CECO 10-Q
Ceco Environmental Corp (CECO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of Incorporation or organization) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practical date:
CECO ENVIRONMENTAL CORP.
QUARTERLY REPORT ON FORM 10-Q
For the quarter ended June 30, 2026
Table of Contents
1
CECO ENVIRONMENTAL CORP.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except per share data) |
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June 30, 2026 |
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December 31, 2025 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net of allowances of $ |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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Inventories |
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Prepaid expenses and other current assets |
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Prepaid income taxes |
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Total current assets |
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Property, plant and equipment, net |
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Right-of-use assets from operating leases |
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Goodwill |
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Intangible assets – finite life, net |
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Intangible assets – indefinite life |
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Deferred income taxes |
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Deferred charges and other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of debt |
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$ |
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$ |
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Accounts payable |
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Accrued expenses |
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Billings in excess of costs and estimated earnings on uncompleted contracts |
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Income taxes payable |
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Total current liabilities |
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Other liabilities |
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Debt, less current portion |
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Deferred income tax liability, net |
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Operating lease liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Capital in excess of par value |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Total CECO shareholders' equity |
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Noncontrolling interest |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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The notes to the condensed consolidated financial statements are an integral part of the above statements.
2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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Three months ended June 30, |
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Six months ended June 30, |
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(in thousands, except share and per share data) |
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2026 |
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2025 |
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2026 |
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2025 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling and administrative expense |
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Amortization expense |
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Acquisition and integration expense |
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Gain on sale of Global Pump Solutions business |
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( |
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Other operating expense (income) |
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( |
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( |
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Loss (income) from operations |
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( |
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( |
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Other loss (income) |
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( |
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( |
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Interest expense |
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(Loss) income before income taxes |
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( |
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( |
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Income tax (benefit) expense |
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( |
) |
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( |
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Net (loss) income |
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( |
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( |
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Noncontrolling interest |
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Net (loss) income attributable to CECO Environmental Corp. |
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$ |
( |
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$ |
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$ |
( |
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$ |
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(Loss) earnings per share: |
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Basic |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Diluted |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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The notes to the condensed consolidated financial statements are an integral part of the above statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(unaudited)
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Three months ended June 30, |
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Six months ended June 30, |
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(in thousands) |
2026 |
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2025 |
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2026 |
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2025 |
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Net (loss) income |
$ |
( |
) |
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$ |
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$ |
( |
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$ |
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Other comprehensive (loss) income, net of tax: |
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Foreign currency translation (loss) gain |
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( |
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( |
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Comprehensive (loss) income |
$ |
( |
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$ |
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$ |
( |
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$ |
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The notes to the condensed consolidated financial statements are an integral part of the above statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(unaudited)
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Common Stock |
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Capital in |
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Retained |
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Accumulated |
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Non-controlling |
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Total |
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Shares |
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Amount |
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par value |
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Earnings |
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Loss |
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interest |
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Equity |
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Balance December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Net (loss) income |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Restricted stock units issued |
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— |
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( |
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— |
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— |
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— |
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( |
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Share based compensation earned |
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— |
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— |
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— |
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Translation loss |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Noncontrolling interest distributions |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Net (loss) income |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Restricted stock units issued |
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— |
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( |
) |
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— |
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— |
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( |
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Issuance of common stock in connection with business combinations |
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— |
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— |
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— |
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Share based compensation earned |
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— |
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— |
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— |
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— |
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— |
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Translation loss |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balance June 30, 2026 |
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( |
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Common Stock |
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Capital in |
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Retained |
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Accumulated |
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Non-controlling |
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Total |
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Shares |
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Amount |
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par value |
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Earnings |
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Loss |
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interest |
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Equity |
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Balance December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Restricted stock units issued |
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( |
) |
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— |
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— |
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— |
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( |
) |
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Share based compensation earned |
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— |
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— |
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— |
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— |
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Translation gain |
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- |
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— |
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— |
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— |
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— |
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Noncontrolling interest distributions |
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- |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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— |
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— |
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— |
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Restricted stock units issued |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
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Share based compensation earned |
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— |
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— |
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— |
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— |
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— |
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Translation gain |
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— |
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— |
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— |
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— |
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— |
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Noncontrolling interest distributions |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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The notes to the condensed consolidated financial statements are an integral part of the above statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
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Six months ended June 30, |
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(in thousands) |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net (loss) income |
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$ |
( |
) |
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$ |
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Adjustments to reconcile net (loss) income to net cash used in operating activities: |
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Depreciation and amortization |
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Unrealized foreign currency loss (gain) |
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( |
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Intangible asset impairment |
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Inventory fair value adjustment |
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Gain on sale of Global Pump Solutions business |
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( |
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Fair value adjustment to earnout liabilities |
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( |
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(Gain) loss on sale of property and equipment |
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( |
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Debt discount amortization |
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Share-based compensation expense |
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(Recovery) allowance for credit loss |
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( |
) |
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Inventory obsolescence expense |
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Deferred income tax benefit |
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Changes in operating assets and liabilities, net of acquisitions and divestiture: |
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Accounts receivable |
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( |
) |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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( |
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Inventories |
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( |
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( |
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Prepaid expense and other current assets |
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( |
) |
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( |
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Deferred charges and other assets |
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( |
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( |
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Accounts payable |
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Accrued expenses |
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( |
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Billings in excess of costs and estimated earnings on uncompleted contracts |
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Income taxes payable |
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( |
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Other liabilities |
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( |
) |
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Net cash used in operating activities |
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( |
) |
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( |
) |
Cash flows from investing activities: |
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Acquisitions of property and equipment |
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( |
) |
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( |
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Net cash proceeds for sale of Global Pump Solutions business |
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Cash paid for acquisitions, net of cash acquired |
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( |
) |
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( |
) |
Net cash (used in) provided by investing activities |
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( |
) |
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Cash flows from financing activities: |
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Borrowings on revolving credit lines |
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Repayments on revolving credit lines |
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( |
) |
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( |
) |
Borrowings on long-term debt |
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Repayments on long-term debt |
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( |
) |
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( |
) |
Payments on finance leases and financing liability |
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( |
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Deferred financing fees paid |
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( |
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Deferred consideration paid for acquisitions |
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( |
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Equity awards surrendered by employees for tax liability, net of proceeds from employee stock purchase plan and exercise of stock options |
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( |
) |
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( |
) |
Noncontrolling interest distributions |
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( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Net increase in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
Cash paid during the period for: |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
The notes to the condensed consolidated financial statements are an integral part of the above statements.
6
CECO ENVIRONMENTAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Reporting for Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements of CECO Environmental Corp. and its subsidiaries (the “Company,” “CECO,” “we,” “us,” or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2026 and the results of operations, cash flows and shareholders’ equity for the three and six months ended June 30, 2026 and 2025. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 2, 2026 (the “Form 10-K”). Certain prior period amounts were reclassified to conform to the presentation in the current period.
During the three months ended June 30, 2026, the Company completed the acquisition of Thermon Group Holdings ("Thermon"), as discussed in Note 14. As a result, Thermon's assets, liabilities, and results of operations have been included in the Company's condensed consolidated financial statements commencing on the acquisition date.
The preparation of financial statements in conformity with 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.
These financial statements and accompanying notes should be read in conjunction with the audited financial statements and the notes thereto included in the Form 10-K.
Unless otherwise indicated, all balances within tables are in thousands, except per share amounts.
2. Recent Financial Accounting Pronouncements
The Company considered the impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB"). The ASUs issued but not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's consolidated financial statements.
Accounting Standards Adopted in Fiscal 2026
Effective January 1, 2026, the Company adopted ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for estimating credit losses on current accounts receivable and contract assets. Adoption did not have a material impact on the Company's condensed consolidated financial statements.
Accounting Standards to be Adopted
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes references to project stages, and requires capitalization of software costs to begin when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the intended function. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which addresses expense disclosure requirements, primarily the disaggregation of expense captions. The ASU is effective for fiscal years beginning after
7
December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements.
