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PRE-MKT · 07:20 ET
Market ClerkRecap
Thu Oct 22 · pre-market2 signals on Oct 21108 insider buys this week · $250.3MCIRO short report next: Oct 31The week ahead

CECO

CECO ENVIRONMENTAL CORP
NASDAQ · INDUSTRIALS · INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFING EQUIP
58.25
−0.44 −0.75%
USD · close Oct 21
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35
FLAG · shorts 35
Insiders, 90 days
0
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buys / sells · latest disclosed Sep 10
Big money
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Calls on record
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nobody we score has called it yet
MKT CAP $3.4BP/E —DIV YIELD —FCF YIELD -0.63%REV TTM $903.2M +37.6%NET INCOME −$30.6M −158.3%NET DEBT $666.6M52W 47.44 – 99.67SEC XBRL · TTM TO Invalid Date

How CECO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
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New in FY2025

  • P roperties The Company has 51 principal operating facilities across 13 states and 10 countries.
  • Information on the number and location of principal operating facilities by segment was as follows as of December 31, 2025: Location of Facilities Segment Owned Leased States Countries Engineered Systems Segment Arizona, California, Colorado, Connecticut, Florida, New York, Ohio, Oklahoma, Pennsylvania, Texas, Utah Canada, China, India, Netherlands, Republic of Korea, United Arab Emirates, United Kingdom, United States Industrial Process Solutions Segment — California, Michigan, New York, North Carolina, Ohio, Tennessee Germany, Singapore, United Kingdom, United States Corporate — Ohio, Texas United States Item 3.
  • Market for Registrant’s Common Equity, Related S tockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on The Nasdaq Global Select Market under the symbol “CECO.” Performance Graph The following graph sets forth the cumulative total return to CECO’s stockholders during the five years ended December 31, 2025, as well as the following indices: Russell 2000 Index, Standard and Poor’s (“S&P”) 600 Small Cap Industrial Machinery Index, and S&P 500 Index.
  • The following graph assumes $100 was invested on December 31, 2020, including the reinvestment of dividends, in each category.
  • Holders The approximate number of registered stockholders of record of our common stock as of February 18, 2026 was 230, although there is a larger number of beneficial owners.
  • Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information about our purchases of our equity securities for the quarter ended December 31, 2025.
  • Issuer's Purchases of Equity Securities Period (amounts 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 October 1, 2025 - October 31, 2025 — $ — — $ — November 1, 2025 - November 30, 2025 — — — — December 1, 2025 - December 31, 2025 — — — — Total — $ — — (1) On May 10, 2022, the Board of Directors authorized a $20.0 million share repurchase program as described within Note 9 to the Consolidated Financial Statements.
  • Overview Business Overview CECO is an environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally by providing innovative technology and application expertise.
  • We supply product offerings throughout the entire natural gas value chain and believe expansion will drive growth within our Engineered Systems segment for our gas separation & filtration, pressure products, acoustical equipment , water treatment solutions and DeNOx selective catalytic reduction ("SCR") systems for natural-gas-fired power plants.
  • Increases in global natural gas, installed miles of new pipeline, including future CO2 and hydrogen pipelines, and liquified natural gas demand and supply all stand to drive the need for our products.
  • 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 geopolitical tariff considerations.
  • 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 tariffs, our business and results could be adversely affected by further policy developments.
  • We could experience shortages of raw materials and additional 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 affected.
  • Recent Developments Proposed Transaction with Thermon Group Holdings, Inc.
  • 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 CECO will acquire Thermon in a cash and stock transaction.
  • The acquisition will be effected pursuant to a two-step merger transaction as contemplated by the Merger Agreement (the “Merger”).
  • The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among others, approval by the Company’s stockholders and Thermon’s stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the effectiveness of a registration statement on Form S-4 to be filed by the Company, and other customary regulatory approvals and conditions.
