159

 

 

 

203,106

 

Other liabilities

 

 

10,336

 

 

 

12,644

 

Debt, less current portion

 

 

122,818

 

 

 

126,795

 

Deferred income tax liability, net

 

 

9,622

 

 

 

8,838

 

Operating lease liabilities

 

 

19,696

 

 

 

11,417

 

Total liabilities

 

 

375,631

 

 

 

362,800

 

Commitments and contingencies (See Note 14)

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Preferred stock, $.01 par value; 10,000 shares authorized, none issued

 

 

 

 

 

 

 Common stock, $.01 par value; 100,000,000 shares authorized, 34,979,018 and
34,835,293 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

 

 

349

 

 

 

348

 

Capital in excess of par value

 

 

253,590

 

 

 

254,956

 

Retained earnings (accumulated loss)

 

 

1,692

 

 

 

(6,387

)

Accumulated other comprehensive loss

 

 

(14,374

)

 

 

(16,274

)

Total CECO shareholders' equity

 

 

241,257

 

 

 

232,643

 

Noncontrolling interest

 

 

4,624

 

 

 

4,848

 

Total shareholders' equity

 

 

245,881

 

 

 

237,491

 

Total liabilities and shareholders' equity

 

$

621,512

 

 

$

600,291

 

 

 


CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except share and per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

 

$

135,513

 

 

$

149,390

 

 

$

399,367

 

 

$

391,134

 

Cost of sales

 

 

90,247

 

 

 

106,269

 

 

 

259,921

 

 

 

273,303

 

Gross profit

 

 

45,266

 

 

 

43,121

 

 

 

139,446

 

 

 

117,831

 

Selling and administrative expenses

 

 

34,262

 

 

 

30,439

 

 

 

105,636

 

 

 

86,082

 

Amortization and earnout expenses

 

 

2,617

 

 

 

1,968

 

 

 

7,036

 

 

 

5,988

 

Acquisition and integration expenses

 

 

1,210

 

 

 

1,386

 

 

 

1,876

 

 

 

2,210

 

Executive transition expenses

 

 

 

 

 

1,258

 

 

 

 

 

 

1,417

 

Restructuring expenses

 

 

(10

)

 

 

217

 

 

 

544

 

 

 

217

 

Asbestos litigation expenses

 

 

 

 

 

 

 

 

225

 

 

 

 

Income from operations

 

 

7,187

 

 

 

7,853

 

 

 

24,129

 

 

 

21,917

 

Other expense, net

 

 

(398

)

 

 

(216

)

 

 

(2,589

)

 

 

(670

)

Interest expense

 

 

(2,648

)

 

 

(3,340

)

 

 

(9,315

)

 

 

(9,498

)

Income before income taxes

 

 

4,141

 

 

 

4,297

 

 

 

12,225

 

 

 

11,749

 

Income tax expense

 

 

1,602

 

 

 

585

 

 

 

2,664

 

 

 

1,577

 

Net income

 

 

2,539

 

 

 

3,712

 

 

 

9,561

 

 

 

10,172

 

Noncontrolling interest

 

 

(453

)

 

 

(382

)

 

 

(1,482

)

 

 

(1,140

)

Net income attributable to CECO Environmental Corp.

 

$

2,086

 

 

$

3,330

 

 

$

8,079

 

 

$

9,032

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.06

 

 

$

0.10

 

 

$

0.23

 

 

$

0.26

 

Diluted

 

$

0.06

 

 

$

0.09

 

 

$

0.22

 

 

$

0.26

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34,966,625

 

 

 

34,771,742

 

 

 

34,910,165

 

 

 

34,612,163

 

Diluted

 

 

36,488,788

 

 

 

35,301,429

 

 

 

36,322,690

 

 

 

35,215,843

 

 


CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine months ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

9,561

 

 

$

10,172

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

10,536

 

 

 

8,769

 

Unrealized foreign currency gain (loss)

 

 

201

 

 

 

(138

)

Fair value adjustment to earnout liabilities

 

 

400

 

 

 

296

 

Gain on sale of property and equipment

 

 

135

 

 

 

43

 

Debt discount amortization

 