3. Accounts Receivable
Accounts receivable as of June 30, 2026 and December 31, 2025 consisted of the following:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Accounts receivable |
|
$ |
|
|
$ |
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
Total accounts receivable, net |
|
$ |
|
|
$ |
|
||
Accounts receivable, net as of the beginning of the prior year period, or January 1, 2025, were $
Balances billed but not paid by customers under retainage provisions in contracts within the Condensed Consolidated Balance Sheets amounted to approximately $
Allowance for credit losses activity for the six months ended June 30, 2026 and 2025 consisted of the following:
|
|
Six months ended June 30, |
|
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
||
Write-offs |
|
|
( |
) |
|
|
( |
) |
|
(Recovery) allowance for credit loss |
|
|
( |
) |
|
|
|
|
|
Balance at end of period |
|
$ |
|
|
$ |
|
|
||
4. Contract Assets and Liabilities
Contract assets and liabilities as of June 30, 2026 and December 31, 2025 consisted of the following:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
$ |
|
|
$ |
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
|
|
|
|
||
As of the beginning of the prior year period, or January 1, 2025, costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts were $
5. Inventories
Inventories as of June 30, 2026 and December 31, 2025 consisted of the following:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
Adjustments to the allowance for obsolete inventory, as recorded to cost of sales, amounted to an increase of $
8
6. Goodwill and Intangible Assets
Goodwill and indefinite life intangible asset activity for the six months ended June 30, 2026 and the year ended December 31, 2025 was as follows:
(in thousands) |
|
Six months ended June 30, 2026 |
|
|
Year ended December 31, 2025 |
|
||||||||||
Goodwill / Tradename |
|
Goodwill |
|
|
Tradename |
|
|
Goodwill |
|
|
Tradename |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Divestiture |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Foreign currency translation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the three months ended March 31, 2026, the Company, through its Pinnacle Processes Inc. ("PPI") (formerly known as Effox-Flextor-Mader, Inc.) joint venture, completed the acquisition of Flexible Specialty Products ("FSP"), as discussed in Note 14.
During the three months ended June 30, 2026, the Company completed the acquisition of Thermon Group Holdings ("Thermon"), as discussed in Note 14.
Finite life intangible assets as of June 30, 2026 and December 31, 2025 consisted of the following:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||
(in thousands) |
|
Cost |
|
|
Accumulated Amortization |
|
|
Cost |
|
|
Accumulated Amortization |
|
||||
Technology |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Customer lists |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tradenames and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency adjustments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Total intangible assets – finite life |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finite life intangible asset activity for the six months ended June 30, 2026 and 2025 was as follows:
|
|
Six months ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Intangible assets – finite life, net at beginning of period |
|
$ |
|
|
$ |
|
||
Amortization expense |
|
|
( |
) |
|
|
( |
) |
Acquisitions |
|
|
|
|
|
|
||
Divestiture and other |
|
|
( |
) |
|
|
( |
) |
Foreign currency adjustments |
|
|
( |
) |
|
|
|
|
Intangible assets – finite life, net at end of period |
|
$ |
|
|
$ |
|
||
In the second quarter of 2026, the Company shut down its Western Air Ducts business located in the United Kingdom. As a result, the Company recorded an impairment charge of $
Amortization expense of finite life intangible assets was $
9
Annually during the fourth quarter, or more often as circumstances require, the Company completes an impairment assessment of its goodwill and indefinite life intangible assets at the reporting unit 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 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.
Additionally, property, plant and equipment, right-of-use assets, 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, the impairment review is based on an undiscounted cash flows analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of assets and liabilities. 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.
The Company did not identify any other triggering events that would require an interim impairment assessment, or record an additional impairment of goodwill, indefinite life intangible assets, finite life intangible assets, right-of-use assets, or property, plant and equipment during the three or six months ended June 30, 2026, other than as related to the Western Air Ducts business as discussed above.
The Company’s assumptions about future conditions important to its assessment of potential impairment are subject to uncertainty, and the Company will continue to monitor these conditions in future periods as new information becomes available and will update its analysis accordingly.
7. Accrued Expenses
Accrued expenses as of June 30, 2026 and December 31, 2025 consisted of the following:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Contract liability |
|
$ |
|
|
$ |
|
||
Compensation and related benefits |
|
|
|
|
|
|
||
Accrued warranty |
|
|
|
|
|
|
||
Short-term operating lease liability |
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses |
|
$ |
|
|
$ |
|
||
8. Senior Debt
Debt as of June 30, 2026 and December 31, 2025 consisted of the following:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Outstanding borrowings under Credit Facility (defined below) |
|
|
|
|
|
|
||
Revolving credit facility |
|
$ |
|
|
$ |
|
||
Term loan |
|
|
|
|
|
|
||
Total outstanding borrowings under the Credit Facility |
|
|
|
|
|
|
||
Outstanding borrowings under the joint venture term debt |
|
|
|
|
|
|
||
Unamortized debt discount |
|
|
( |
) |
|
|
( |
) |
Total outstanding borrowings |
|
|
|
|
|
|
||
Less: current portion |
|
|
( |
) |
|
|
( |
) |
Total debt, less current portion |
|
$ |
|
|
$ |
|
||
Scheduled principal payments under the Credit Facility and joint venture term debt are $
10
maturity in 2031. The Term Loan is payable in quarterly principal installments of $
Credit Facility
On October 7, 2024, the Company entered into the Third Amended and Restated Credit Agreement (the “Legacy Credit Agreement”), among the Company, its subsidiaries from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, which amended and restated in its entirety the Company’s prior credit agreement. The Legacy Credit Agreement provided for a senior secured revolving credit facility in an initial aggregate principal amount of up to $
On January 30, 2026, the Company entered into the Fourth Amended and Restated Credit Agreement (the “2026 Credit Agreement”), among the Company, its subsidiaries from time to time party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, which amended and restated in its entirety the Legacy Credit Agreement. The 2026 Credit Agreement provided for a senior secured revolving credit facility in an initial aggregate principal amount of up to $
On March 30, 2026, the Company entered into Amendment No. 1 to Fourth Amended and Restated Credit Agreement (the “Amendment”), among the Company, its subsidiaries party thereto, the lenders party thereto (the "Lenders"), and Bank of America, N.A., as administrative agent (the “Agent”), which amends the Credit Agreement (the 2026 Credit Agreement as amended by the Amendment, the “Credit Agreement”). The Amendment provided for a senior secured revolving credit facility in an initial aggregate principal amount of up to $
On June 1, 2026, the Company borrowed $
As of June 30, 2026 and December 31, 2025, $
The Legacy Credit Facility accrued interest (a) with respect to base rate loans, at an annual rate equal to an applicable rate of between
Term SOFR (as defined in the Legacy Credit Agreement inclusive of a
The Credit Facility accrues interest (a) with respect to base rate loans, at an annual rate equal to an applicable rate spread of between
11
Agreement), plus a rate equal to the highest of (1) the Agent’s prime rate, (2) the federal funds rate plus one-half of
Interest on Base Rate loans is payable quarterly in arrears on the last day of each calendar quarter and at maturity. Interest on Term SOFR rate loans is payable on the last date of each applicable Interest Period (as defined in the Credit Agreement), but in no event less than once every three months and at maturity. The weighted average stated interest rate on outstanding borrowings was
With respect to financial covenants and the commencement of the Thermon acquisition, the Company is now required to maintain a Consolidated Net Leverage Ratio not greater than
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 Facility are guaranteed by the Company’s domestic 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 Facility may also be guaranteed by the Company’s material foreign subsidiaries to the extent no adverse tax consequences would result to the Company.
In connection with the 2026 Credit Agreement and the Amendment thereto and the related financing of the Thermon acquisition, the Company incurred $
As of June 30, 2026 and December 31, 2025, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility.
Joint Venture Debt
On March 7, 2022, the PPI joint venture, for which the Company holds
12
intangible assets), and $
Other Debt
The Company maintains bank guarantee facilities and bilateral lines of credit in various countries that are supported by cash, letters of credit, pledged assets or collateral available under the Credit Facility. The Credit Facility allows letters of credit and bank guarantee issuances of up to $
9. (Loss) Earnings per Share
The computational components of basic and diluted (loss) earnings per share for the three months ended June 30, 2026 and 2025 are as follows:
|
|
Three months ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Numerator (for basic and diluted earnings per share) |
|
|
|
|
|
|
||
Net (loss) income attributable to CECO Environmental Corp. |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Denominator |
|
|
|
|
|
|
||
Basic weighted-average shares outstanding |
|
|
|
|
|
|
||
Common stock equivalents arising from stock options and restricted stock awards |
|
|
|
|
|
|
||
Diluted weighted-average shares outstanding |
|
|
|
|
|
|
||
The computational components of basic and diluted (loss) earnings per share for the six months ended June 30, 2026 and 2025 are as follows:
|
|
Six months ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Numerator (for basic and diluted earnings per share) |
|
|
|
|
|
|
||
Net (loss) income attributable to CECO Environmental Corp. |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Denominator |
|
|
|
|
|
|
||
Basic weighted-average shares outstanding |
|
|
|
|
|
|
||
Common stock equivalents arising from stock options and restricted stock awards |
|
|
|
|
|
|
||
Diluted weighted-average shares outstanding |
|
|
|
|
|
|
||
Options and restricted stock units included in the computation of diluted earnings per share are calculated using the treasury stock method. For each of the three months ended June 30, 2026 and 2025,
Once a restricted stock unit vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share.
