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8-K - 8-K - CECO ENVIRONMENTAL CORPcece-8k_20171108.htm

Exhibit 99.1

 

CECO Environmental Corp. Reports Third Quarter and Nine Months 2017 Results;

Deepening Market Downturn Negatively Impacted Results- Management Implementing Tangible Actions

 

 

DALLAS, Texas, November 8, 2017 -- CECO Environmental Corp. (Nasdaq: CECE), a leading global air quality and fluid handling company serving the energy, industrial and other niche markets, today reported its financial results for the third quarter and first nine months of 2017.  

 

Highlights of the Third Quarter 2017*

 

Revenue of $85.0 million, compared with $101.6 million

 

 

Gross profit of $27.1 million (31.9% margin), compared with $33.7 million (33.2% margin)

 

Non-GAAP gross profit of $27.3 million (32.1% margin) compared with $33.9 million (33.4% margin)

 

Operating income of $5.6 million compared with $10.5 million

 

Non-GAAP operating income of $5.3 million compared with $14.4 million  

 

Net income was $3.0 million, compared with $5.8 million

 

Non-GAAP net income of $1.2 million, compared with $8.2 million

 

Net income per diluted share was $0.09, compared with $0.17

 

 

Non-GAAP net income per diluted share of $0.03, compared with $0.24

 

 

Adjusted EBITDA of $6.9 million, compared with $16.2 million

 

 

Bookings of $71.0 million  

 

 

Backlog of $153.9 million

 

 

* All comparisons are versus the comparable prior-year period.

 

CECO’s Chief Executive Officer Dennis Sadlowski commented, “The third quarter of 2017 presented continued challenges, including soft volume throughout the quarter that led to disappointing results.  Our served energy markets are experiencing notable headwinds that we expect to continue into 2018.  However, even with soft power generation and refinery markets, we picked up key wins in those segments and our team remains committed to market share penetration.”

 

Mr. Sadlowski added, “We also concluded our strategic plan assessment and have made several decisions together with our Board to transform the business to win market share and create value.  We are implementing a restructuring program during the fourth quarter to reduce costs by approximately $5-7 million per annum, and refocusing our portfolio including exiting non-core and low critical mass products.  We also recently modified our debt covenants to allow for flexibility to invest in a tough market cycle.  Additionally, our Board agreed to suspend the current quarterly dividend so that cash can be used towards investment for growth in people, systems and customer focused product innovation.  While we are not pleased with our results and the current state of our core end-markets, we are committed to implementing the necessary steps to transform the Company to once again realize increasing profits and generating returns for all of our stakeholders.”

 

THIRD QUARTER RESULTS

 

Revenue in the third quarter of 2017 was $85.0 million, down 16.3% from $101.6 million in the prior-year period.

 

Operating income was $5.6 million for the third quarter of 2017 (6.6% margin), compared with $10.5 million in the prior-year period (10.3% margin).  Operating income on a non-GAAP basis was $5.3 million for the third quarter of 2017 (6.2% margin), compared with $14.4 million in the prior-year period (14.2% margin).

 

 


 

Net income was $3.0 million for the third quarter of 2017, compared with $5.8 million in the prior-year period.  Net income on a non-GAAP basis was $1.2 million for the third quarter of 2017, compared with $8.2 million in the prior-year period.

 

Net income per diluted share was $0.09 for the third quarter of 2017, compared with net income per diluted share of $0.17 in the prior-year period. Non-GAAP net income per diluted share was $0.03 for the third quarter of 2017, compared with $0.24 for the prior-year period.

 

Cash and cash equivalents were $24.6 million and bank debt was $119.5 million, as of September 30, 2017, compared with $45.8 million and $126.4 million, respectively, as of December 31, 2016.

 

BACKLOG AND BOOKINGS

 

Total backlog at September 30, 2017 was $153.9 million as compared with $197.0 million on December 31, 2016, and $219.3 million on September 30, 2016.  

 

Bookings were $71.0 million for the third quarter of 2017, compared with $96.2 million in the prior-year period.  Bookings were $242.2 million for the first nine months of 2017 compared with $325.1 million for the prior-year period.

