UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2012
CECO Environmental Corp.
(Exact Name of registrant as specified in its charter)
Delaware | 000-7099 | 13-2566064 | ||
(State or other jurisdiction of in corporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
4625 Red Bank Road Cincinnati, OH |
45227 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (513) 458-2600
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On May 10, 2012, CECO Environmental Corp. (the Company) issued a press release announcing its financial results for the three months ended March 31, 2012. A copy of the press release is furnished as Exhibit 99.1. to this report and is incorporated herein by reference.
The information in this Item 2.02, including the exhibits, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit |
Exhibit Title | |
99.1 | Press Release dated May 10, 2012. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 10, 2012 | CECO Environmental Corp. | |||||
By: | /s/ Benton L. Cook | |||||
Benton L. Cook | ||||||
Interim Chief Financial Officer |
3
Exhibit 99.1
NasdaqGM:CECE | NEWS RELEASE |
CECO ENVIRONMENTAL REPORTS
FIRST QUARTER 2012 RESULTS
Earnings per Share Increases 50% Year-over-Year
CINCINNATI, OHIO, May 10, 2012CECO Environmental Corp. (NasdaqGM:CECE), a leading global provider of air pollution control technology, systems and equipment, today announced first quarter results for the period ended March 31, 2012.
Financial highlights for the first quarter of 2012 compared to the first quarter of 2011 include:
Net sales were $33.0 million as compared to $36.0 million in the same period of 2011. The decline in revenues was a result of some customer project delays and previously communicated product portfolio improvements and divestitures;
Gross profit increased by 20%, to $10.2 million as compared to $8.5 million in 2011;
Gross margin increased to 30.9% compared to 23.6% for the same quarter in 2011;
Operating income increased to $3.7 million in 2012 as compared to $2.4 million in 2011, a 54% improvement;
Operating margin increased to 11.2% from 6.7% in 2011;
Net income increased to $2.0 million in 2012 as compared to net income of $1.3 million in 2011;
Net income per diluted share increased to $0.12 in 2012 as compared to $0.08 in 2011.
Bookings were $30.7 million compared to $33.3 million in 2011;
Cash and cash equivalents increased to $19.9 million compared to $12.7 as of December 31, 2011, with no bank debt; and
Backlog as of March 31, 2012 was $52.6 million compared to $54.9 million as of December 31, 2011 and $51.6 million as of March 31, 2011.
I am once again very pleased with our results for the quarter as CECO continued to achieve significant improvements in margins and profitability, commented CECOs Chief Executive Officer, Jeff Lang. We realized record gross and operating margins which was a direct result of our focus on operational excellence, improved product mix and enhanced sales pricing management. We are seeing positive activity from new and existing customers that we believe will allow CECO to continue to generate improving results for the remaining quarters of 2012.
CECO will host a conference call on Thursday, May 10, 2012 at 8:30 a.m. EDT to review its financial results for the quarter. Conferencing details are as follows:
Dial in number: International dial in number: Participant passcode:
Replay: International: Passcode: |
866-713-8562 617-597-5310 57024248
888-286-8010 617-801-6888 75362924 |
This call is being webcast by Thomson/CCBN and can be accessed at CECOs web site at www.cecoenviro.com.
The webcast is also being distributed through the Thomson StreetEvents Network. Individual investors can listen to the call at www.earnings.com, Thomsons individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson StreetEvents (www.streetevents.com), a password-protected event management site.
ABOUT CECO ENVIRONMENTAL
CECO Environmental is a leading global provider of air pollution control technology. Through its subsidiaries Busch International, CECO Filters, CECO Abatement Systems, Kirk & Blum, Effox-Flextor, Fisher-Klosterman/Buell, CECO China and A.V.C. Specialists CECO provides a wide spectrum of air quality products and services including engineered equipment, cyclones, scrubbers, dampers, diverters, RTOs, component parts and monitoring and management services. Industries served include refining, petro-chemical, power, aluminum, steel, automotive, chemical and large industrial processes. Revenue from engineered equipment technology is approximately 75% and 25% from parts, services and aftermarket. Global Growth, Operational Excellence, Margin Expansion, Safety, and Employee Development are CECOs core competencies and long term objectives.
For more information on CECO Environmental please visit the companys website at http://www.cecoenviro.com.
Contact:
Corporate Information
Jeff Lang, CECO Environmental Corp.
