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8-K - 8-K - CECO ENVIRONMENTAL CORPcece-8k_20161108.htm

Exhibit 99.1

 

 

CECO Environmental Corp. Reports Third Quarter and Nine Months 2016 Results;

Achieved Record Operating Income, Net Income and adjusted EBITDA

 

Third Quarter 2016 Highlights*

 

Revenue of $101.6 million, up 3.4%

 

 

Gross profit of $33.7 million, up 9.4%

 

Gross margin of 33.2%, up 180 basis points

 

Operating income of $10.5 million, non-GAAP operating income of $14.4 million

 

Net income of $5.8 million; non-GAAP net income of $8.2 million

 

 

Net income per diluted share of $0.17; non-GAAP net income per diluted share of $0.24

 

 

Adjusted EBITDA of $16.2 million, up 14.9%

 

 

Bookings of $96.2 million, up 8.3%

 

 

Backlog of $219.3 million, up 3.3%

 

 

Term debt repayment of $15.4 million

 

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

 

CINCINNATI, Ohio, November 8, 2016 -- CECO Environmental Corp. (Nasdaq: CECE), a leading global energy, environmental, and industrial technology company, today reported its financial results for the third quarter and first nine months of 2016.

 

CECO’s Chief Executive Officer Jeff Lang stated, “I am pleased with our operational progress, especially our gross and operating margin expansion as well as our working capital improvements, both year-over-year and sequentially. This allowed us to significantly pay down debt ahead of schedule. Our continued focus on sales, aftermarket recurring revenue growth, and working capital initiatives have enabled reduction in our overall leverage ratios.  We were expecting better revenues and bookings in the quarter, but were affected by the softer markets globally.  However, despite these headwinds, we delivered strong earnings and significant cash flow generation in the quarter and year-to-date”.

 

“While we anticipate some continuing macroeconomic headwinds in a few markets and regions for the remainder of the year and going into 2017, we are confident that the actions taken in 2016, coupled with our diversity of end markets, geographies and revenue streams, will provide a foundation to drive profitable growth through various cycles. The direction and core of our business is fundamentally strong, and we have the right team in place to deliver earnings growth, margin expansion and sales improvement into the future,” concluded Jeff Lang.

 

Revenue in the third quarter of 2016 was $101.6 million, up 3.4% from $98.2 million in the prior-year period. Recent acquisitions (1) contributed $11.3 million of incremental revenue in the third quarter of 2016.

 

Operating income was $10.5 million for the third quarter of 2016 (10.3% margin), compared with operating loss of $2.2 million in the prior-year period (negative 2.2% margin).  Operating income on a non-GAAP basis was $14.4 million for the third quarter of 2016 (14.2% margin), compared with $13.0 million in the prior-year period (13.2% margin).  

 

Net income was $5.8 million for the third quarter of 2016, compared with net loss of $4.8 million in the prior-year period.  Net income on a non-GAAP basis was $8.2 million for the third quarter of 2016, compared with $7.8 million in the prior-year period.

 

 

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Exhibit 99.1

 

Net income per diluted share was $0.17 for the third quarter of 2016, compared with net loss per diluted share of $0.17 in the prior-year period. Non-GAAP net income per diluted share was $0.24 for the third quarter of 2016, compared with $0.27 for the prior-year period.

 

Cash and cash equivalents were $41.8 million and bank debt was $133.4 million as of September 30, 2016, compared with $34.2 million and $177.3 million, respectively, as of December 31, 2015. We repaid $15.4 million of term debt in the third quarter of 2016 and $39.6 million in the nine months ended September 30, 2016.

 

BACKLOG AND BOOKINGS

Total backlog at September 30, 2016 was $219.3 million compared with $211.2 million on December 31, 2015 and $212.3 million on September 30, 2015.

 

Bookings were $96.2 million for the third quarter of 2016, compared with $88.8 million in the prior year, an increase of 8.3%.  Bookings were $325.1 for the first nine months of 2016 as compared with $257.2 for the prior-year period.