 

YEAR-TO-DATE RESULTS

 

Revenue in the first nine months of 2017 was $271.5 million, down 14.4% from $317.0 million in the prior-year period.

 

Operating income was $16.2 million for the first nine months of 2017 (6.0% margin), compared with $24.9 million in the prior-year period (7.9% margin).  Operating income on a non-GAAP basis was $24.8 million for the first nine months of 2017 (9.1% margin), compared with $38.2 million in the prior-year period (12.1% margin).

 

Net income was $8.6 million for the first nine months of 2017, compared with $12.9 million in the prior-year period.  Net income on a non-GAAP basis was $11.2 million for the first nine months of 2017, compared with $21.5 million in the prior-year period.

 

Net income per diluted share was $0.25 for the first nine months of 2017, compared with net income per diluted share of $0.38 in the prior-year period. Non-GAAP net income per diluted share was $0.32 for the first nine months of 2017, compared with $0.63 for the prior-year period.

 

QUARTERLY DIVIDENDS

 

On November 6, 2017, CECO’s Board of Directors reviewed the Company’s dividend policy and determined that it would be in the best interest of the stockholders to discontinue quarterly cash dividends.

 

CONFERENCE CALL

 

A conference call is scheduled for today at 8:30 a.m. ET to discuss the third quarter 2017 results. The conference call may be accessed by dialing +1.877.407.3982 (Toll-Free) in the U.S. and Canada or by dialing +1.201.493.6780 for international calls.  A replay will be available from 11:30 a.m. ET on November 8, 2017 until November 22, 2017 at 11:59 p.m. ET. The replay may be accessed by dialing +1.844.512.2921 (Toll-Free) in the U.S. and Canada or by dialing +1.412.317.6671 for international calls and entering passcode 13672530.

  

 

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The live webcast and slides can also be accessed at https://www.cecoenviro.com/events-calendar.

 

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ABOUT CECO ENVIRONMENTAL

 

CECO Environmental is a global leader in air quality and fluid handling serving the energy, industrial and other niche markets through an attractive asset-light business model.  CECO provides innovative technology and application expertise that helps companies grow their businesses with safe, clean, and more efficient solutions to help protect our shared environment.  CECO serves both established and emerging industries in regions around the world working to improve air quality, optimize the energy value chain, and provide customized engineered solutions in multiple applications that include oil and gas, power generation, water and wastewater, battery production, poly silicon fabrication, chemical and petrochem processing, along with a wide range of others.  CECO targets its $5 billion+ of installed base, specifically to expand and grow a higher recurring revenue of aftermarket products and services. CECO is listed on Nasdaq under the ticker symbol “CECE.” For more information, please visit http://www.cecoenviro.com/.

 

Contact:

 

Matthew Eckl, Chief Financial Officer

800.333.5475

investor.relations@onececo.com

 

 

 

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CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(dollars in thousands, except per share data)

 

(unaudited)

SEPTEMBER 30,

2017

 

 

DECEMBER 31,

2016

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

24,567

 

 

$

45,824

 

Restricted cash

 

 

873

 

 

 

1,498

 

Accounts receivable, net

 

 

70,504

 

 

 

83,062

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

39,964

 

 

 

38,123

 

Inventories, net

 

 

21,750

 

 

 

21,487

 

Prepaid expenses and other current assets

 

 

12,984

 

 

 

13,560

 

Prepaid income taxes

 

 

1,300

 

 

 

1,590

 

Assets held for sale

 

 

8,001

 

 

 

7,834

 

Total current assets

 

 

179,943

 

 

 

212,978

 

Property, plant and equipment, net

 

 

24,667

 

 

 

27,270

 

Goodwill

 

 

171,239

 

 

 

170,153

 

Intangible assets-finite life, net

 

 

52,749

 

 

 

60,728

 

Intangible assets-indefinite life

 

 

22,381

 

 

 

22,042

 

Deferred charges and other assets

 

 

4,564

 

 

 

