false000000319700000031972025-02-252025-02-25

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): February 25, 2025

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 February 25, 2025, CECO Environmental Corp. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 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 Fourth Quarter and Full Year 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: February 25, 2025

 

CECO Environmental Corp.

 

 

 

 

 

 

By:

/s/ Kiril Kovachev

 

 

 

Kiril Kovachev

 

 

 

Chief Accounting Officer

 


img161054807_0.jpg
 

CECO ENVIRONMENTAL REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS

Record Bookings in the Quarter of $219M Elevated Year-End Backlog to a Record $541M

Reaffirms 2025 Full Year Outlook

ADDISON, TX (February 25, 2025) -- 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 fourth quarter and full year of 2024.

Highlights for the Quarter(1)

Orders of $218.9 million, up 71 percent
Backlog of $540.9 million, up 46 percent
Revenue of $158.6 million, up 3 percent
Gross profit of $56.7 million, up 7 percent; Gross margin of 35.8 percent, up 120 basis points
Net income of $4.9 million, up 26 percent; non-GAAP net income of $9.9 million, down 2 percent
GAAP EPS (diluted) of $0.13, up 18 percent; non-GAAP EPS (diluted) of $0.27, down 4 percent
Adjusted EBITDA of $19.0 million, down 2 percent
Free cash flow of ($4.4) million, down $16.6 million

 

Highlights for the Year(1)

Orders of $667.3 million, up 14 percent
Revenue of $557.9 million, up 2 percent
Gross profit of $196.1 million, up 15 percent; Gross margin of 35.2 percent, up 380 basis points
Net income of $13.0 million, up 1 percent; non-GAAP net income of $26.7 million
GAAP EPS (diluted) of $0.36, down 3 percent; non-GAAP EPS (diluted) of $0.73, down 2 percent
Adjusted EBITDA of $62.8 million, up 9 percent
Free cash flow of $7.4 million, down 80 percent
Completed three acquisitions (EnviroCare International, WK Group, and Verantis Environmental Solutions Group), advancing our Industrial Air market leadership

 

(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 we acknowledge mixed results in 2024 driven by customer project and market related order delays, we are energized by our fourth quarter record orders bookings of $219 million, which provides incredible momentum moving into 2025. The steady progress we continue to make on expanding margins and upgrading our portfolio through organic and inorganic investments will help us maximize the tremendous opportunities that exist in key growth markets we serve such as power generation, reshoring of industrial manufacturing, global infrastructure and data center expansion.”

Fourth quarter operating income was $11.3 million, down $1.4 million or 11 percent when compared to $12.7 million in the fourth quarter 2023. On an adjusted basis, non-GAAP operating income was $15.6 million, down $0.7 million or 4 percent when compared to $16.3 million in the fourth quarter of 2023. Net income was $4.9 million in the quarter, up $1.0 million or 26 percent when compared to $3.9 million in the fourth quarter of 2023. Non-GAAP net income was $9.9 million, down $0.2 million or 2 percent when compared to $10.1 million in the fourth quarter of 2023. Adjusted EBITDA of $19.0 million, reflecting a margin of 12.0 percent, was down 2 percent compared to $19.4 million in the fourth quarter of 2023. Free cash flow in the quarter was $(4.4) million, down $16.6 million compared to $12.2 million in the fourth quarter of 2023.


Full year operating income was $35.4 million, up $0.8 million in the year, compared to $34.6 million in 2023. On an adjusted basis, non-GAAP operating income was $49.4 million, up $1.3 million in the year, compared to $48.1 million in 2023. Net income was $13.0 million in the year, compared to $12.9 million in 2023. Non-GAAP net income was $26.7 million, compared to $26.6 million in 2023. Adjusted EBITDA of $62.8 million, reflecting a margin of 11.3 percent, was up 9 percent compared to $57.7 million in 2023, reflecting a margin of 10.6 percent. Free cash flow was $7.4 million, down $28.8 million compared to $36.2 million in 2023.