 

YEAR-TO-DATE RESULTS

Revenue in the first nine months of 2016 was $317.0 million, up 19.1% from $266.2 million in the prior-year period. Recent acquisitions(1) contributed $61.2 million of incremental revenue in the first nine months of 2016.

 

Operating income was $24.9 million for the first nine months of 2016 (7.9% margin), compared with $5.3 million in the prior-year period (2.0% margin).  Operating income on a non-GAAP basis was $38.2 million for the first nine months of 2016 (12.1% margin), compared with $32.8 million in the prior-year period (12.3% margin).

 

Net income was $12.9 million for the first nine months of 2016, compared with net loss of $2.5 million in the prior-year period.  Net income on a non-GAAP basis was $21.5 million for the first nine months of 2016, compared with $22.0 million in the prior-year period.

 

Net income per diluted share was $0.38 for the first nine months of 2016, compared with net loss of $0.09 in the prior-year period. Non-GAAP net income per diluted share was $0.63 for the first nine months of 2016, compared with $0.80 in the prior-year period.

 

QUARTERLY DIVIDENDS

On November 7, 2016, CECO’s Board of Directors approved a quarterly dividend of $0.066 per share.  The dividend will be paid on December 30, 2016 to all stockholders of record on close of business on December 16, 2016.  CECO initiated a Dividend Reinvestment Plan (“DRIP”) in 2012 that provides for the voluntary reinvestment of dividends by its stockholders.

 

CONFERENCE CALL

A conference call is scheduled for today at 10:30 a.m. ET to discuss the third quarter 2016 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 1:30 p.m. ET on November 8, 2016 until November 22, 2016 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 13648786.

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

-------------------------

 

(1)

Acquisitions completed within the past twelve months (PMFG).

 

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Exhibit 99.1

 

ABOUT CECO ENVIRONMENTAL

 

CECO is a diversified global provider of leading engineered technologies to the energy, environmental, and industrial segments, targeting specific niche-focused end markets through an attractive asset-light business model, strategically balanced across the world. CECO targets its $5 billion+ of installed base, specifically to expand and grow a higher recurring revenue of aftermarket products and services. CECO’s well respected brands, technologies and solutions have been evolving for well over 50 years to become leading-edge technologies in specific niche global end markets, including natural gas turbine power, refinery & petrochemical engineered cyclones and mid-stream energy pipeline gas transmission. CECO is listed on Nasdaq under the ticker symbol “CECE.” For more information, please visit http://www.cecoenviro.com/.

 

Contact:

 

Ed Prajzner, Chief Financial Officer & Secretary

800.333.5475

investor.relations@cecoenviro.com

 

 

 

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Exhibit 99.1

 

CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(dollars in thousands, except per share data)

 

(unaudited)

SEPTEMBER 30,

2016

 

 

DECEMBER 31,

2015

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

41,814

 

 

$

34,194

 

Restricted cash

 

 

1,427

 

 

 

5,319

 

Accounts receivable, net

 

 

83,359

 

 

 

97,778

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

38,370

 

 

 

43,175

 

Inventories, net

 

 

23,945

 

 

 

32,509

 

Prepaid expenses and other current assets

 

 

14,759

 

 

 

9,058

 

Prepaid income taxes

 

 

1,595

 

 

 

4,724

 

Assets held for sale

 

 

8,086

 

 

 

1,699

 

Total current assets

 

 

213,355

 

 

 

228,456

 

Property, plant and equipment, net

 

 

28,773

 

 

 

44,981

 

Goodwill

 

 

224,531

 

 

 

220,163

 

Intangible assets-finite life, net

 

 

63,976

 

 

 

74,957

 

Intangible assets-indefinite life

 

 

26,393

 

 

 

26,337

 

Deferred charges and other assets

 

 

4,930

 

 

 

