CECO Environmental Reports Third Quarter 2026 Results
| CECO ENVIRONMENTAL CORP. CONSOLIDATED BALANCE SHEETS | ||||||||
| (in thousands, except per share data) | September 30, 2026 | December 31, 2025 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 72,066 | $ | 33,144 | ||||
| Restricted cash | 1,630 | 83 | ||||||
| Accounts receivable, net of allowances of $7,583 and $9,866 | 415,494 | 172,909 | ||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | 144,735 | 115,614 | ||||||
| Inventories | 182,887 | 53,996 | ||||||
| Prepaid expenses and other current assets | 103,104 | 29,450 | ||||||
| Income tax receivable | 38,280 | 4,986 | ||||||
| Total current assets | 958,196 | 410,182 | ||||||
| Property, plant and equipment, net | 172,852 | 47,808 | ||||||
| Right-of-use assets from operating leases | 40,815 | 28,251 | ||||||
| Goodwill | 1,506,007 | 288,163 | ||||||
| Intangible assets – finite life, net | 985,553 | 96,966 | ||||||
| Intangible assets – indefinite life | 9,647 | 9,705 | ||||||
| Deferred income taxes | 1,008 | 449 | ||||||
| Deferred charges and other assets | 27,078 | 12,245 | ||||||
| Total assets | $ | 3,701,156 | $ | 893,769 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Current portion of debt | $ | 15,999 | $ | 1,879 | ||||
| Accounts payable | 205,858 | 117,848 | ||||||
| Accrued expenses | 130,529 | 57,639 | ||||||
| Billings in excess of costs and estimated earnings on uncompleted contracts | 388,132 | 123,726 | ||||||
| Income taxes payable | - | 4,738 | ||||||
| Total current liabilities | 740,518 | 305,830 | ||||||
| Other liabilities | 19,171 | 3,317 | ||||||
| Debt, less current portion | 583,321 | 210,559 | ||||||
| Deferred income tax liability, net | 236,389 | 27,920 | ||||||
| Operating lease liabilities | 32,981 | 22,961 | ||||||
| Total liabilities | 1,612,380 | 570,587 | ||||||
| Commitments and contingencies (See Note 13) | ||||||||
| Shareholders' equity: | ||||||||
| Preferred stock, $0.01 par value; 10,000 shares authorized, none issued | - | - | ||||||
| Common stock, $0.01 par value; 100,000,000 shares authorized, 58,613,676 and 35,644,537 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively | 585 | 355 | ||||||
| Capital in excess of par value | 2,071,507 | 269,453 | ||||||
| Retained earnings | 19,437 | 56,621 | ||||||
| Accumulated other comprehensive loss | (7,537 | ) | (8,901 | ) | ||||
| Total CECO shareholders' equity | 2,083,992 | 317,528 | ||||||
| Noncontrolling interest | 4,784 | 5,654 | ||||||
| Total shareholders' equity | 2,088,776 | 323,182 | ||||||
| Total liabilities and shareholders' equity | $ | 3,701,156 | $ | 893,769 | ||||
| CECO ENVIRONMENTAL CORP. CONSOLIDATED STATEMENTS OF INCOME (unaudited) | ||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| (in thousands, except share and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net sales | $ | 404,428 | $ | 197,599 | $ | 895,308 | $ | 559,687 | ||||||||
| Cost of sales | 274,328 | 133,020 | 614,820 | 365,838 | ||||||||||||
| Gross profit | 130,100 | 64,579 | 280,488 | 193,849 | ||||||||||||
| Selling and administrative expense | 91,241 | 47,034 | 201,223 | 149,393 | ||||||||||||
| Amortization expense | 15,316 | 6,144 | 27,108 | 12,177 | ||||||||||||
| Acquisition and integration expense | 12,430 | 252 | 68,172 | 8,427 | ||||||||||||
| Loss (gain) on sale of Global Pump Solutions business | - | 801 | - | (63,701 | ) | |||||||||||
| Other operating expense (income) | 597 | 948 | 4,771 | (1,778 | ) | |||||||||||
| Income (loss) from operations | 10,516 | 9,400 | (20,786 | ) | 89,331 | |||||||||||
| Other loss | 2,391 | 2,056 | 6,082 | 1,196 | ||||||||||||