5,463

 

 

 

$

455,543

 

 

$

498,634

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of debt

 

$

9,645

 

 

$

8,827

 

Accounts payable and accrued expenses

 

 

77,655

 

 

 

95,610

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

21,038

 

 

 

35,085

 

Note payable

 

 

5,300

 

 

 

5,300

 

Income taxes payable

 

 

924

 

 

 

1,536

 

Total current liabilities

 

 

114,562

 

 

 

146,358

 

Other liabilities

 

 

23,873

 

 

 

34,864

 

Debt, less current portion

 

 

107,287

 

 

 

114,366

 

Deferred income tax liability, net

 

 

12,754

 

 

 

12,964

 

Total liabilities

 

 

258,476

 

 

 

308,552

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock, $.01 par value; 100,000,000 shares authorized, 34,699,316 and

   34,300,209 shares issued at September 30, 2017 and December 31, 2016, respectively

 

 

347

 

 

 

343

 

Capital in excess of par value

 

 

247,601

 

 

 

244,878

 

Accumulated loss

 

 

(41,079

)

 

 

(41,741

)

Accumulated other comprehensive loss

 

 

(9,446

)

 

 

(13,042

)

 

 

 

197,423

 

 

 

190,438

 

Less treasury stock, at cost, 137,920 shares at September 30, 2017 and December 31, 2016

 

 

(356

)

 

 

(356

)

Total shareholders’ equity

 

 

197,067

 

 

 

190,082

 

 

 

$

455,543

 

 

$

498,634

 

 

 

 

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CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

THREE MONTHS ENDED

SEPTEMBER 30,

 

 

NINE MONTHS ENDED

SEPTEMBER 30,

 

(dollars in thousands, except per share data)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net sales

 

$

84,987

 

 

$

101,596

 

 

$

271,508

 

 

$

317,029

 

Cost of sales

 

 

57,854

 

 

 

67,920

 

 

 

183,960

 

 

 

217,837

 

Gross profit

 

 

27,133

 

 

 

33,676

 

 

 

87,548

 

 

 

99,192

 

Selling and administrative expenses

 

 

21,958

 

 

 

19,549

 

 

 

66,690

 

 

 

60,625

 

Acquisition and integration expenses

 

 

 

 

 

163

 

 

 

 

 

 

524

 

Amortization and earn-out (income) expenses, net

 

 

(455

)

 

 

3,465

 

 

 

4,623

 

 

 

13,176

 

Income from operations

 

 

5,630

 

 

 

10,499

 

 

 

16,235

 

 

 

24,867

 

Other (expense) income, net

 

 

(110

)

 

 

14

 

 

 

141

 

 

 

395

 

Interest expense

 

 

(1,595

)

 

 

(1,913

)

 

 

(4,951

)

 

 

(5,995

)

Income before income taxes

 

 

3,925

 

 

 

8,600

 

 

 

11,425

 

 

 

19,267

 

Income tax expense

 

 

889

 

 

 

2,774

 

 

 

2,865

 

 

 

6,349

 

Net income

 

$

3,036

 

 

$

5,826

 

 

$

8,560

 

 

$

12,918

 

Net income (loss) attributable to noncontrolling interest

 

$

 

 

$

22

 

 

$

 

 

$

(36

)

Net income attributable to CECO Environmental Corp.

 

$

3,036

 

 

$

5,804

 

 

$

8,560

 

 

$

12,954

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.17

 

 

$

0.25

 

 

$

0.38

 

Diluted

 

$

0.09

 

 

$

0.17

 

 

$

0.25

 

 

$

0.38

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34,518,622

 

 

 

33,983,708

 

 

 

34,403,720

 

 

 

33,952,768

 

Diluted

 

 

34,621,883

 

 

 

34,354,687

 

 

 

34,665,053

 

 

 

34,211,067

 

 

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CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(dollars in millions)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Gross profit as reported in accordance with GAAP

 

$

27.1

 

 

$

33.7

 

 

$

87.5

 

 

$

99.2

 

Gross profit margin in accordance with GAAP

 