“Over the past six months, we have completed four strategic and accretive M&A transactions – including the Profire Energy acquisition in early January 2025. Each of our acquisitions adds important new growth markets, technologies and solutions, and service capabilities to further advance our niche, industrial leadership positions and improve our overall business mix, while improving our margin profile. In addition, we upgraded our credit facility, which now includes a $400 million Revolver, along with capacity for $150 million in additional unsecured debt, and we expect to finalize the sale of our Fluid Handling business in late Q1 2025. Our core businesses remain robust – evident by our record backlog – and we continue to add tremendous talent to our team and our experienced leadership bench,” added Gleason.


2025 Full Year Guidance

The Company maintains its previously announced full year 2025 outlook which includes expected Revenue of $700 to $750 million, up approximately 30 percent at the midpoint year over year, and Adjusted EBITDA of $90 to $100 million, up approximately 50 percent at the midpoint versus 2024. The Company expects 2025 free cash flow to be between 60 and 75 percent of Adjusted EBITDA, approximately 10 percentage points higher than standard cash flow guidance, given expected working capital timing. The full year guidance incorporates the net impact of completed acquisitions and the expected late-Q1 divestiture of the Fluid Handling business.

“Our full year 2025 outlook reflects the strong visibility we have with our record backlog, strong bookings, 2024 related project push outs, and the impact from our acquisitions. So far in early 2025, we are experiencing a continuation of the strong power generation, data center, general industrial and natural gas infrastructure markets that drove our strong Q4 orders. Our early 2025 working capital performance – specifically receivables – is very strong as we have collected significant cash payments that pushed out of 2024 by just a few weeks. The integrations associated with our recent acquisitions are on-or-ahead of schedule, and we continue to open international sales and service centers to support our global footprint. We expect to deliver an outstanding 2025, affirmed by our full year guidance, as we progress our operating model supported by strong organic growth, coupled with steady margin expansion,” concluded Gleason.

 


EARNINGS CONFERENCE CALL


A conference call is scheduled for today at 8:30 a.m. ET to discuss the fourth quarter and full year 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/wr6yr8ri.

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/wr6yr8ri.


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 Addison, 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.
CONSOLIDATED BALANCE SHEETS

 

 

December 31,

 

(dollars in thousands, except share data)

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

37,832

 

 

$

54,779

 

Restricted cash

 

 

369

 

 

 

669

 

Accounts receivable, net of allowances of $8,863 and $6,460

 

 

159,572

 

 

 

112,733

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

69,889

 

 

 

66,574

 

Inventories, net

 

 

42,624

 

 

 

34,089

 

Prepaid expenses and other current assets

 

 

16,859

 

 

 

11,769

 

Prepaid income taxes

 

 

3,826

 

 

 

824

 

Total current assets

 

 

330,971

 

 

 

281,437

 

Property, plant and equipment, net

 

 

33,810

 

 

 

26,237

 

Right-of-use assets from operating leases

 

 

25,102

 

 

 

16,256

 

Goodwill

 

 

269,747

 

 

 

211,326

 

Intangible assets – finite life, net

 

 

74,050

 

 

 

50,461

 

Intangible assets – indefinite life

 

 

9,466

 

 

 

9,570

 

Deferred income tax assets

 

 

966

 

 

 

304

 

Deferred charges and other assets

 

 

15,587

 

 

 

4,700

 

Total assets

 

$

759,699

 

 

$

600,291

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of debt

 

$

1,650

 

 

$

10,488

 

Accounts payable

 

 

109,671

 

 

 

87,691

 

Accrued expenses

 

 

47,528

 

 

 

44,301

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

81,501

 

 

 

56,899

 

Notes payable

 

 

1,700

 

 

 

2,500

 

Income taxes payable

 

 

2,612

 

 

 

1,227

 

Total current liabilities

 

 

244,662

 

 

 

203,106

 

Other liabilities

 

 

14,362

 

 

 

12,644

 

Debt, less current portion

 

 

217,230

 

 

 

126,795

 

Deferred income tax liabilities

 

 

11,322

 

 

 

8,838

 

Operating lease liabilities

 

 

20,230

 

 

 

11,417

 

Total liabilities

 

 

507,806

 

 

 

362,800

 

Commitments and contingencies (See Note 12)