| Interest expense | 11,060 | 5,054 | 24,392 | 16,169 | ||||||||||||
| (Loss) income before income taxes | (2,935 | ) | 2,290 | (51,260 | ) | 71,966 | ||||||||||
| Income tax (benefit) expense | (1,023 | ) | 483 | (14,612 | ) | 23,610 | ||||||||||
| Net (loss) income | (1,912 | ) | 1,807 | (36,648 | ) | 48,356 | ||||||||||
| Noncontrolling interest | 106 | 308 | 536 | 1,363 | ||||||||||||
| Net (loss) income attributable to CECO Environmental Corp. | $ | (2,018 | ) | $ | 1,499 | $ | (37,184 | ) | $ | 46,993 | ||||||
| (Loss) earnings per share: | ||||||||||||||||
| Basic | $ | (0.03 | ) | $ | 0.04 | $ | (0.81 | ) | $ | 1.33 | ||||||
| Diluted | $ | (0.03 | ) | $ | 0.04 | $ | (0.81 | ) | $ | 1.29 | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic | 58,553,982 | 35,359,969 | 45,935,515 | 35,225,740 | ||||||||||||
| Diluted | 58,553,982 | 36,396,693 | 45,935,515 | 36,549,130 | ||||||||||||
| CECO ENVIRONMENTAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| Nine months ended September 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | (36,648 | ) | $ | 48,356 | |||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 41,509 | 18,726 | ||||||
| Unrealized foreign currency loss (gain) | 1,755 | (2,219 | ) | |||||
| Intangible asset impairment | 1,927 | - | ||||||
| Inventory fair value adjustment | 26,237 | - | ||||||
| Gain on sale of Global Pump Solutions business | - | (63,701 | ) | |||||
| Fair value adjustment to earnout liabilities | - | (7,403 | ) | |||||
| Loss on sale of property and equipment | 78 | 46 | ||||||
| Debt discount amortization | 1,006 | 631 | ||||||
| Share-based compensation expense | 19,245 | 9,507 | ||||||
| (Benefit) provision for credit loss | (3,023 | ) | 209 | |||||
| Inventory obsolescence expense | 1,333 | (132 | ) | |||||
| Deferred income tax benefit | 1,856 | 6,322 | ||||||
| Changes in operating assets and liabilities, net of acquisitions and divestiture: | ||||||||
| Accounts receivable | (134,362 | ) | 5,822 | |||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | (829 | ) | (38,605 | ) | ||||
| Inventories | 2,899 | (6,477 | ) | |||||
| Prepaid expense and other current assets | (96,027 | ) | (15,302 | ) | ||||
| Deferred charges and other assets | (4,079 | ) | (5,597 | ) | ||||
| Accounts payable | 50,183 | 15,834 | ||||||
| Accrued expenses | (7,339 | ) | 15,970 | |||||
| Billings in excess of costs and estimated earnings on uncompleted contracts | 256,488 | 21,193 | ||||||
| Income taxes payable | (6,970 | ) | (4,142 | ) | ||||
| Other liabilities | 6,159 | (3,139 | ) | |||||
| Net cash provided by (used in) operating activities | 121,398 | (4,100 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Acquisitions of property and equipment | (12,863 | ) | (8,673 | ) | ||||
| Net cash proceeds for sale of Global Pump Solutions business | - | 107,808 | ||||||
| Cash paid for acquisitions, net of cash acquired | (437,971 | ) | (97,615 | ) | ||||
| Net cash (used in) provided by investing activities | (450,834 | ) | 1,520 | |||||
| Cash flows from financing activities: | ||||||||
| Borrowings on revolving credit lines | 384,700 | 185,800 | ||||||
| Repayments on revolving credit lines | (221,800 | ) | (183,700 | ) | ||||
| Borrowings on long-term debt | 235,000 | - | ||||||
| Repayments on long-term debt | (4,335 | ) | (1,230 | ) | ||||
| Payments on finance leases and financing liability | - | (643 | ) | |||||
| Deferred financing fees paid | (7,664 | ) | - | |||||
| Deferred consideration paid for acquisitions | - | (2,787 | ) | |||||
| Equity awards surrendered by employees for tax liability, net of proceeds from employee stock purchase plan and exercise of stock options | (11,862 | ) | 930 | |||||