 

357

 

 

 

271

 

Share-based compensation expense

 

 

5,790

 

 

 

3,096

 

Bad debt expense

 

 

404

 

 

 

154

 

Inventory reserve expense

 

 

850

 

 

 

526

 

Other

 

 

77

 

 

 

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Accounts receivable

 

 

9,653

 

 

 

(25,961

)

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

(1,498

)

 

 

6,006

 

Inventories

 

 

(4,305

)

 

 

(10,395

)

Prepaid expense and other current assets

 

 

(18,059

)

 

 

(8,228

)

Deferred charges and other assets

 

 

(2,755

)

 

 

(268

)

Accounts payable

 

 

15,387

 

 

 

21,162

 

Accrued expenses

 

 

(550

)

 

 

7,868

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

7,286

 

 

 

19,330

 

Income taxes payable

 

 

(1,140

)

 

 

261

 

Other liabilities

 

 

(9,330

)

 

 

(3,473

)

Net cash provided by operating activities

 

 

23,000

 

 

 

29,491

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisitions of property and equipment

 

 

(11,237

)

 

 

(5,511

)

Net cash paid for acquisitions

 

 

(14,954

)

 

 

(48,102

)

Net cash used in investing activities

 

 

(26,191

)

 

 

(53,613

)

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings on revolving credit lines

 

 

58,400

 

 

 

94,200

 

Repayments on revolving credit lines

 

 

(54,800

)

 

 

(63,200

)

Repayments of long-term debt

 

 

(7,843

)

 

 

(2,478

)

Payments on finance leases and financing liability

 

 

(692

)

 

 

(680

)

Deferred consideration paid for acquisitions

 

 

(2,050

)

 

 

(1,247

)

Earnout payments

 

 

(1,672

)

 

 

(1,496

)

Proceeds from employee stock purchase plan and exercise of stock options

 

 

846

 

 

 

1,435

 

Noncontrolling interest distributions

 

 

(1,707

)

 

 

(1,364

)

Common stock repurchased

 

 

(5,000

)

 

 

 

Net cash (used in) provided by financing activities

 

 

(14,518

)

 

 

25,170

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

1,187

 

 

 

703

 

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

(16,522

)

 

 

1,751

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

55,448

 

 

 

46,585

 

Cash, cash equivalents and restricted cash at end of period

 

$

38,926

 

 

$

48,336

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

9,714

 

 

$

8,531

 

Income taxes

 

$

6,779

 

 

$

8,633

 

 


CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in millions, except ratios)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating income as reported in accordance with GAAP

 

$

7.2

 

 

$

7.9

 

 

$

24.1

 

 

$

21.9

 

Operating margin in accordance with GAAP

 

 

5.3

%

 

 

5.3

%

 

 

6.0

%

 

 

5.6

%

Amortization and earnout expenses

 

 

2.6

 

 

 

2.0

 

 

 

7.1

 

 

 

6.0

 

Acquisition and integration expenses

 

 

1.2

 

 

 

1.4

 

 

 

1.9

 

 

 

2.2

 

Restructuring expenses

 

 

 

 

 

0.2

 

 

 

0.5

 

 

 

0.2

 

Executive transition expenses

 

 

 

 

 

1.3

 

 

 

 

 

 

1.4

 

Asbestos litigation expenses

 

 

 

 

 

 

 

 

0.2

 

 

 

 

Non-GAAP operating income

 

$

11.0

 

 

$

12.8

 

 

$

33.8

 

 

$

31.7

 

Non-GAAP operating margin

 

 

8.1

%

 

 

8.6

%

 

 

8.5

%

 

 

8.1

%

 

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in millions, except share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income as reported in accordance with GAAP

 

$

2.1

 

 

$

3.3

 

 

$

8.1

 

 

$

9.0

 

Amortization and earnout expenses

 

 

2.6

 

 

 

2.0

 

 

 

7.1

 

 

 

6.0

 

Acquisition and integration expenses

 

 

1.2

 

 

 

1.4

 

 

 

1.9

 

 

 

2.2

 

Restructuring expenses

 

 

 

 

 

0.2

 