13
Common Stock Repurchase
On May 10, 2022, the Company's Board of Directors authorized a share repurchase program under which the Company was able to purchase up to $
10. Share-Based Compensation
The Company recognized $
The Company granted approximately
There were
11. Income Taxes
The Company files income tax returns in various federal, state and local jurisdictions. Tax years from
As of June 30, 2026 and December 31, 2025, the liability for uncertain tax positions totaled approximately $
Certain of the Company’s undistributed earnings of our foreign subsidiaries are not permanently reinvested. Since foreign earnings have already been subject to United States income tax in 2017 as a result of the 2017 Tax Cuts and Jobs Act, the Company intends to repatriate foreign-held cash as needed. The Company records deferred income tax attributable to foreign withholding taxes that would become payable should it decide to repatriate cash held in our foreign operations. As of June 30, 2026 and December 31, 2025, the Company recorded deferred income taxes of approximately $
Income tax benefit was $
The Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting published the Pillar Two model rules designed to address the tax challenges arising from the digitalization of the global economy which introduces a
14
incurred. Aspects of Pillar Two legislation have been enacted in certain jurisdictions in which the Company operates effective for accounting periods commencing on or after January 1, 2024. Historically, the Company has not met the Pillar Two revenue threshold. With the acquisition of Thermon, the combined Company will meet the Pillar Two threshold in 2026. The Company expects to meet the Transitional Country-by-Country Safe Harbor rules.
12. Financial Instruments
The Company's financial instruments consist primarily of investments in cash and cash equivalents, receivables and certain other assets, notes payable, and accounts payable, which approximate fair value at June 30, 2026 and December 31, 2025, due to their short-term nature or variable, market-driven interest rates.
The fair value of the debt issued under the Credit Facility and joint venture term loan was $
At June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $
13. Commitments and Contingencies
Legal Proceedings
The Company is subject to routine legal claims, proceedings, and investigations associated with contract and employment-related litigation matters, warranty claims, asbestos matters, and audits of state and local tax returns arising in the ordinary course of its business. Following the acquisition of Thermon on June 1, 2026, the Company has also assumed responsibility for legal matters associated with Thermon’s historical operations; however, none of such matters are believed to be material to the Company’s consolidated financial condition, results of operations, or liquidity. 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. The Company regularly assesses such matters to determine the degree of probability that it will incur a material loss as a result of such matters, as well as the range of possible loss. The Company records accruals 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.
Based upon information presently available, and in light of legal and other factual defenses available to the Company, the Company does not believe that it is reasonably possible that such litigation will have a material adverse effect on the Company’s financial condition, future operating results or liquidity.
14. Acquisitions
Thermon Group Holdings, Inc.
On June 1, 2026 (the “Closing Date”), the Company completed its merger (the "Merger") with Thermon Group Holdings, Inc. (“Thermon”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated February 23, 2026, entered into by the Company with Longhorn Merger Sub, Inc. and Longhorn Merger Sub LLC, each a direct wholly owned subsidiary of the Company (together, the “Merger Subs”) and Thermon. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub Inc. merged with and into Thermon (the “First Merger”), with Thermon surviving the First Merger as a wholly owned subsidiary of CECO. Immediately after the First Merger, Thermon merged with and into Merger Sub LLC (the “Second Merger”), with Merger Sub LLC surviving the Second Merger as a wholly owned subsidiary of CECO. In connection with the Second Merger, the name of the surviving entity was changed to Thermon Group Holdings, LLC. The First Merger and the Second Merger are collectively referred to as the “Merger.”
The Merger was accounted for as a business combination under ASC 805 Business Combinations, with the Company identified as the accounting acquirer. Concurrently with the execution of the Merger Agreement, on February 23, 2026, the Company entered into the financing (as further described in Note 8), which was also completed on June 1, 2026.
Under the terms of the Merger Agreement, each holder of Thermon common stock ("Thermon Common Stock", and "Thermon Shareholders") had the ability to elect to receive, for each share of Thermon Common Stock they own, one of the following forms of consideration: (i) consideration consisting of $
15
Consideration”), (ii) consideration of $
|
|
|
Amount |
|
|
Mixed Consideration (Mixed elections and non-electors) |
|
|
|
|
|
Stock component |
|
|
|
|
|
Number of Thermon's Common Stock shares |
|
|
|
|
|
Exchange ratio per Merger Agreement |
|
|
|
|
|
Number of CECO Common Stock shares issued to Thermon shareholders |
|
|
|
|
|
CECO Common Stock closing price as of June 1, 2026 |
|
|
$ |
|
|
Consideration in the form of CECO's Common Stock |
|
|
$ |
|
|
Cash component |
|
|
|
|
|
Number of Thermon's Common Stock shares |
|
|
|
|
|
Per Share Cash Consideration |
|
|
$ |
|
|
Consideration in form of cash |
|
|
$ |
|
|
Total Mixed Consideration |
|
|
$ |
|
|
Cash Consideration |
|
|
|
|
|
Number of Thermon's Common Stock shares |
|
|
|
|
|
Per share Cash Consideration |
|
|
$ |
|
|
All-Cash Consideration |
|
|
$ |
|
|
Cash issued due to Maximum Aggregate Stock Shares proration per the Merger Agreement |
|
|
$ |
|
|
Total Cash Consideration |
|
|
$ |
|
|
Stock Consideration |
|
|
|
|
|
Number of Thermon's Common Stock shares |
|
|
|
|
|
Exchange ratio per Merger Agreement |
|
|
|
|
|
Number of CECO Common Stock shares |
|
|
|
|
|
Less: CECO Common Stock shares due to Maximum Aggregate Stock Shares proration per the Merger Agreement |
|
|
|
( |
) |
Number of CECO Common Stock shares issued pursuant to the Maximum Aggregate Stock Shares proration per the Merger Agreement |
|
|
|
|
|
CECO Common Stock closing price as of June 1, 2026 |
|
|
$ |
|
|
Total Stock Consideration |
|
|
$ |
|
|
Fractional Shares |
|
|
$ |
|
|
Total Merger Consideration per the Merger Agreement |
|
|
$ |
|
|
Pre-combination value of replaced Thermon equity awards |
|
|
$ |
|
|
Cash settlement of Thermon equity awards |
|
|
$ |
|
|
Repayment of Thermon indebtedness |
|
|
$ |
|
|
Less: D&O tail insurance premium |
|
|
$ |
( |
) |
Total preliminary consideration transferred |
|
|
$ |
|
|
16
The purchase price was allocated, on a preliminary basis, among assets acquired and liabilities assumed based on available information. The determination of the estimated fair value of assets acquired requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, royalty rates, customer attrition rates, asset lives, and market multiples, among other items. Fair values were determined by management using a variety of methodologies and resources, including external independent valuation experts. The valuation methods consisted of multi-period excess earnings, relief from royalty, current replacement cost, and other valuation techniques to determine the fair value of assets acquired and liabilities assumed.
The Company preliminarily recognized fair values of the assets acquired and liabilities assumed and allocated $
The preliminary allocation of the purchase price is subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date. A final determination of the fair value of assets acquired, including any identifiable intangible assets, and liabilities assumed will be performed within one year of the Closing Date.