| Noncontrolling interest distributions | (1,405 | ) | (1,204 | ) | ||||
| Net cash provided by (used in) financing activities | 372,634 | (2,834 | ) | |||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,728 | ) | 86 | |||||
| Net increase in cash, cash equivalents and restricted cash | 40,469 | (5,328 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 33,227 | 38,201 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 73,696 | $ | 32,873 | ||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 23,393 | $ | 15,861 | ||||
| Income taxes | $ | 20,898 | $ | 22,424 | ||||
| CECO ENVIRONMENTAL CORP. RECONCILIATION OF GAAP TO NON-GAAP MEASURES | ||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| (in millions, except share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net (loss) income as reported in accordance with GAAP | $ | (2.0 | ) | $ | 1.5 | $ | (37.2 | ) | $ | 47.0 | ||||||
| Amortization expense | 15.3 | 6.1 | 27.1 | 12.2 | ||||||||||||
| Acquisition and integration expenses | 12.4 | 0.3 | 68.2 | 8.4 | ||||||||||||
| Loss (gain) on sale of Global Pump Solutions business | - | 0.8 | - | (63.7 | ) | |||||||||||
| Other expense (income)1 | 17.3 | 0.9 | 31.0 | (1.8 | ) | |||||||||||
| Foreign currency remeasurement | 2.4 | 2.0 | 6.0 | 1.2 | ||||||||||||
| Tax (benefit) expense of adjustments | (11.1 | ) | (2.3 | ) | (25.4 | ) | 18.3 | |||||||||
| Non-GAAP net income | $ | 34.3 | $ | 9.3 | $ | 69.6 | $ | 21.6 | ||||||||
| Depreciation | 8.1 | 2.3 | 14.4 | 6.5 | ||||||||||||
| Non-cash stock compensation | 6.4 | 3.3 | 10.7 | 9.5 | ||||||||||||
| Other (income) / expense | 0.1 | 0.1 | 0.2 | - | ||||||||||||
| Interest expense | 11.1 | 5.1 | 24.4 | 16.2 | ||||||||||||
| Income tax expense | 10.1 | 2.8 | 10.8 | 5.3 | ||||||||||||
| Noncontrolling interest | 0.1 | 0.3 | 0.5 | 1.4 | ||||||||||||
| Adjusted EBITDA | $ | 70.1 | $ | 23.2 | $ | 130.6 | $ | 60.5 | ||||||||
| Earnings per share: | ||||||||||||||||
| Basic | $ | (0.03 | ) | $ | 0.04 | $ | (0.81 | ) | $ | 1.33 | ||||||
| Diluted | $ | (0.03 | ) | $ | 0.04 | $ | (0.81 | ) | $ | 1.29 | ||||||
| Non-GAAP net income per share: | ||||||||||||||||
| Basic | $ | 0.60 | $ | 0.26 | $ | 1.52 | $ | 0.61 | ||||||||
| Diluted | $ | 0.60 | $ | 0.26 | $ | 1.52 | $ | 0.59 |
(1) includes $9.5 million related to the purchase accounting inventory valuation adjustment
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Gross profit as reported in accordance with GAAP | $ | 130.1 | $ | 64.6 | $ | 280.5 | $ | 193.9 | ||||||||
| Inventory valuation adjustment | 16.7 | - | 26.2 | - | ||||||||||||
| Non-GAAP gross profit | $ | 146.8 | $ | 64.6 | $ | 306.7 | $ | 193.9 | ||||||||
| Gross profit margin in accordance with GAAP | 32.2 | % | 32.7 | % | 31.3 | % | 34.6 | % | ||||||||
| Non-GAAP gross profit margin | 36.3 | % | 32.7 | % | 34.3 | % | 34.6 | % | ||||||||
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||
| Net cash provided by (used in) operating activities | $ | 153.8 | $ | 15.3 | $ | 121.4 | $ | (4.1 | ) | ||||||
| Assumed liability for transaction costs incurred by Thermon as part of the acquisition but paid by the Company post-acquisition | $ | - | $ | - | $ | 34.3 | $ | - | |||||||
| Thermon acquisition and integration costs | $ | 6.0 | $ | - | $ | 37.9 | $ | - | |||||||
| Cash paid for taxes on Global Pump Solutions divestiture gain | $ | - | $ | 7.9 | $ | 11.3 | $ | 13.7 | |||||||
| Adjustments to operating cash flow | $ | 6.0 | $ | 7.9 | $ | 83.5 | $ | 13.7 | |||||||
| Net cash provided by (used in) operating activities, as adjusted | $ | 159.8 | $ | 23.2 | $ | 204.9 | $ | 9.6 | |||||||