3,925

 

 

 

$

561,958

 

 

$

598,819

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of debt

 

$

10,216

 

 

$

19,494

 

Accounts payable and accrued expenses

 

 

90,076

 

 

 

99,097

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

34,854

 

 

 

28,000

 

Note payable

 

 

5,300

 

 

 

 

Income taxes payable

 

 

4,236

 

 

 

1,582

 

Total current liabilities

 

 

144,682

 

 

 

148,173

 

Other liabilities

 

 

34,165

 

 

 

30,072

 

Debt, less current portion

 

 

123,231

 

 

 

157,834

 

Deferred income tax liability, net

 

 

15,416

 

 

 

17,719

 

Total liabilities

 

 

317,494

 

 

 

353,798

 

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, 34,148,585 and

   34,055,749 shares issued 2016 and 2015, respectively

 

 

341

 

 

 

340

 

Capital in excess of par value

 

 

244,316

 

 

 

243,274

 

Accumulated earnings

 

 

11,688

 

 

 

5,472

 

Accumulated other comprehensive loss

 

 

(11,525

)

 

 

(9,577

)

 

 

 

244,820

 

 

 

239,509

 

Less treasury stock, at cost, 137,920 shares in 2016 and 2015

 

 

(356

)

 

 

(356

)

Total CECO shareholders’ equity

 

 

244,464

 

 

 

239,153

 

Noncontrolling interest

 

 

-

 

 

 

5,868

 

Total shareholders’ equity

 

 

244,464

 

 

 

245,021

 

 

 

$

561,958

 

 

$

598,819

 

 

 

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Exhibit 99.1

 

 

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)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net sales

 

$

101,596

 

 

$

98,230

 

 

$

317,029

 

 

$

266,176

 

Cost of sales

 

 

67,920

 

 

 

67,435

 

 

 

217,837

 

 

 

187,778

 

Gross profit

 

 

33,676

 

 

 

30,795

 

 

 

99,192

 

 

 

78,398

 

Selling and administrative expenses

 

 

19,549

 

 

 

18,054

 

 

 

60,625

 

 

 

46,158

 

Acquisition and integration expenses

 

 

163

 

 

 

5,685

 

 

 

524

 

 

 

6,978

 

Amortization and earn-out expenses

 

 

3,465

 

 

 

9,250

 

 

 

13,176

 

 

 

19,989

 

Income (loss) from operations

 

 

10,499

 

 

 

(2,194

)

 

 

24,867

 

 

 

5,273

 

Other income (expense), net

 

 

14

 

 

 

(282

)

 

 

395

 

 

 

(1,456

)

Interest expense

 

 

(1,913

)

 

 

(1,711

)

 

 

(5,995

)

 

 

(3,845

)

Income (loss) before income taxes

 

 

8,600

 

 

 

(4,187

)

 

 

19,267

 

 

 

(28

)

Income tax expense

 

 

2,774

 

 

 

638

 

 

 

6,349

 

 

 

2,495

 

Net income (loss)

 

$

5,826

 

 

$

(4,825

)

 

$

12,918

 

 

$

(2,523

)

Plus (less) net income (loss) attributable to noncontrolling interest

 

$

22

 

 

$

 

 

$

(36

)

 

$

 

Net income (loss) attributable to CECO Environmental Corp.

 

$

5,804

 

 

$

(4,825

)

 

$

12,954

 

 

$

(2,523

)

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.17

 

 

$

(0.17

)

 

$

0.38

 

 

$

(0.09

)

Diluted

 

$

0.17

 

 

$

(0.17

)

 

$

0.38

 

 

$

(0.09

)

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

33,983,708

 

 

 

28,617,589

 

 

 

33,952,768

 

 

 

27,066,072

 

Diluted

 

 

34,354,687

 

 

 

28,617,589

 

 

 

34,211,067

 

 

 

27,066,072

 

 

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Exhibit 99.1

 