(in thousands) |
|
Preliminary Fair Value |
|
|
Total preliminary consideration transferred |
|
$ |
|
|
Assets |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Restricted cash |
|
|
|
|
Accounts receivable |
|
|
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
|
|
|
Inventories |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
Prepaid income taxes |
|
|
|
|
Property, plant and equipment |
|
|
|
|
Right-of-use assets from operating leases |
|
|
|
|
Intangible assets – finite life |
|
|
|
|
Deferred charges and other assets |
|
|
|
|
Total assets |
|
$ |
|
|
Liabilities |
|
|
|
|
Accounts payable |
|
|
|
|
Accrued liabilities |
|
|
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
|
|
Income taxes payable |
|
|
|
|
Deferred income tax liability |
|
|
|
|
Operating lease liabilities |
|
|
|
|
Other liabilities |
|
|
|
|
Total liabilities |
|
|
|
|
Net assets |
|
|
|
|
Goodwill |
|
$ |
|
|
Acquired intangible assets consisted of the following:
(in thousands) |
|
Amount |
|
|
Technology |
|
|
|
|
Customer lists |
|
|
|
|
Tradenames |
|
|
|
|
Backlog |
|
|
|
|
Total acquired intangible assets |
|
$ |
|
|
Acquired intangible assets are amortized on a straight line or accelerated basis over their estimated useful lives of approximately
17
June 1, 2026 Closing Date through June 30, 2026, Thermon accounted for $
Total acquisition-related costs related to the Thermon acquisition of $
The Company incurred approximately $
Flexible Specialty Products LLC
On February 13, 2026, the Company, through its PPI JV, completed its acquisition of FSP for $
(in thousands) |
|
|
|
|
Current assets (including cash of $ |
|
$ |
|
|
Intangible - finite life |
|
|
|
|
Goodwill |
|
|
|
|
Other assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Current liabilities assumed |
|
|
( |
) |
Other liabilities assumed |
|
|
( |
) |
Net assets acquired |
|
$ |
|
|
The Company acquired customer lists intangible assets valued at $
During the three and six months ended June 30, 2026, FSP accounted for $
Profire Energy, Inc.
On January 3, 2025, the Company acquired all outstanding shares of Profire for $
18
(in thousands) |
|
|
|
|
Current assets (including cash and cash equivalents of $ |
|
$ |
|
|
Property and equipment |
|
|
|
|
Intangible - finite life |
|
|
|
|
Goodwill |
|
|
|
|
Other assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Current liabilities assumed |
|
|
( |
) |
Deferred income tax liability |
|
|
( |
) |
Other liabilities assumed |
|
|
( |
) |
Net assets acquired |
|
$ |
|
|
The Company acquired property and equipment consisting of $
The Company acquired technology, customer lists, and tradename intangible assets valued at $
The acquisitions disclosed above, with the exception of Profire, are subject to final adjustment, primarily for the valuation of intangible assets pending final valuation results for such assets and tax balances for the further assessment of the acquiree’s tax positions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as the Company finalizes the valuation of assets acquired and liabilities assumed. These changes could result in material variances in 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 these acquisitions is not deductible for tax purposes. Acquisition and integration expenses, recorded within "Other operating expenses" on the Condensed Consolidated Statements of Operations are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses.
The unaudited supplemental pro forma information is based on estimates and assumptions that the Company believes are reasonable and reflects the effects of the Thermon acquisition and related financing, including the recognition of certain cost of sales and acquired intangible assets, depreciation of acquired property, plant and equipment, amortization of the prepaid directors' and officers' ("D&O") liability insurance tail policy required under the Merger Agreement, incremental share-based compensation expense associated with the conversion and cash settlement of Thermon equity awards, and incremental interest expense, including the amortization of deferred financing costs. Material, nonrecurring pro forma adjustments directly attributable to the Thermon acquisition include transaction costs of $
The unaudited supplemental pro forma information is presented for informational purposes only and does not purport to represent what the Company's results of operations would have been had the acquisition of Thermon and the related financing occurred on January 1, 2025, nor is it necessarily indicative of future operating results.
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income (loss) attributable to CECO Environmental Corp. |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
15. Divestiture
On March 31, 2025, the Company finalized the sale of its Global Pump Solutions business to a third party for a purchase price of $
19
reduction in the previously recognized gain. The Company received cash proceeds of $
Amounts related to the transaction are as follows:
(in thousands) |
|
|
|
|
Proceeds from sale of Global Pump Solutions business |
|
$ |
|
|
Less: Assets transferred |
|
|
|
|
Accounts receivable, net |
|
|
( |
) |
Inventories |
|
|
( |
) |
Property and equipment |
|
|
( |
) |
Goodwill |
|
|
( |
) |
Intangible assets – finite life, net |
|
|
( |
) |
Pension plan assets |
|
|
( |
) |
Other assets |
|
|
( |
) |
Less: Transaction costs |
|
|
( |
) |
Plus: Liabilities transferred |
|
|
|
|
Accounts payable |
|
|
|
|
Accrued expenses |
|
|
|
|
Other liabilities assumed |
|
|
|
|
Gain on sale of Global Pump Solutions business |
|
$ |
|
|
16. 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
The Company’s reportable segments are organized as groups of similar products and services, as described as follows:
Engineered Systems: The Company's Engineered Systems segment serves the power generation, hydrocarbon processing,
water/wastewater treatment, oily water separation and treatment, marine and naval vessels, and midstream oil and gas sectors. The Company seeks to address the global demand for environmental and equipment protection solutions with its highly engineered platforms including emissions management, fluid bed cyclones, thermal acoustics, separation and filtration, and dampers and expansion joints.
Industrial Process Solutions: The Company's Industrial Process Solutions segment serves the broad industrial sector with
solutions for air pollution and contamination control, fluid handling, and process filtration in applications such as aluminum beverage can production, automobile production, food and beverage processing, semiconductor fabrication, electronics production, steel and aluminum mill processing, wood manufacturing, desalination, and aquaculture markets. The Company assists customers in maintaining clean and safe operations for employees, reducing energy consumption, minimizing waste for customers, and meeting regulatory standards for toxic emissions, fumes, volatile organic compounds, and odor elimination through its platforms including duct fabrication and installation, industrial air, and fluid handling.
Thermal Solutions: The Company's Thermal Solutions segment serves the general industrial, chemical and petrochemical, oil, gas, power generation, commercial, food and beverage processing, and rail and transit sectors. The Company, through this segment, offers a full suite of products including heating units, electrode and gas-fired boilers, heating cables, industrial heating
20
blankets and related products, temporary power solutions and tubing bundles, engineering, installation and maintenance services, and software design optimization and wireless and network control systems.
A reconciliation of total segment sales to total consolidated sales, as well as total segment profit from operations to total consolidated net loss before taxes is as follows for the three months ended June 30, 2026:
(in thousands) |
|
Thermal Solutions |
|
|
Engineered Systems |
|
|
Industrial Process Solutions |
|
|
Total |
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Direct cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shop burden |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Project engineering expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other corporate expenses(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other profit or loss(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total consolidated loss before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
(1)
(2)
A reconciliation of total segment sales to total consolidated sales, as well as total segment profit from operations to total consolidated net loss before taxes is as follows for the six months ended June 30, 2026:
(in thousands) |
|
Thermal Solutions |
|
|
Engineered Systems |
|
|
Industrial Process Solutions |
|
|
Total |
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Direct cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shop burden |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Project engineering expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other corporate expenses(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other profit or loss(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total consolidated loss before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
(2)
Other segment information is as follows for the three and six months ended June 30, 2026:
|
|
Three months ended June 30, 2026 |
|
|
|||||||||
(in thousands) |
|
Thermal Solutions |
|
|
Engineered Systems |
|
|
Industrial Process Solutions |
|
|
|||
Property and equipment additions |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Depreciation and amortization(1) |
|
|
|
|
|
|
|
|
|
|
|||
21
|
|
Six months ended June 30, 2026 |
|
|
|||||||||
(in thousands) |
|
Thermal Solutions |
|
|
Engineered Systems |
|
|
Industrial Process Solutions |
|
|
|||
Property and equipment additions |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Depreciation and amortization(1) |
|
|
|
|
|
|
|
|
|
|
|||
(1)
A reconciliation of total segment sales to total consolidated sales, as well as total segment profit to total consolidated net income before taxes is as follows for the three months ended June 30, 2025:
(in thousands) |
|
Engineered Systems |
|
|
Industrial Process Solutions |
|
|
Total |
|
|||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Direct cost of sales |
|
|
|
|
|
|
|
|
|
|||
Shop burden |
|
|
|
|
|
|
|
|
|
|||
Selling expense |
|
|
|
|
|
|
|
|
|
|||
Project engineering expense |
|
|
|
|
|
|
|
|
|
|||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|||
Gain on sale of Global Pump Solutions business |
|
|
|
|
|
|
|
|
|
|||
Segment profit |
|
|
|
|
|
|
|
|
|
|||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|||
Other corporate expenses(1) |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|||
Other profit or loss(2) |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated income before income taxes |
|
|
|
|
|
|
|
$ |
|
|||
(1)
(2)
A reconciliation of total segment sales to total consolidated sales, as well as total segment profit to total consolidated net income before taxes is as follows for the six months ended June 30, 2025:
(in thousands) |
|
Engineered Systems |
|
|
Industrial Process Solutions |
|
|
Total |
|
|||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Direct cost of sales |
|
|
|
|
|
|
|
|
|
|||
Shop burden |
|
|
|
|
|
|
|
|
|
|||
Selling expense |
|
|
|
|
|
|
|
|
|
|||
Project engineering expense |
|
|
|
|
|
|
|
|
|
|||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|||
Gain on sale of Global Pump Solutions business |
|
|
|
|
|
( |
) |
|
|
|
||
Segment profit |
|
|
|
|
|
|
|
|
|
|||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|||
Other corporate expenses(1) |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|||
Other profit or loss(2) |
|
|
|
|
|
|
|
|
( |
) |
||
Total consolidated income before income taxes |
|
|
|
|
|
|
|
$ |
|
|||
(1)
(2)
Other segment information is as follows for the three and six months ended June 30, 2025:
22
|
|
Three months ended June 30, 2025 |
|
|
Six months ended June 30, 2025 |
|
||||||||||
(in thousands) |
|
Engineered Systems |
|
|
Industrial Process Solutions |
|
|
Engineered Systems |
|
|
Industrial Process Solutions |
|
||||
Property and equipment additions |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Depreciation and amortization(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1)
Geographic Information
Net sales by geographic area are as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
||||
China |
|
|
|
|
|
|
|
|
|
|
|
|
||||
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The geographical area data for net sales is based upon the country location of the Company's business unit generating such sales.