 

31.9

%

 

 

33.2

%

 

 

32.2

%

 

 

31.3

%

Legacy design repairs

 

 

 

 

 

 

 

 

2.0

 

 

 

 

Inventory valuation adjustment

 

 

 

 

 

 

 

 

 

 

 

0.1

 

Plant, property and equipment valuation adjustment

 

 

0.2

 

 

 

0.2

 

 

 

0.5

 

 

 

0.5

 

Non-GAAP gross profit

 

$

27.3

 

 

$

33.9

 

 

$

90.0

 

 

$

99.8

 

Non-GAAP gross profit margin

 

 

32.1

%

 

 

33.4

%

 

 

33.1

%

 

 

31.5

%

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(dollars in millions)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Operating income as reported in accordance with GAAP

 

$

5.6

 

 

$

10.5

 

 

$

16.2

 

 

$

24.9

 

Operating margin in accordance with GAAP

 

 

6.6

%

 

 

10.3

%

 

 

6.0

%

 

 

7.9

%

Legacy design repairs

 

 

 

 

 

 

 

 

2.0

 

 

 

 

Inventory valuation adjustment

 

 

 

 

 

 

 

 

 

 

 

0.1

 

Plant, property and equipment valuation adjustment

 

 

0.2

 

 

 

0.2

 

 

 

0.5

 

 

 

0.5

 

Gain on insurance settlement

 

 

 

 

 

 

 

 

 

 

 

(1.0

)

Acquisition and integration expenses

 

 

 

 

 

0.2

 

 

 

 

 

 

0.5

 

Amortization and earn-out (income) expenses, net

 

 

(0.5

)

 

 

3.5

 

 

 

4.6

 

 

 

13.2

 

Executive transition expenses

 

 

 

 

 

 

 

 

1.3

 

 

 

 

Facility exit expenses

 

 

 

 

 

 

 

 

0.2

 

 

 

 

Non-GAAP operating income

 

$

5.3

 

 

$

14.4

 

 

$

24.8

 

 

$

38.2

 

Non-GAAP operating margin

 

 

6.2

%

 

 

14.2

%

 

 

9.1

%

 

 

12.1

%

 

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Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(dollars in millions)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income as reported in accordance with GAAP

 

$

3.0

 

 

$

5.8

 

 

$

8.6

 

 

$

12.9

 

Legacy design repairs

 

 

 

 

 

 

 

 

2.0

 

 

 

 

Inventory valuation adjustment

 

 

 

 

 

 

 

 

 

 

 

0.1

 

Plant, property and equipment valuation adjustment

 

 

0.2

 

 

 

0.2

 

 

 

0.5

 

 

 

0.5

 

Gain on insurance settlement

 

 

 

 

 

 

 

 

 

 

 

(1.0

)

Acquisition and integration expenses

 

 

 

 

 

0.2

 

 

 

 

 

 

0.5

 

Amortization and earn-out (income) expenses, net

 

 

(0.5

)

 

 

3.5

 

 

 

4.6

 

 

 

13.2

 

Executive transition expenses

 

 

 

 

 

 

 

 

1.3

 

 

 

 

Facility exit expenses

 

 

 

 

 

 

 

 

0.2

 

 

 

 

Foreign currency remeasurement

 

 

(0.5

)

 

 

(0.2

)

 

 

(2.0

)

 

 

(0.6

)

Tax benefit of adjustments

 

 

(1.0

)

 

 

(1.3

)

 

 

(4.0

)

 

 

(4.1

)

Non-GAAP net income

 

$

1.2

 

 

$

8.2

 

 

$

11.2

 

 

$

21.5

 

Depreciation

 

 

1.0

 

 

 

1.2

 

 

 

3.0

 

 

 

3.4

 

Non-cash stock compensation (excluding executive transition costs)

 

 

0.6

 

 

 

0.6

 

 

 

1.8

 

 

 

1.7

 

Other (income) / expense

 

 

0.6

 

 

 

0.2

 

 

 

1.8

 

 

 

0.2

 

Gain on insurance settlement

 