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)

2016

 

2015

 

2016

 

2015

 

Gross profit as reported in accordance with GAAP

$33.7

$30.8

$99.2

$78.4

Gross profit margin in accordance with GAAP

33.2%

31.4%

31.3%

29.5%

Inventory valuation adjustment

--

--

0.1

--

Plant, property and equipment valuation adjustment

0.2

0.2

0.5

0.5

 

 

 

 

 

Non-GAAP gross profit

$33.9

$31.0

$99.8

$78.9

Non-GAAP gross profit margin

33.4%

31.6%

31.5%

29.7%

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

(dollars in millions)

2016

 

2015

 

2016

 

2015

 

Operating income (loss) as reported in accordance with GAAP

$10.5

$(2.2)

$24.9

$5.3

Operating margin in accordance with GAAP

10.3%

(2.2%)

7.9%

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

5.7

0.5

7.0

Amortization and earn-out expenses

3.5

9.3

13.2

20.0

 

 

 

 

 

Non-GAAP operating income

$14.4

$13.0

$38.2

$32.8

Non-GAAP operating margin

14.2%

13.2%

12.1%

12.3%

 


 

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Exhibit 99.1

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

(dollars in millions)

2016

 

2015

 

2016

 

2015

 

Net income (loss) as reported in accordance with GAAP

$5.8

$(4.8)

$12.9

$(2.5)

Inventory valuation adjustment

--

--

0.1

--

Plant, property and equipment valuation adjustment

0.2

0.2

0.5

0.5

Acquisition and integration expenses

0.2

5.7

0.5

7.0

Amortization and earn-out expenses

3.5

9.3

13.2

20.0

Gain on insurance settlement

--

--

(1.0)

--

Deferred financing fee adjustment

--

0.3

--

0.3

Foreign currency remeasurement

(0.2)

(0.3)

(0.6)

1.8

Tax benefit of adjustments

(1.3)

(2.6)

(4.1)

(5.1)

 

 

 

 

 

Non-GAAP net income

$8.2

$7.8

$21.5

$22.0

                    Depreciation

1.2

0.7

3.4

2.0

                    Non-cash stock compensation

0.6

0.4

1.7

1.3

                    Other (income)/expense

0.2

0.6

0.2

(0.3)

                    Gain on insurance settlement

--

--

1.0

--

                    Interest expense

1.9

1.4

6.0

3.6

                    Income tax expense

4.1

3.2

10.5

7.6

 

 

 

 

 

Non-GAAP Adjusted EBITDA

$16.2

$14.1

$44.3

$36.2

 

Net income per share in accordance with GAAP:

 

 

 

 

Basic

$0.17

$(0.17)

$0.38

$(0.09)

 

 

 

 

 

Diluted

$0.17

$(0.17)

$0.38

$(0.09)

 

 

Non-GAAP net income per share:

 

 

 

 

Basic

$0.24

$0.27

$0.63

$0.82

 

 

 

 

 

Diluted

$0.24

$0.27

$0.63

$0.80

 

 

 

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Exhibit 99.1

 

NOTE REGARDING NON-GAAP FINANCIAL MEASURES

 

CECO is providing the non-GAAP historical financial measures 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 property, plant equipment valuation adjustments, acquisition and integration expense activities including retention, legal, accounting, banking, amortization and contingent earnout expenses, foreign currency re-measurement, intangible asset impairment, legal reserves, 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 shares and adjusted EBITDA 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.

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, non-GAAP gross margin, 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, stated in the tables above present the most directly comparable GAAP financial measure and reconcile to the most directly comparable GAAP financial measures.

 

 


 

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Exhibit 99.1

 

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,” “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 integrate acquired businesses and realize the synergies from acquisitions, including PMFG, 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 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; changes in or developments with respect to any litigation or investigation; the potential for fluctuations in prices for manufactured components and raw materials; the substantial amount of debt incurred in connection with our recent 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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