Long-lived assets by geographic area are as follows:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
United States |
|
$ |
|
|
$ |
|
||
China |
|
|
|
|
|
|
||
United Kingdom |
|
|
|
|
|
|
||
Canada |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total long-lived assets |
|
$ |
|
|
$ |
|
||
The geographical area data for long-lived assets is based upon physical location of such assets.
23
CECO ENVIRONMENTAL CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company’s Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 reflect the consolidated operations of the Company and its subsidiaries.
CECO Environmental Corp. (“CECO,” “we,” “us,” "our," or the “Company”) is a leading environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally providing innovative technology and application expertise through a collection of focused operating companies with niche leadership positions and well-established brands in fragmented markets with flexible business models and established supply chains. CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. CECO's solutions improve air and water quality, optimize emissions management, and increase the energy and process efficiency for highly engineered applications in power generation, midstream and downstream hydrocarbon processing and transport, chemical processing, electric vehicle production, polysilicon fabrication, semiconductor and electronics production, battery production and recycling, specialty metals, aluminum and steel production, beverage can manufacturing, and industrial and produced water and wastewater treatment, and a wide range of other industrial end markets.
On February 23, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Longhorn Merger Sub, Inc. and Longhorn Merger Sub LLC, each a direct wholly owned subsidiary of the Company (together, the “Merger Subs”), and Thermon Group Holdings, Inc. (“Thermon”), pursuant to which the parties agreed to effect the merger transactions contemplated thereby. On June 1, 2026, the Company consummated the previously announced merger with Thermon in accordance with the terms of the Merger Agreement. The cash portion of the merger consideration and related transaction costs were funded with available cash and borrowings under our existing credit facilities. For additional details, see Note 14 to the unaudited condensed consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q. The acquisition of Thermon significantly impacts the comparability of the Company’s results of operations, financial condition, and cash flows for the three and six months ended June 30, 2026 compared to the corresponding prior-year periods.
Market Pressures
The senior management team monitors and manages the Company's ability to operate effectively as the result of market pressures. Against the current backdrop of a rapidly evolving global commercial environment, we believe we are comparatively well-positioned as we execute and manufacture a majority of our business in the same regions in which we sell, with our cost and revenue bases largely aligned as a result. Recently, international trade has been impacted by conflict in the Middle East and geopolitical tariff considerations. To mitigate potential impacts from further escalation of conflict in the Middle East, we have implemented contingency planning measures and continue to assess potential effects on our operations, supply chain, and financial results. To mitigate potential tariff-related impacts, we have worked strategically with customers and suppliers to optimize terms and pricing, sourcing locations, and logistics routes and schedules. While we will continue to take a proactive approach on our efforts to mitigate the impacts of these matters, our business and results could be adversely affected by further policy developments. Additionally, we could experience shortages of raw materials and inflationary pressures for certain materials and labor. We have secured raw materials from existing and alternate suppliers and have taken other mitigating actions to mitigate supply disruptions; however, we cannot guarantee that we will be able to continue to do so in the future. If we are unable to continue to mitigate the effects of these supply disruptions and/or inflationary pressures, our business, results and financial condition could be adversely affected.
Note Regarding Use of Non-GAAP Financial Measures
The Company's unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These GAAP financial statements include certain charges the Company believes are not indicative of its core ongoing operational performance.
As a result, the Company provides financial information in this Management’s Discussion and Analysis that was not prepared in accordance with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. The Company provides this non-GAAP financial information because the Company’s management utilizes it to evaluate its ongoing financial performance and the Company believes it provides greater transparency to investors as supplemental information to its GAAP results.
24
The Company has provided the non-GAAP financial measures of non-GAAP operating income and non-GAAP operating margin as a result of items that the Company believes are not indicative of its ongoing operations. These include transactions associated with the Company’s acquisitions, divestiture, and the items described below in “Consolidated Results.” The Company 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. The Company utilizes this information to evaluate its ongoing financial performance. The Company has incurred substantial expense and income associated with acquisitions. While the Company cannot predict the exact timing or amounts of such charges, it does expect to treat the financial impact of these transactions as special items in its future presentation of non-GAAP results.
25
Results of Operations
Consolidated Results
Our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 are as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions, except ratios) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales |
|
$ |
285.0 |
|
|
$ |
185.4 |
|
|
$ |
490.9 |
|
|
$ |
362.1 |
|
Cost of sales |
|
|
198.5 |
|
|
|
118.3 |
|
|
|
340.5 |
|
|
|
232.8 |
|
Gross profit |
|
$ |
86.5 |
|
|
$ |
67.1 |
|
|
$ |
150.4 |
|
|
$ |
129.3 |
|
Percent of sales |
|
|
30.3 |
% |
|
|
36.2 |
% |
|
|
30.6 |
% |
|
|
35.7 |
% |
Selling and administrative expense |
|
|
63.9 |
|
|
|
48.8 |
|
|
|
110.0 |
|
|
|
102.4 |
|
Percent of sales |
|
|
22.4 |
% |
|
|
26.3 |
% |
|
|
22.4 |
% |
|
|
28.3 |
% |
Amortization expense |
|
|
7.8 |
|
|
|
2.9 |
|
|
|
11.8 |
|
|
|
6.0 |
|
Acquisition and integration expense |
|
|
45.5 |
|
|
|
— |
|
|
|
55.7 |
|
|
|
8.2 |
|
Gain on sale of Global Pump Solutions business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(64.5 |
) |
Other operating expense (income) |
|
|
2.5 |
|
|
|
(2.7 |
) |
|
|
4.2 |
|
|
|
(2.7 |
) |
Operating (loss) income |
|
$ |
(33.2 |
) |
|
$ |
18.1 |
|
|
$ |
(31.3 |
) |
|
$ |
79.9 |
|
Operating margin |
|
|
(11.6 |
)% |
|
|
9.7 |
% |
|
|
(6.4 |
)% |
|
|
22.1 |
% |
Other expense |
|
$ |
2.3 |
|
|
$ |
(1.4 |
) |
|
$ |
3.7 |
|
|
$ |
(0.9 |
) |
Interest expense |
|
|
9.1 |
|
|
|
4.9 |
|
|
|
13.3 |
|
|
|
11.1 |
|
(Loss) income before income taxes |
|
$ |
(44.6 |
) |
|
$ |
14.6 |
|
|
$ |
(48.3 |
) |
|
$ |
69.7 |
|
Income tax (benefit) expense |
|
|
(10.1 |
) |
|
|
4.5 |
|
|
|
(13.6 |
) |
|
|
23.2 |
|
Net (loss) income |
|
$ |
(34.5 |
) |
|
$ |
10.1 |
|
|
$ |
(34.7 |
) |
|
$ |
46.5 |
|
Noncontrolling interest |
|
|
0.3 |
|
|
|
0.6 |
|
|
|
0.4 |
|
|
|
1.0 |
|
Net (loss) income attributable to CECO Environmental Corp. |
|
$ |
(34.8 |
) |
|
$ |
9.5 |
|
|
$ |
(35.2 |
) |
|
$ |
45.5 |
|
To compare operating performance between the three and six months ended June 30, 2026 and 2025, the Company has adjusted GAAP operating (loss) income to exclude (1) amortization of intangible assets, (2) acquisition and integration expenses, which include legal, accounting, and other expenses, (3) gain on the sale of the Global Pump Solutions business as discussed in Note 15, and (4) other expenses, including restructuring expenses primarily relating to severance, facility exits, and associated legal expenses, asbestos litigation expenses relating to future settlement payments, executive transition expenses, purchase accounting inventory adjustments, and third party professional consulting fees associated with Enterprise Resource Planning system implementations.