Email: investors@cecoenviro.com
1-800-333-5475
CECO ENVIRONMENTAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
THREE MONTHS ENDED MARCH 31, |
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Dollars in thousands, except per share data | 2012 | 2011 | ||||||
Net sales |
$ | 33,026 | $ | 35,956 | ||||
Cost of sales |
22,842 | 27,483 | ||||||
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Gross profit |
10,184 | 8,473 | ||||||
Selling and administrative |
6,341 | 5,947 | ||||||
Amortization |
96 | 111 | ||||||
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Income from operations |
3,747 | 2,415 | ||||||
Other expense, net |
(65 | ) | (27 | ) | ||||
Interest expense (including related party interest of $56 and $56, respectively) |
(271 | ) | (290 | ) | ||||
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Income from continuing operations before income taxes |
3,411 | 2,098 | ||||||
Income tax expense |
1,366 | 840 | ||||||
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Net income |
$ | 2,045 | $ | 1,258 | ||||
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Per share data: |
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Basic net income |
$ | 0.14 | $ | 0.09 | ||||
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Diluted net income |
$ | 0.12 | $ | 0.08 | ||||
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Weighted average number of common shares outstanding: |
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Basic |
14,527,371 | 14,313,851 | ||||||
Diluted |
17,128,134 | 17,093,235 |
CECO ENVIRONMENTAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
Dollars in thousands, except per share data | MARCH 31, 2012 |
DECEMBER 31, 2011 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 19,860 | $ | 12,724 | ||||
Accounts receivable, net |
20,268 | 23,109 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
6,274 | 10,643 | ||||||
Inventories, net |
4,558 | 4,344 | ||||||
Prepaid expenses and other current assets |
2,171 | 2,650 | ||||||
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Total current assets |
53,131 | 53,470 | ||||||
Property and equipment, net |
5,502 | 5,651 | ||||||
Goodwill |
14,741 | 14,661 | ||||||
Intangibles finite life, net |
432 | 526 | ||||||
Intangibles indefinite life |
3,226 | 3,218 | ||||||
Deferred income tax asset, net |
848 | 848 | ||||||
Deferred charges and other assets |
769 | 971 | ||||||
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$ | 78,649 | $ | 79,345 | |||||
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | 11,117 | $ | 13,569 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts |
9,038 | 9,647 | ||||||
Accrued income taxes |
807 | 393 | ||||||
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Total current liabilities |
20,962 | 23,609 | ||||||
Other liabilities |
3,160 | 3,146 | ||||||
Convertible subordinated notes (including related parties notes of $3,950 in 2012 and 2011) |
9,400 | 9,600 | ||||||
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Total liabilities |
33,522 | 36,355 | ||||||
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Shareholders equity: |
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Preferred stock, $.01 par value; 10,000 shares authorized, none issued |
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Common stock, $0.01 par value; 100,000,000 shares authorized, 14,714,951 and 14,654,262 shares issued in 2012 and 2011, respectively |
147 | 146 | ||||||
Capital in excess of par value |
44,656 | 44,249 | ||||||
Accumulated earnings |
2,834 | 1,301 | ||||||
Accumulated other comprehensive loss |
(2,154 | ) | (2,350 | ) | ||||
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45,483 | 43,346 | |||||||
Less treasury stock, at cost, 137,920 shares in 2012 and 2011, respectively |
(356 | ) | (356 | ) | ||||
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Total shareholders equity |
45,127 | 42,990 | ||||||
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$ | 78,649 | $ | 79,345 | |||||
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This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to certain risks, uncertainties and assumptions. These risks and uncertainties, which are more fully described in CECOs Annual and Quarterly Reports filed with the Securities and Exchange Commission, and include, but are not limited to: our dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding our estimates and our method of accounting for contract revenue; our history of losses and possibility of
further losses; fluctuations in operating results from period to period due to seasonality of our business; the effect of growth on our infrastructure, resources, and existing sales; our ability to expand our operations in both new and existing markets; the potential for contract delay or cancellation; the potential for fluctuations in prices for manufactured components and raw materials; the impact of federal, state or local government regulations; economic and political conditions generally; and the effect of competition in the air pollution control and industrial ventilation industry. 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. We caution investors that other factors might, in the future, prove to be important in affecting our results of operations. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Investors are further 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 by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.
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