 

 

0.5

 

 

 

0.2

 

Executive transition expense

 

 

 

 

 

1.3

 

 

 

 

 

 

1.4

 

Asbestos litigation expense

 

 

 

 

 

 

 

 

0.2

 

 

 

-

 

Foreign currency remeasurement

 

 

0.3

 

 

 

0.8

 

 

 

1.8

 

 

 

(0.1

)

Tax (benefit) expense of adjustments

 

 

(1.0

)

 

 

(1.4

)

 

 

(2.8

)

 

 

(2.4

)

Non-GAAP net income

 

$

5.2

 

 

$

7.6

 

 

$

16.8

 

 

$

16.3

 

Depreciation

 

 

1.4

 

 

 

1.2

 

 

 

4.0

 

 

 

3.5

 

Non-cash stock compensation

 

 

1.9

 

 

 

1.1

 

 

 

5.8

 

 

 

3.1

 

Other expense, net

 

 

0.1

 

 

 

(0.6

)

 

 

0.8

 

 

 

0.8

 

Interest expense

 

 

2.6

 

 

 

3.3

 

 

 

9.3

 

 

 

9.5

 

Income tax expense

 

 

2.6

 

 

 

2.0

 

 

 

5.6

 

 

 

4.0

 

Noncontrolling interest

 

 

0.5

 

 

 

0.4

 

 

 

1.5

 

 

 

1.2

 

Adjusted EBITDA

 

$

14.3

 

 

$

15.0

 

 

$

43.8

 

 

$

38.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.06

 

 

$

0.09

 

 

$

0.23

 

 

$

0.26

 

Diluted

 

$

0.06

 

 

$

0.10

 

 

$

0.22

 

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

 

$

0.22

 

 

$

0.48

 

 

$

0.47

 

Diluted

 

$

0.14

 

 

$

0.22

 

 

$

0.46

 

 

$

0.46

 

 

 

 

Three months ended September 30,

 

 

 

Nine months ended September 30,

 

 

(in millions)

2024

 

 

2023

 

 

 

2024

 

 

2023

 

 

Net cash provided by operating activities

$

15.1

 

 

$

30.1

 

 

 

$

23.0

 

 

$

29.5

 

 

Acquisitions of property and equipment

 

(4.0

)

 

 

(1.6

)

 

 

 

(11.2

)

 

 

(5.5

)

 

Free cash flow

$

11.1

 

 

$

28.5

 

 

 

$

11.8

 

 

$

24.0

 

 

 


NOTE REGARDING NON-GAAP FINANCIAL MEASURES

CECO is providing certain non-GAAP historical financial measures as presented above as we believe that these figures are helpful in allowing individuals to better assess the ongoing nature of CECO’s core operations. A "non-GAAP financial measure" is a numerical measure of a company's historical financial performance that excludes amounts that are included in the most directly comparable measure calculated and presented in accordance with GAAP.

Non-GAAP operating income, non-GAAP net income, non-GAAP operating margin, non-GAAP earnings per basic and diluted share, adjusted EBITDA and free cash flow, as we present them in the financial data included in this press release, have been adjusted to exclude the effects of amortization expenses for acquisition-related intangible assets, contingent retention and earnout expenses, restructuring expenses primarily relating to severance and legal expenses, acquisition and integration expenses which include retention, legal, accounting, banking, and other expenses, foreign currency remeasurement and other nonrecurring or infrequent items and the associated tax benefit of these items. Management believes that these items are not necessarily indicative of the Company’s ongoing operations and their exclusion provides individuals with additional information to better compare the Company's results over multiple periods. Management utilizes this information to evaluate its ongoing financial performance. Our financial statements may continue to be affected by items similar to those excluded in the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP financial measures should not be construed as an inference that all such costs are unusual or infrequent.

Non-GAAP operating income, non-GAAP net income, non-GAAP operating margin, non-GAAP earnings per basic and diluted share, adjusted EBITDA and free cash flow are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of CECO’s results as reported under GAAP. Additionally, CECO cautions investors that non-GAAP financial measures used by the Company may not be comparable to similarly titled measures of other companies.