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock, $.01 par value; 100,000,000 shares authorized, 34,978,009 and
    34,835,293 shares issued and outstanding at December 31, 2024
  and 2023, respectively

 

 

349

 

 

 

348

 

Capital in excess of par value

 

 

255,211

 

 

 

254,956

 

Retained earnings (accumulated loss)

 

 

6,570

 

 

 

(6,387

)

Accumulated other comprehensive loss

 

 

(14,441

)

 

 

(16,274

)

Total CECO shareholders’ equity

 

 

247,689

 

 

 

232,643

 

Noncontrolling interest

 

 

4,204

 

 

 

4,848

 

Total shareholders' equity

 

 

251,893

 

 

 

237,491

 

Total liabilities and shareholders’ equity

 

$

759,699

 

 

$

600,291

 

 

 


CECO ENVIRONMENTAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

 

 

Three months ended December 31,

 

 

Year ended December 31,

 

(in thousands, except share and per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

 

$

158,566

 

 

$

153,711

 

 

$

557,933

 

 

$

544,845

 

Cost of sales

 

 

101,865

 

 

 

100,526

 

 

 

361,786

 

 

 

373,829

 

Gross profit

 

 

56,701

 

 

 

53,185

 

 

 

196,147

 

 

 

171,016

 

Selling and administrative expenses

 

 

41,062

 

 

 

36,862

 

 

 

146,698

 

 

 

122,944

 

Amortization and earnout expenses

 

 

2,028

 

 

 

2,192

 

 

 

9,064

 

 

 

8,180

 

Acquisition and integration expenses

 

 

2,337

 

 

 

298

 

 

 

4,213

 

 

 

2,508

 

Executive transition expenses

 

 

 

 

 

48

 

 

 

 

 

 

1,465

 

Restructuring expenses

 

 

 

 

 

1,133

 

 

 

544

 

 

 

1,350

 

Asbestos litigation expenses

 

 

 

 

 

 

 

 

225

 

 

 

 

Income from operations

 

 

11,274

 

 

 

12,652

 

 

 

35,403

 

 

 

34,569

 

Other (expense) income, net

 

 

(2,103

)

 

 

1,042

 

 

 

(4,692

)

 

 

372

 

Interest expense

 

 

(3,705

)

 

 

(3,918

)

 

 

(13,020

)

 

 

(13,416

)

Income before income taxes

 

 

5,466

 

 

 

9,776

 

 

 

17,691

 

 

 

21,525

 

Income tax expense

 

 

606

 

 

 

5,447

 

 

 

3,270

 

 

 

7,024

 

Net income

 

 

4,860

 

 

 

4,329

 

 

 

14,421

 

 

 

14,501

 

Noncontrolling interest

 

 

18

 

 

 

(450

)

 

 

(1,464

)

 

 

(1,590

)

Net income attributable to CECO Environmental Corp.

 

$

4,878

 

 

$

3,879

 

 

$

12,957

 

 

$

12,911

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.14

 

 

$

0.11

 

 

$

0.37

 

 

$

0.37

 

Diluted

 

$

0.13

 

 

$

0.11

 

 

$

0.36

 

 

$

0.37

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34,978,382

 

 

 

34,823,663

 

 

 

34,927,313

 

 

 

34,665,473

 

Diluted

 

 

36,559,198

 

 

 

35,687,092

 

 

 

36,381,910

 

 

 

35,334,090

 

 


CECO ENVIRONMENTAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Year ended December 31,

 

 

(dollars in thousands)

 

2024

 

 

2023

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

14,421

 

 

$

14,501

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

14,523

 

 

 

12,507

 

 

Unrealized foreign currency loss (gain)

 

 

2,664

 

 

 

(1,041

)

 

Fair value adjustments to earnout liabilities

 

 

134

 

 

 

296

 

 

Earnout payments

 

 

 

 

 

 

 

Loss on sale of property and equipment

 

 

191

 

 

 

110

 

 

Amortization of debt discount

 

 

498

 

 

 

427

 

 

Share-based compensation expense

 

 

7,514

 

 

 

4,533

 

 

Bad debt expense

 

 

295

 

 

 

1,593

 

 

Inventory reserve expense

 

 

1,056

 