The following table presents the reconciliation of GAAP operating (loss) income and GAAP operating margin to non-GAAP operating income and non-GAAP operating margin:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions, except ratios) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating (loss) income as reported in accordance with GAAP |
|
$ |
(33.2 |
) |
|
$ |
18.1 |
|
|
$ |
(31.3 |
) |
|
$ |
79.9 |
|
Operating margin in accordance with GAAP |
|
|
(11.6 |
)% |
|
|
9.8 |
% |
|
|
(6.4 |
)% |
|
|
22.1 |
% |
Amortization expense |
|
|
7.8 |
|
|
|
2.9 |
|
|
|
11.8 |
|
|
|
6.0 |
|
Acquisition and integration expense |
|
|
45.5 |
|
|
|
— |
|
|
|
55.7 |
|
|
|
8.2 |
|
Gain on sale of Global Pump Solutions business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(64.5 |
) |
Other expense (income)1 |
|
|
12.0 |
|
|
|
(2.7 |
) |
|
|
13.7 |
|
|
|
(2.7 |
) |
Non-GAAP operating income |
|
$ |
32.1 |
|
|
$ |
18.3 |
|
|
$ |
49.9 |
|
|
$ |
26.9 |
|
Non-GAAP operating margin |
|
|
11.3 |
% |
|
|
9.9 |
% |
|
|
10.2 |
% |
|
|
7.4 |
% |
(1) includes $9.5 million related to the inventory fair value adjustment for the three and six months ended June 30, 2026.
Net sales for the three months ended June 30, 2026 increased $99.6 million, or 53.7%, to $285.0 million compared with $185.4 million for the three months ended June 30, 2025, inclusive of organic growth of 44%. Approximately 82.1% of net sales for the three months ended June 30, 2026 is attributable to organic revenue, which the Company defines as revenue from businesses owned for more than twelve months. The increase in organic revenue is driven by strong order intake in preceding quarters, which contributes to the backlog position. During the quarter, the Company continues to execute customer projects and satisfy contractual commitments
26
without experiencing material delays. The largest contributor to organic revenue growth is demand for products and solutions serving power generation end markets. The remainder of the increase in net sales is attributable to the recent acquisition and integration of Thermon.
Net sales for the six months ended June 30, 2026 increased $128.8 million, or 35.6%, to $490.9 million compared with $362.1 million for the six months ended June 30, 2025, inclusive of organic growth of 42%. The increase in organic revenue is driven by significant order intake in the preceding quarters which led to a record backlog position. The Company executed customer projects in accordance with contractual commitments without experiencing material delays. The largest driver of organic revenue is demand for products and solutions supporting power generation end markets. The remainder of the increase in net sales is attributable to the Company’s recent integration of Thermon.
Gross profit increased $19.4 million, or 28.9%, to $86.5 million in the three months ended June 30, 2026 compared with $67.1 million in the three months ended June 30, 2025. The increase in gross profit is primarily attributable to the increase in sales volume as described above. Gross profit as a percentage of sales decreased to 30.3% in the three months ended June 30, 2026 compared with 36.2% in the three months ended June 30, 2025. The decrease is primarily attributable to project mix and the timing of project completions within the power generation and industrial solutions end markets. Adjusted gross profit margin was 33.7% for the three months ended June 30, 2026 and excludes acquisition-related costs associated with the Thermon acquisition.
Gross profit increased $21.1 million, or 16.3%, to $150.4 million in the six months ended June 30, 2026 compared with $129.3 million in the six months ended June 30, 2025. The increase in gross profit is primarily attributable to the increase in sales volume as described above. Gross profit as a percentage of sales decreased to 30.6% in the six months ended June 30, 2026 and 35.7% in the six months ended June 30, 2025. The decrease is attributable to project mix and the timing of project completions within the power generation and industrial solutions end markets. Adjusted gross profit margin was 32.6% for the six months ended June 30, 2026 and excludes acquisition-related costs associated with the Thermon acquisition.
Selling and administrative expenses were $63.9 million for the three months ended June 30, 2026 compared with $48.8 million for the three months ended June 30, 2025. The increase is primarily attributable to selling and administrative expenses associated with the Thermon acquisition.
Selling and administrative expenses were $110.0 million for the six months ended June 30, 2026 compared with $102.4 million for the six months ended June 30, 2025. The increase is primarily attributable to selling and administrative expenses associated with the Thermon acquisition, partially offset by lower selling and administrative expenses within the Industrial Process Solutions segment, primarily reflecting the absence of the Global Pump Solutions business following its divestiture on March 31, 2025.
Amortization expense was $7.8 million for the three months ended June 30, 2026 compared with $2.9 million for the three months ended June 30, 2025. The increase in expense is attributable to increased intangible assets from current and prior year acquisitions.
Amortization expense was $11.8 million for the six months ended June 30, 2026 compared with $6.0 million for the six months ended June 30, 2025. The increase in expense is attributable to increased intangible assets from current and prior year acquisitions.
Operating income decreased $51.3 million to $(33.2) million for the three months ended June 30, 2026 compared with operating income of $18.1 million for the three months ended June 30, 2025. The decrease in operating income is primarily attributable to acquisition and integration expenses associated with Thermon.
Operating income decreased $111.2 million to $(31.3) million for the six months ended June 30, 2026 compared with operating income of $79.9 million for the six months ended June 30, 2025. The decrease in operating income is primarily attributable to the gain on the sale of the Global Pump Solutions business recognized in the first quarter of 2025 and acquisition and integration expenses associated with Thermon.
Non-GAAP operating income was $32.1 million for the three months ended June 30, 2026 compared with $18.3 million for the three months ended June 30, 2025. Non-GAAP operating income as a percentage of sales increased to 11.3% for the three months ended June 30, 2026 from 9.9% for the three months ended June 30, 2025. The increase in non-GAAP operating income is driven by the increase in gross profit, partially offset by the increase in selling and administrative expenses as described above
Non-GAAP operating income was $49.9 million for the six months ended June 30, 2026 compared with $26.9 million for the six months ended June 30, 2025. Non-GAAP operating income as a percentage of sales was flat at 10.2% for the both the six months ended June 30, 2026 and 2025. The increase in non-GAAP operating income is driven by the increase in gross profit, partially offset by the increase in selling and administrative expenses as described above.
27
Interest expense increased to $9.1 million in the three months ended June 30, 2026 compared with interest expense of $4.9 million for the three months ended June 30, 2025. The increase in interest expense is primarily due to increased debt balances.
Interest expense increased to $13.3 million in the six months ended June 30, 2026 compared with interest expense of $11.1 million for the six months ended June 30, 2025. The increase in interest expense is primarily due to increased debt balances.
Income tax benefit was $10.1 million for the three months ended June 30, 2026 compared with income tax expense of $4.5 million for the three months ended June 30, 2025. Income tax expense was $13.6 million for the six months ended June 30, 2026 compared with income tax expense of $23.1 million for the six months ended June 30, 2025. The effective income tax rate for the three months ended June 30, 2026 was 22.6% compared with 30.9% for the three months ended June 30, 2025. The effective income tax rate for the six months ended June 30, 2026 was 28.1% compared with 33.2% for the six months ended June 30, 2025. The effective income tax rates for the three and six months ended June 30, 2026 and June 30, 2025 differ from the United States federal statutory rate. Our effective tax rate is affected by other permanent differences, including the gain on the sale of the Global Pump Solutions business, state income taxes, non-deductible incentive stock-based compensation, and differences in tax rates among the jurisdictions in which we operate.
Orders booked increased $524.4 million, or 192%, to $798.5 million during the three months ended June 30, 2026 compared with $274.1 million in the three months ended June 30, 2025, inclusive of organic growth of 185%, as defined as the change in orders excluding the impact of orders recorded in the twelve month period subsequent to acquisition dates. The increase is primarily driven by demand for the Company’s emissions and exhaust systems applications supporting large-scale natural gas power generation projects.
Orders booked increased $745.9 million, or 149%, to $1,248.0 million during the six months ended June 30, 2026 compared with $502.1 million in the six months ended June 30, 2025, inclusive of organic growth of 155%. The increase is primarily driven by demand for the Company’s emissions and exhaust system applications supporting large-scale natural gas power generation projects.