 

 

 

 

 

 

 

 

 

 

1.0

 

Interest expense

 

 

1.6

 

 

 

1.9

 

 

 

5.0

 

 

 

6.0

 

Income tax expense

 

 

1.9

 

 

 

4.1

 

 

 

6.9

 

 

 

10.5

 

Adjusted EBITDA

 

$

6.9

 

 

$

16.2

 

 

$

29.7

 

 

$

44.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.17

 

 

$

0.25

 

 

$

0.38

 

Diluted

 

$

0.09

 

 

$

0.17

 

 

$

0.25

 

 

$

0.38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.03

 

 

$

0.24

 

 

$

0.33

 

 

$

0.63

 

Diluted

 

$

0.03

 

 

$

0.24

 

 

$

0.32

 

 

$

0.63

 

 

 

 

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NOTE REGARDING NON-GAAP FINANCIAL MEASURES

 

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

 

Non-GAAP gross profit, Non-GAAP operating income, non-GAAP net income, non-GAAP gross profit margin, non-GAAP operating margin, non-GAAP earnings per basic and diluted share and adjusted EBITDA, as we present them in the financial data included in this press release, have been adjusted to exclude the effects of expenses related to legacy design repairs, inventory valuation adjustments, property, plant and equipment valuation adjustments, gains from insurance settlements, acquisition and integration expense activities including retention, legal, accounting, banking, amortization and contingent earn-out expenses, foreign currency re-measurement, intangible asset impairment, legal reserves, executive transition expenses, facility exit expenses, other nonrecurring or infrequent items and the associated tax benefit of these items. Management believes that these items are not necessarily indicative of the Company’s ongoing operations and their exclusion provides individuals with additional information to 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 operating income, non-GAAP net income, non-GAAP gross profit margin, non-GAAP operating margin, non-GAAP earnings per basic and diluted share, adjusted EBITDA, adjusted EBITDA margin, adjusted free cash flow and adjusted net 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 titles 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 operating income, non-GAAP net income, non-GAAP gross profit margin, non-GAAP operating margin, non-GAAP earnings per basic and diluted share, adjusted EBITDA, adjusted EBITDA margin, adjusted free cash flow and adjusted net free cash flow stated in the tables above present the most directly comparable GAAP financial measure and reconcile to the most directly comparable GAAP financial measures.  Adjusted free cash flow and adjusted net free cash flow have limitations due to the fact that they do not represent the residual cash flow available for discretionary expenditures since they do not take into account debt service requirements or other non-discretionary expenditures that are not deducted from these measures.

  

 


 

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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 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. Words such as “estimate,” “believe,” “forecast”, “anticipate,” “expect,” “intend,” “plan,” “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) 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. These risks and uncertainties include, but are not limited to: our ability to successfully realize the expected benefits of our restructuring program; our ability to successfully integrate acquired businesses and realize the synergies from acquisitions, as well as a number of factors related to our business including economic and financial market conditions generally and economic conditions in CECO’s service areas; dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for contract revenue; fluctuations in operating results from period to period due to cyclicality or seasonality of the business; the effect of growth on CECO’s infrastructure, resources, and existing sales; the ability to expand operations in both new and existing markets; the potential for contract delay or cancellation; 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; the substantial amount of debt incurred in connection with our acquisitions and our ability to repay or refinance it or incur additional debt in the future; the impact of federal, state or local government regulations; economic and political conditions generally; and the effect of competition in the environmental, energy and fluid handling and filtration industries. These and other risks and uncertainties are discussed in more detail in CECO’s filings with the Securities and Exchange Commission, including our reports on Form 10-K and Form 10-Q. Many of these risks are beyond management’s ability to control or predict. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. Investors are cautioned not to place undue reliance on such forward-looking statements as they speak only to our views as of the date the statement is made. All forward-looking statements attributable to CECO or persons acting on behalf of CECO are expressly qualified in their entirety by the cautionary statements and risk factors contained in this press release and CECO’s respective filings with the Securities and Exchange Commission. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, CECO undertakes 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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