 

 

1,099

 

 

Deferred income tax benefit

 

 

(3,606

)

 

 

(118

)

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

Accounts receivable

 

 

(52,355

)

 

 

(26,851

)

 

Cost and estimated earnings of billings on uncompleted contracts

 

 

(4,149

)

 

 

5,040

 

 

Inventories

 

 

(9,814

)

 

 

(6,896

)

 

Prepaid expenses and other current assets

 

 

(8,347

)

 

 

1,196

 

 

Deferred charges and other assets

 

 

(12,736

)

 

 

(1,420

)

 

Accounts payable

 

 

36,181

 

 

 

13,852

 

 

Accrued expenses

 

 

7,119

 

 

 

8,340

 

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

24,923

 

 

 

21,575

 

 

Income taxes payable

 

 

1,425

 

 

 

(1,976

)

 

Other liabilities

 

 

4,891

 

 

 

(2,120

)

 

Net cash provided by operating activities

 

 

24,828

 

 

 

44,647

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Acquisitions of property and equipment

 

 

(17,368

)

 

 

(8,384

)

 

Net proceeds from sale of assets

 

 

4

 

 

 

 

 

Cash paid for acquisitions, net of cash acquired

 

 

(87,948

)

 

 

(48,102

)

 

Net cash used in investing activities

 

 

(105,312

)

 

 

(56,486

)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Borrowings on revolving credit lines

 

 

309,300

 

 

 

106,600

 

 

Repayments on revolving credit lines

 

 

(112,400

)

 

 

(150,600

)

 

Borrowings of long-term debt

 

 

 

 

 

75,000

 

 

Repayments of long-term debt

 

 

(113,982

)

 

 

(4,985

)

 

Repayments of notes payable

 

 

 

 

 

 

 

Deferred financing fees paid

 

 

(1,924

)

 

 

(363

)

 

Deferred consideration paid for acquisitions

 

 

(2,050

)

 

 

(1,247

)

 

Payments on capital leases and sale-leaseback financing liability

 

 

(925

)

 

 

(907

)

 

Earnout payments

 

 

(2,831

)

 

 

(2,123

)

 

Equity awards surrendered by employees for tax liability, net of proceeds from employee stock purchase plan and exercise of stock options

 

 

(2,169

)

 

 

1,435

 

 

Distributions to non-controlling interest

 

 

(2,109

)

 

 

(1,666

)

 

Common stock repurchases

 

 

(5,000

)

 

 

 

 

Net cash provided by financing activities

 

 

65,910

 

 

 

21,144

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(2,673

)

 

 

(442

)

 

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

 

 

(17,247

)

 

 

8,863

 

 

Cash, cash equivalents and restricted cash at beginning of year

 

 

55,448

 

 

 

46,585

 

 

Cash, cash equivalents and restricted cash at end of year

 

$

38,201

 

 

$

55,448

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Interest

 

$

13,335

 

 

$

12,098

 

 

Income taxes

 

$

9,550

 

 

$

9,916

 

 

 


CECO ENVIRONMENTAL CORP.

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

 

 

 

Year Ended December 31,

 

(dollars in millions)

 

2024

 

 

2023

 

 

2022

 

Gross profit as reported in accordance with GAAP

 

$

196.1

 

 

$

171.0

 

 

$

128.2

 

Gross profit margin in accordance with GAAP

 

 

35.1

%

 

 

31.4

%

 

 

30.3

%

Legacy design repairs

 

 

 

 

 

 

 

 

2.0

 

Plant, property and equipment valuation adjustment

 

 

 

 

 

 

 

 

0.6

 

Non-GAAP gross profit

 

$

196.1

 

 

$

171.0

 

 

$

130.8

 

Non-GAAP gross profit margin

 

 

35.1

%

 

 

31.4

%

 

 

31.0

%

 

 

 

 

Three months ended December 31,

 

 

Year ended December 31,

 

(in millions, except share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income as reported in accordance with GAAP

 

$

4.9

 

 

$

3.9

 

 

$

13.0

 

 

$

12.9

 

Amortization and earnout expenses

 

 

2.0

 

 

 

2.2

 

 

 

9.1

 