| Acquisitions of property and equipment | $ | (5.4 | ) | $ | (4.2 | ) | $ | (12.9 | ) | $ | (8.7 | ) | |||
| Free Cash Flow | $ | 148.4 | $ | 11.1 | $ | 108.5 | $ | (12.8 | ) | ||||||
| Adjusted Free Cash Flow | $ | 154.4 | $ | 19.0 | $ | 192.0 | $ | 0.9 | |||||||
NOTE REGARDING NON-GAAP FINANCIAL MEASURES
CECO is providing certain non-GAAP historical financial measures as presented above as we believe that these figures are useful to investors and management in evaluating the Company's ongoing financial performance, and we believe that they provide greater transparency to investors as supplemental information to its GAAP results. A "non-GAAP financial measure" is a numerical measure of a company's historical or future financial performance, financial position, or cash flows that includes or excludes amounts from the most directly comparable measure calculated and presented in accordance with GAAP.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP net income, non-GAAP operating margin, non-GAAP basic and diluted earnings per share, Adjusted EBITDA, free cash flow, and adjusted free cash flow as presented in the financial data included in this press release, have been adjusted to exclude the effects of acquisition and integration expenses; divestiture gains and expenses; amortization expenses for acquisition-related intangible assets; earn-out expenses (income); restructuring expenses; executive transition expenses; asbestos and other legal matter expenses; foreign currency remeasurement; and the associated tax benefit or cost of these items. Management believes that these items are not necessarily indicative of the Company's ongoing operations and their exclusion provides individuals with additional information to better compare the Company's results over multiple periods. Management utilizes this information to evaluate its ongoing financial performance. Our financial statements may continue to be affected by items similar to those excluded in the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP financial measures should not be construed as an inference that all such costs are unusual or infrequent.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP net income, non-GAAP operating margin, Adjusted EBITDA, free cash flow, and adjusted free cash flow are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of CECO's results as reported under GAAP. Additionally, CECO cautions investors that non-GAAP financial measures used by the Company may not be comparable to similarly titled measures of other companies.
In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP net income, non-GAAP operating margin, non-GAAP basic and diluted earnings per share, Adjusted EBITDA, free cash flow, and adjusted free cash flow stated in the tables above are reconciled to the most directly comparable GAAP financial measures.
Forward-looking non-GAAP financial measures, including Adjusted EBITDA and free cash flow included in the Company's 2026 and 2027 outlook, were not reconciled to the comparable GAAP financial measures because the reconciliation could not be performed without unreasonable efforts. The GAAP measures are not accessible on a forward-looking basis because we are currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures for these periods but would not impact the non-GAAP measures. Such items may include acquisition and integration expenses; divestiture gains and expenses; amortization expenses for acquisition-related intangible assets; earn-out expenses (income); restructuring expenses; executive transition expenses; asbestos and other legal matter expenses; foreign currency remeasurement; and the associated tax benefit or cost of these items.