Business Segments
The Company’s operations are organized and reviewed by management along its product lines and end markets that the segment
serves and are presented in three reportable segments. The results of the segments are reviewed through segment profit, which represents income from operations as adjusted for certain items.
Financial results by segment are as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Systems |
|
$ |
173,673 |
|
|
$ |
128,460 |
|
|
$ |
324,209 |
|
|
$ |
248,893 |
|
Thermal Solutions |
|
|
49,606 |
|
|
|
- |
|
|
|
49,606 |
|
|
|
- |
|
Industrial Process Solutions |
|
|
61,682 |
|
|
|
56,931 |
|
|
|
117,065 |
|
|
|
113,195 |
|
Total net sales |
|
$ |
284,961 |
|
|
$ |
185,391 |
|
|
$ |
490,880 |
|
|
$ |
362,088 |
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Segment profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Systems |
|
$ |
36,000 |
|
|
$ |
26,639 |
|
|
$ |
65,822 |
|
|
$ |
49,472 |
|
Thermal Solutions |
|
|
1,512 |
|
|
|
- |
|
|
|
1,512 |
|
|
|
- |
|
Industrial Process Solutions |
|
|
8,910 |
|
|
|
10,686 |
|
|
|
15,356 |
|
|
|
81,241 |
|
Total segment profit |
|
$ |
46,423 |
|
|
$ |
37,325 |
|
|
$ |
82,690 |
|
|
$ |
130,713 |
|
(1) Includes corporate compensation, professional services, information technology, and other general and administrative corporate expenses.
Engineered Systems Segment
Our Engineered Systems segment net sales increased $45.2 million to $173.7 million for the three months ended June 30, 2026 compared with $128.5 million for the three months ended June 30, 2025, inclusive of organic growth of 54.3%. The increase is led by backlog execution on large scale natural gas power generation projects.
28
Our Engineered Systems segment net sales increased $75.3 million to $324.2 million for the six months ended June 30, 2026 compared with $248.9 million for the six months ended June 30, 2025, inclusive of organic growth of 48%. The increase is led by backlog execution on large scale natural gas power generation projects.
Segment profit for the Engineered Systems segment increased $9.4 million to $36.0 million for the three months ended June 30, 2026 compared with $26.6 million for the three months ended June 30, 2025. The increase is attributable to higher gross profit related to increased net sales.
Segment profit for the Engineered Systems segment increased $16.3 million to $65.8 million for the six months ended June 30, 2026 compared with $49.5 million for the six months ended June 30, 2025. The operating income increase is attributable to higher gross profit related to increased net sales, partially offset by an increase in selling and administrative expense.
Our Engineered Systems segment orders booked increased $447.9 million, or 200%, to $672.1 million during the three months ended June 30, 2026 compared with $224.2 million in the three months ended June 30, 2025, inclusive of organic growth of 173.8%. The increase is primarily attributable to the Company's energy and power technologies. Investments in energy infrastructure and growth in midstream and downstream markets have resulted in increased demand for emissions, and acoustics products.
Our Engineered Systems segment orders booked increased $668.1 million, or 173%, to $1,055.1 million during the six months ended June 30, 2026 compared with $387.0 million in the six months ended June 30, 2025, inclusive of organic growth of 198.1%. The increase is primarily attributable to the Company's energy and power technologies. Investments in energy infrastructure and growth in midstream and downstream markets have resulted in increased demand for emissions and acoustics products.
Industrial Process Solutions Segment
Our Industrial Process Solutions segment net sales increased $4.8 million to $61.7 million for the three months ended June 30, 2026 compared with $56.9 million for the three months ended June 30, 2025, inclusive of organic growth of 84%. The increase is primarily attributable to project execution on semiconductor and industrial ducting backlog.
Our Industrial Process Solutions segment net sales increased $3.9 million to $117.1 million for the six months ended June 30, 2026 compared with $113.2 million for the six months ended June 30, 2025, inclusive of organic growth of 67%. The increase is primarily attributable to project execution on semiconductor and industrial ducting backlog.
Segment profit for the Industrial Process Solutions segment decreased $1.8 million to $8.9 million for the three months ended June 30, 2026 compared with $10.7 million for the three months ended June 30, 2025. The decrease is primarily attributable to project mix.
Segment profit for the Industrial Process Solutions segment decreased $65.8 million to $15.4 million for the six months ended June 30, 2026 compared with $81.2 million for the six months ended June 30, 2025. The decrease is primarily attributable to the gain on the sale of the Global Pump Solutions business.
Our Industrial Process Solutions segment orders booked increased $40.4 million, or 81%, to $90.3 million during the three months ended June 30, 2026 compared with $49.9 million in the three months ended June 30, 2025, inclusive of organic growth of 157%. The increase is primarily attributable to higher demand for the Company's scrubber technologies in semiconductor and international markets.
Our Industrial Process Solutions segment orders booked increased $41.9 million, or 36%, to $156.8 million during the six months ended June 30, 2026 compared with $114.9 million in the six months ended June 30, 2025, inclusive of organic growth of 103.6%. The increase is primarily attributable to the higher demand for the Company's scrubber technologies in semiconductor and international markets.
Thermal Solutions Segment
The Thermal Solutions segment represents the Thermon business, acquired in June 2026. As such, there is no comparative financial information reflected in the Company's previously filed Quarterly Reports on Form 10-Q.
Backlog
Backlog (i.e., unfulfilled or remaining performance obligations) represents the sales we expect to recognize for our products and services for which control has not yet transferred to the customer. Backlog increased to $1,819.1 million as of June 30, 2026, from
29
$793.1 million as of December 31, 2025. Thermon contributed $262.0 million to our backlog figure as of June 30, 2026, with the remaining increase primarily attributable to our growing orders. Our customers may have the right to cancel a given order. Historically, cancellations have not been significant. Backlog is adjusted on a quarterly basis for adjustments in foreign currency exchange rates. Substantially all backlog is expected to be delivered within 12 to 24 months, with a majority within 12 months. Backlog is not defined by GAAP and our methodology for calculating backlog may not be consistent with methodologies used by other companies.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 2 to the unaudited condensed consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
When we undertake large jobs, our working capital objective is to make these projects self-funding. We work to achieve this by obtaining customer advanced payments, structuring our contracts with progress billing provisions, when possible, utilizing extended payment terms from material suppliers, and paying sub-contractors after payment from our customers, which is an industry practice. Our investment in working capital is funded by cash flows from operations and by our revolving line of credit under our Credit Facility (as defined below).
At June 30, 2026, the Company had working capital of $327.3 million, compared with $104.4 million at December 31, 2025. The ratio of current assets to current liabilities was 1.50 to 1.00 on June 30, 2026, as compared with a ratio of 1.34 to 1.00 on December 31, 2025.
At June 30, 2026 and December 31, 2025, cash and cash equivalents totaled $61.1 million and $33.1 million, respectively. As of June 30, 2026 and December 31, 2025, $49.1 million and $26.4 million, respectively, of our cash and cash equivalents were held by certain foreign subsidiaries, as well as being denominated in foreign currencies.
Debt consisted of the following:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Outstanding borrowings under Credit Facility (defined below) |
|
|
|
|
|
|
||
Revolving credit facility |
|
$ |
497,000 |
|
|
$ |
208,600 |
|
Term loan |
|
|
235,000 |
|
|
|
— |
|
Total outstanding borrowings under the Credit Facility |
|
|
732,000 |
|
|
|
208,600 |
|
Outstanding borrowings under the joint venture term debt |
|
|
4,731 |
|
|
|
5,647 |
|
Unamortized debt discount |
|
|
(9,025 |
) |
|
|
(1,809 |
) |
Total outstanding borrowings |
|
|
727,706 |
|
|
|
212,438 |
|
Less: current portion |
|
|
(16,641 |
) |
|
|
(1,879 |
) |
Total debt, less current portion |
|
$ |
711,065 |
|
|
$ |
210,559 |
|
Credit Facility
The Company’s outstanding borrowings in the United States consist of a senior secured revolver loan with sub-facilities for letters of credit, swing-line loans and multi-currency loans (collectively, the “Credit Facility”). As of June 30, 2026 and December 31, 2025, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility.
On January 30, 2026, the Company entered into the Fourth Amended and Restated Credit Agreement, which provided for a senior secured revolving credit facility in an initial aggregate principal amount of up to $700.0 million. On March 30, 2026, the Company entered into Amendment No. 1 to Fourth Amended and Restated Credit Agreement, which provides for a senior secured revolving credit facility in an initial aggregate principal amount of up to $740.0 million, and added an incremental senior secured delayed-draw term loan commitment in an initial aggregate principal amount of $235 million (the “Incremental Term A-1 Loan Facility”), subject only to the satisfaction or waiver of the related conditions precedent set forth in the Credit Agreement. On June 1, 2026, the Company borrowed $235.0 million on the Incremental Term A-1 Loan Facility.