 

 

8.2

 

Acquisition and integration expenses

 

 

2.3

 

 

 

0.3

 

 

 

4.2

 

 

 

2.5

 

Executive transition expenses

 

 

(0.5

)

 

 

 

 

 

 

 

 

1.5

 

Restructuring expenses

 

 

1

 

 

 

1

 

 

 

0.5

 

 

 

1.3

 

Asbestos litigation expense

 

 

 

 

 

 

 

 

0.2

 

 

 

 

Foreign currency remeasurement

 

 

2.5

 

 

 

(1.0

)

 

 

4.3

 

 

 

(1.0

)

Tax benefit (expense) of adjustments

 

 

(1.8

)

 

 

3.6

 

 

 

(4.6

)

 

 

1.2

 

Non-GAAP net income

 

$

9.9

 

 

$

10.1

 

 

$

26.7

 

 

$

26.6

 

Depreciation

 

 

1.8

 

 

 

1.7

 

 

 

5.8

 

 

 

5.1

 

Non-cash stock compensation

 

 

1.7

 

 

 

1.5

 

 

 

7.5

 

 

 

4.5

 

Other (income) expense

 

 

(0.4

)

 

 

(0.1

)

 

 

0.4

 

 

 

0.8

 

Interest expense

 

 

3.7

 

 

 

3.9

 

 

 

13.0

 

 

 

13.4

 

Income tax expense

 

 

2.3

 

 

 

1.8

 

 

 

7.9

 

 

 

5.7

 

Noncontrolling interest

 

 

 

 

 

0.5

 

 

 

1.5

 

 

 

1.6

 

Adjusted EBITDA

 

$

19.0

 

 

$

19.4

 

 

$

62.8

 

 

$

57.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.14

 

 

$

0.11

 

 

$

0.37

 

 

$

0.37

 

Diluted

 

$

0.13

 

 

$

0.11

 

 

$

0.36

 

 

$

0.37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.28

 

 

$

0.29

 

 

$

0.77

 

 

$

0.77

 

Diluted

 

$

0.27

 

 

$

0.28

 

 

$

0.73

 

 

$

0.75

 

 

 

 

Three months ended December 31,

 

 

 

Year ended December 31,

 

 

(in millions)

2024

 

 

2023

 

 

 

2024

 

 

2023

 

 

Net cash (used in) provided by operating activities

$

1.8

 

 

$

15.1

 

 

 

$

24.8

 

 

$

44.6

 

 

Acquisitions of property and equipment

 

(6.2

)

 

 

(2.9

)

 

 

 

(17.4

)

 

 

(8.4

)

 

Free cash flow

$

(4.4

)

 

$

12.2

 

 

 

$

7.4

 

 

$

36.2

 

 

 


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, 2024 and may be included in subsequently filed Quarterly Reports on Form 10-Q, and include, but are not limited to: our ability to consummate the planned divestiture of our Fluid Handling business, the effect of recently announced acquisitions and the planned divestiture of our Fluid Handling business (together, the “transactions”) 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 transactions, diversion of management’s attention from ongoing business operations in connection with the integration of recent acquisitions, the outcome of any legal proceedings that have been or may in the future be instituted related to the Profire Energy, Inc. transaction or other transactions, the amount of the costs, fees, expenses and other charges related to the transactions, the achievement of the anticipated benefits of transactions, our ability to successfully integrate acquired businesses and realize the synergies from acquisitions, as well as a number of factors related to our business, including the sensitivity of our business to economic and financial market conditions generally and economic conditions in CECO’s 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 or other customer-driven project delays relating to supply chain challenges or other customer considerations; 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; our ability to successfully realize the expected benefits of our restructuring program; economic and political conditions generally; our ability to optimize our business portfolio by identifying acquisition targets, executing upon any strategic acquisitions or divestitures, integrating acquired businesses and realizing the synergies from strategic transactions; and the unpredictability and severity of catastrophic events, including cybersecurity 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 any related 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.


v3.25.0.1
Document and Entity Information
Feb. 25, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Entity Registrant Name CECO ENVIRONMENTAL CORP.
Document Period End Date Feb. 25, 2025
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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