SAFE HARBOR
Any statements contained in this Press Release, other than statements of historical fact, including statements about management's beliefs and expectations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, and are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995, 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 Press Release include, but are not limited to, statements regarding our full year 2026 guidance and our full year 2027 outlook; expected revenue, margins, Adjusted EBITDA, earnings, cash flow, orders and backlog conversion, our sales pipeline, future customer demand, and project activity; the integration of Thermon Group Holdings, Inc. (“Thermon”), which the Company acquired on June 1, 2026; the anticipated benefits and synergies of the Thermon acquisition and the timing of their realization; and our strategic, operational and financial objectives.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Potential risks and uncertainties, among others, that could cause actual results to differ materially are discussed under“Part I – Item 1A. Risk Factors” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and under“Part II – Item 1A. Risk Factors” of the Company's Quarterly Reports on Form 10-Q, including the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, and include, but are not limited to: the ability to successfully integrate the Thermon business with the Company's existing operations; risks that the integration of Thermon may divert management's attention from ongoing business operations and result in substantial integration and transaction-related costs; the ability of the combined company to retain customers and key personnel, hire qualified personnel and maintain relationships with its suppliers and customers following the Thermon acquisition, and the resulting effects on the combined company's operating results and business generally; the risk that problems may arise in successfully integrating the Thermon business, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve the synergies anticipated from the Thermon acquisition or that it may take longer than expected to achieve those synergies; risks associated with the preliminary purchase accounting for the Thermon acquisition, including changes resulting from the finalization of the purchase price allocation and the resulting effects on goodwill, intangible assets, amortization expense and other financial statement amounts; dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for revenue; the concentration of our orders and backlog in large-scale power generation projects and the level of demand in the end markets we serve; our ability to convert backlog into revenue, including the timing of project execution and the right of customers to cancel or delay orders; the effect of growth on our infrastructure, resources and existing sales; the ability to expand operations in both new and existing markets; the potential for contract delay or cancellation as a result of ongoing or worsening supply chain challenges, or other customer-driven project delays relating to supply chain challenges or other customer considerations, including those related to the conflict in the Middle East; liabilities arising from faulty services or products that could result in significant professional or product liability, warranty or other claims; changes in or developments with respect to any litigation or investigation; failure to meet timely completion or performance standards that could result in higher cost and reduced profits or, in some cases, losses on projects; the potential for fluctuations in prices for manufactured components and raw materials, including as a result of tariffs and surcharges, and rising energy costs; inflationary pressures relating to rising raw material costs and the cost of labor; the substantial amount of debt incurred in connection with the Thermon acquisition and other strategic transactions, including borrowings under our senior secured credit facility, and our ability to service, repay or refinance that debt or incur additional debt in the future; changes in interest rates, our ability to comply with the financial and other restrictive covenants under our senior secured credit facility, and our ability to maintain sufficient borrowing availability thereunder; our ability to generate cash flow from operations and to manage working capital, including customer advance payments, progress billings and the timing of customer collections; fluctuations in foreign currency exchange rates; the impact of federal, state or local government regulations, including with respect to tax policy; our ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any; our ability to successfully realize the expected benefits of our restructuring program; economic and political conditions generally; our ability to optimize our business portfolio by identifying acquisition targets, executing upon any strategic acquisitions or divestitures, integrating acquired businesses and realizing the synergies from strategic transactions; the unpredictability and severity of catastrophic events, including cybersecurity threats, acts of terrorism, outbreaks of war or hostilities or public health crises, as well as management's response to any of the aforementioned factors; and our ability to remediate our material weaknesses, or any other material weakness that we may identify in the future, that could result in material misstatements in our financial statements.
Many of these risks are beyond management's ability to control or predict. Should one or more of these risks or uncertainties materialize, or should any related assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. Investors are cautioned not to place undue reliance on such forward-looking statements as they speak only to our views as of the date the statement is made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.

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