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, non-GAAP operating income, non-GAAP net income, non-GAAP operating margin, non-GAAP earnings per basic and diluted share, adjusted EBITDA and free cash flow stated in the tables above are reconciled to the most directly comparable GAAP financial measures.

 

Non-GAAP measures presented on a forward-looking basis were not reconciled to the comparable GAAP financial measures because the reconciliation could not be performed without unreasonable efforts. The GAAP measures are not accessible on a forward-looking basis because we are currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures for these periods but would not impact the non-GAAP measures. Such items may include amortization expenses for acquisition-related intangible assets, contingent retention and earnout expenses, restructuring expenses primarily relating to severance and legal expenses, acquisition and integration expenses which include retention, legal, accounting, banking, and other expenses, foreign currency remeasurement and other nonrecurring or infrequent items and the associated tax benefit of these items. The unavailable information could have a significant impact on our GAAP financial results.

 


SAFE HARBOR

Any statements contained in this Press Release, other than statements of historical fact, including statements about management’s beliefs and expectations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. We use words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “will,” “plan,” “should” and similar expressions to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Potential risks and uncertainties, among others, that could cause actual results to differ materially are discussed under “Part I – Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and may be included in subsequently filed Quarterly Reports on Form 10-Q, and include, but are not limited to: the parties’ ability to complete the proposed Profire transactions in the anticipated timeframe or at all, the occurrence of any event, change or other circumstance that could give rise to the termination of the Profire transaction agreement between the parties, the effect of the announcement or pendency of the proposed Profire transaction on business relationships, operating results, and business generally, disruption of current plans and operations and potential difficulties in employee retention as a result of the proposed Profire transaction, diversion of management’s attention from ongoing business operations as a result of the Profire transaction, the outcome of any legal proceedings that may be instituted related to the proposed Profire transaction, the amount of the costs, fees, expenses and other charges related to the proposed Profire transaction, the risk that competing offers or acquisition proposals will be made, the achievement of the anticipated benefits of the Profire transaction, the ability of Profire to achieve its 2024 earnings guidance, our ability to successfully integrate acquired businesses and realize the synergies from acquisitions, the sensitivity of our business to economic and financial market conditions generally and economic conditions in our service areas; dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for revenue; the effect of growth on our infrastructure, resources, and existing sales; the ability to expand operations in both new and existing markets; the potential for contract delay or cancellation as a result of on-going or worsening supply chain challenges; liabilities arising from faulty services or products that could result in significant professional or product liability, warranty, or other claims; changes in or developments with respect to any litigation or investigation; failure to meet timely completion or performance standards that could result in higher cost and reduced profits or, in some cases, losses on projects; the potential for fluctuations in prices for manufactured components and raw materials, including as a result of tariffs and surcharges, and rising energy costs; inflationary pressures relating to rising raw material costs and the cost of labor; the substantial amount of debt incurred in connection with our strategic transactions and our ability to repay or refinance it or incur additional debt in the future; the impact of federal, state or local government regulations; our ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any; our ability to successfully realize the expected benefits of our restructuring program; our ability to successfully identify acquisition targets, integrate acquired businesses and realize the synergies from strategic transactions; and the unpredictability and severity of catastrophic events, including cyber security threats, acts of terrorism or outbreak of war or hostilities or public health crises, as well as management’s response to any of the aforementioned factors. Many of these risks are beyond management’s ability to control or predict. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. Investors are cautioned not to place undue reliance on such forward-looking statements as they speak only to our views as of the date the statement is made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.


v3.24.3
Document and Entity Information
Oct. 29, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Entity Registrant Name CECO ENVIRONMENTAL CORP.
Document Period End Date Oct. 29, 2024
Entity Central Index Key 0000003197
Entity File Number 000-7099
Entity Incorporation State Country Code DE
Entity Tax Identification Number 13-2566064
Entity Address, Address Line One 5080 Spectrum Drive
Entity Address, Address Line Two East Tower
Entity Address, Address Line Three Suite 800E
Entity Address, City or Town Addison
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75001
City Area Code 214
Local Phone Number 357-6181
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol CECO
Security Exchange Name NASDAQ

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