See Note 8 to the unaudited condensed consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q for further information on the Company’s debt facilities.
30
Total unused credit availability under our existing Credit Facility is as follows:
(in millions) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Credit Facility, revolving loans |
|
$ |
740.0 |
|
|
$ |
400.0 |
|
Draw down |
|
|
(497.0 |
) |
|
|
(208.6 |
) |
Letters of credit open |
|
|
(22.5 |
) |
|
|
(23.8 |
) |
Total unused credit availability |
|
$ |
220.5 |
|
|
$ |
167.6 |
|
Amount available based on borrowing limitations |
|
$ |
220.5 |
|
|
$ |
123.6 |
|
The Company's available secured borrowing capacity under the Credit Facility is defined as the lower of (a) the Credit Facility amount less outstanding borrowings and Letters of Credit on the Credit Facility, and (b) the Company's trailing twelve month EBITDA, as defined in the Credit Agreement, by a factor of the maximum leverage ratio, less outstanding borrowings on the Credit Facility.
Overview of Cash Flows and Liquidity
|
|
Six months ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities |
|
$ |
(32,426 |
) |
|
$ |
(19,363 |
) |
Net cash (used in) provided by investing activities |
|
|
(444,357 |
) |
|
|
3,813 |
|
Net cash provided by financing activities |
|
|
509,050 |
|
|
|
14,197 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(1,645 |
) |
|
|
61 |
|
Net increase in cash, cash equivalents and restricted cash |
|
$ |
30,622 |
|
|
$ |
(1,292 |
) |
Operating Activities
For the six months ended June 30, 2026, $32.4 million of cash was used in operating activities compared with $19.4 million used in operations in the prior year period, representing an decrease of $13.1 million. Cash flows from operating activities in the first six months of 2026 was lower in 2026 primarily due to larger investments in operating assets and liabilities commensurate with growth in the business.
Investing Activities
For the six months ended June 30, 2026, net cash used in investing activities was $444.4 million compared with $3.8 million provided by investing activities in the prior year period. For the six months ended June 30, 2026, the Company used $329.6 million in the acquisition of Thermon, as well as $6.6 million in the acquisition of Flexible Specialty Products. As part of the Thermon acquisition, the Company repaid approximately $141.7 million of the acquiree's outstanding indebtedness at closing. This cash outlay was partially offset by cash and cash equivalents received from Thermon of $41.5 million. The repayment of debt was treated as a component of the consideration transferred. In the prior year period, the Company received $105.9 million related to the sale of the Global Pump Solutions business as discussed in Note 15, offset by $97.6 million used in the acquisition of Profire as discussed in Note 14.
Financing Activities
For the six months ended June 30, 2026, $509.0 million was provided by financing activities compared with $14.2 million provided by financing activities in the prior year period, for an increase of $494.9 million. The increase was driven by increased borrowings on the Company's Credit Facility, inclusive of the Incremental Term A-1 Loan Facility, to fund the cash consideration and other closing costs paid in connection with the acquisition of Thermon.
Critical Accounting Estimates
Management believes there have been no changes during the six months ended June 30, 2026 to the items that the Company disclosed as its critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes 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, which are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Any statements contained in this Quarterly Report on Form 10-Q, other than statements of historical fact, including statements about management’s beliefs and
31
expectations or that otherwise address events, or developments that CECO expects, believes, or anticipates will or may occur in the future, are forward-looking statements 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 in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding: the integration of Thermon Group Holdings, Inc. (“Thermon”), which was acquired by the Company on June 1, 2026; the anticipated benefits and synergies of the Thermon acquisition; descriptions of the combined company and its operations following the acquisition; and anticipated future performance. 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 “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and include, but are not limited to:
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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 SEC, we undertake no obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks, primarily changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. For the Company, these exposures are primarily related to changes in interest rates. We do not currently hold any derivatives or other financial instruments purely for trading or speculative purposes.
The carrying value of the Company’s total long-term debt at June 30, 2026 was $736.7 million. Market risk was estimated as the potential decrease (increase) in future earnings and cash flows resulting from a hypothetical 10% increase (decrease) in the Company’s estimated weighted average borrowing rate at June 30, 2026. Most of the interest on the Company’s debt is indexed to SOFR market rates. The estimated annual impact of a hypothetical 10% change in the estimated weighted average borrowing rate at June 30, 2026 is $3.0 million.
The Company has wholly-owned subsidiaries in several countries, including in the Netherlands, Canada, the People’s Republic of China, Mexico, United Kingdom, Singapore, India, United Arab Emirates, Germany, South Korea and Saudi Arabia. In the past, we have not hedged our foreign currency exposure, and fluctuations in exchange rates have not materially affected our operating results. Future changes in exchange rates may positively or negatively impact our revenues, operating expenses and earnings. Transaction (gains) losses included in “Other expense, net” line of the Condensed Consolidated Statements of Operations were $2.1 million and $(1.4) million for the three months ended June 30, 2026 and 2025, respectively, and $3.4 million and $(0.9) million for the six months ended June 30, 2026 and 2025, respectively.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due to certain material weaknesses in our internal control over financial reporting, as further described below.
Notwithstanding the conclusion by our CEO and CFO that our disclosure controls and procedures as of June 30, 2026 were not effective, and notwithstanding the material weaknesses in our internal control over financial reporting described below, our management believes that the consolidated financial statements and related financial information included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with U.S. GAAP.
Identification of Material Weaknesses
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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As previously reported, we have identified the following deficiencies in our control environment, control activities and monitoring activities that constitute material weaknesses, either individually or in the aggregate, which remain unremediated as of June 30, 2026:
These material weaknesses did not result in any material misstatement in our interim or audited financial statements or disclosures, and there were no changes required to any of our previously released interim or audited consolidated financial statements.
Management’s Plan for Remediation of the Material Weaknesses
We are committed to maintaining strong internal control over financial reporting. Management, with the oversight of the Audit Committee of the Board of Directors, is taking comprehensive actions to remediate the material weaknesses described above. Our remediation plan includes the following:
The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We believe the above measures will remediate the control deficiencies identified and strengthen our internal control over financial reporting. As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses, we may determine that additional measures or time are required to address the control deficiencies or that we need to modify or otherwise adjust the remediation measures described above. We will continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
Except for the identification of the material weaknesses above, there were no changes during the quarter ended June 30, 2026 in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The Company’s management, including its CEO and CFO, does not expect that its disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and
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operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 13 to the unaudited Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding legal proceedings in which the Company is involved.
ITEM 1A. RISK FACTORS
There have been no material changes in the Company’s risk factors that were disclosed in “Part I – Item 1A. Risk Factors” of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The Company continues to evaluate and integrate Thermon’s operations, systems, controls, and personnel, and the risks associated with the integration are consistent with those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about our purchases of the Company's equity securities for the three months ended June 30, 2026:
|
|
Issuer's Purchases of Equity Securities |
|
|||||||||||||
(in thousands, except per share data) |
|
Total Number of Shares Purchased(1) |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs |
|
||||
April 1, 2026 - April 30, 2026 |
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
||
May 1, 2026 - May 31, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
June 1, 2026 - June 30, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
(1) On May 10, 2022, the Board of Directors authorized a $20.0 million share repurchase program, which expired on April 30, 2025. See Note 9 to the unaudited Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding the Company's share repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(c)
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2026, no director or Section 16 officer of the Company
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ITEM 6. EXHIBITS
3.1 |
|
|
10.1 |
|
|
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|
|
31.1 |
|
Rule 13(a)/15d-14(a) Certification by Chief Executive Officer |
|
|
|
31.2 |
|
Rule 13(a)/15d-14(a) Certification by Chief Financial Officer |
|
|
|
32.1 |
|
Certification of Chief Executive Officer (18 U.S. Section 1350) |
|
|
|
32.2 |
|
Certification of Chief Financial Officer (18 U.S. Section 1350) |
|
|
|
101.INS |
|
Inline XBRL Instance Document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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 thereunto duly authorized.
CECO Environmental Corp. |
|
|
|
By: |
/s/ Kiril Kovachev |
|
Kiril Kovachev |
|
Chief Accounting Officer (principal accounting officer and duly authorized officer) |
Date: August 10, 2026
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