  • We expect to fund any cash portion of the Merger Consideration and related transaction costs with available cash and borrowings under our existing and/or committed credit facilities.
  • We expect to incur significant costs in connection with the transaction, including legal, accounting, financial advisory and other expenses, and additional costs may be incurred in connection with integration planning and execution.
  • For a description of risks related to the proposed transaction, see "Part I—Item 1A.
  • Risk Factors—Risks Related to the Proposed Transaction with Thermon Group Holdings, Inc." and for additional details regarding the proposed transaction, see Note 17 to the Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K.
  • We have excellent collaboration between our segments and our centralized service teams ensuring optimal efficiency and alignment on growth and improvement initiatives.
  • Our reportable segments are: • Engineered Systems segment: Our Engineered Systems segment serves the power generation, hydrocarbon transport and processing, water/wastewater treatment, oily water separation and treatment, marine and naval, and natural gas and natural gas liquids infrastructure, treatment and transport sectors.
  • We seek to address the global demand for contaminant removal and environmental 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 segment: Our Industrial Process Solutions segment serves the broad industrial sector with solutions for contamination control, exhaust air treatment, VOC abatement, process filtration and fluid handling in applications such as aluminum beverage can production, vehicle production, food and beverage processing, semiconductor fabrication, electronics production, steel and aluminum processing, engineered wood products manufacturing, chemical processing, general manufacturing and machining, coating and surface treatment, battery production and recycling, and wind and solar power components manufacturing end markets.
  • We assist our 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.
  • As material cost inflation occurs, we seek to pass this cost onto our customers as price increases.
  • We believe these non-GAAP measures are useful to investors and management in evaluating the Company's ongoing financial performance, and the Company believes they provide greater transparency to investors as supplemental information to its GAAP results.
  • The Company has provided the non-GAAP financial measures including non-GAAP operating income, non-GAAP operating margin, and non-GAAP net income as a result of adjustments for items that the Company believes are not indicative of its ongoing operations.
  • These items include charges 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.
  • Results of Operations Consolidated Results Our consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 are as follows: Year ended December 31, (in millions) 2025 2024 2023 Net sales $ 774.4 $ 557.9 $ 544.8 Cost of goods sold 505.2 361.8 373.8 Gross profit $ 269.2 $ 196.1 $ 171.0 Percent of sales 34.8 % 35.1 % 31.4 % Selling and administrative expenses $ 200.8 $ 146.7 $ 122.9 Percent of sales 25.9 % 26.3 % 22.6 % Amortization expenses $ 16.1 $ 8.7 $ 7.4 Acquisition and integration expenses 9.5 4.2 2.5 Gain on sale of Global Pump Solutions business (63.7 ) — — Other operating expense 0.6 1.0 3.6 Operating income $ 105.9 $ 35.5 $ 34.6 Percent of sales 13.7 % 6.3 % 6.4 % Other expense (income) $ 2.1 $ 4.7 $ (0.4 ) Interest expense 20.9 13.0 13.4 Income before income taxes $ 82.9 $ 17.7 $ 21.5 Income tax expense 29.7 3.3 7.0 Net income $ 53.2 $ 14.4 $ 14.5 Noncontrolling interest 3.1 1.5 1.6 Net income attributable to CECO Environmental Corp. $ 50.1 $ 13.0 $ 12.9 Non-GAAP Measures To compare operating performance between the years ended December 31, 2025, 2024 and 2023 the Company has adjusted GAAP operating 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, and (4) other non-recurring expenses, including fair value adjustment of earn-out liabilities from the acquisitions of WK Group, restructuring expenses primarily relating to severance, facility exits, and associated legal expenses, asbestos litigation expenses relating to future settlement payments, and third party professional consulting fees associated with Enterprise Resource Planning system implementations.
  • Year ended December 31, (in millions) 2025 2024 2023 Operating income as reported in accordance with GAAP $ 105.9 $ 35.5 $ 34.6 Operating margin in accordance with GAAP 13.7 % 6.3 % 6.4 % Amortization expenses 16.1 8.7 7.4 Acquisition and integration expenses 9.5 4.2 2.5 Gain on sale of Global Pump Solutions business (63.7 ) — — Other operating expense 0.6 1.0 3.6 Non-GAAP operating income $ 68.4 $ 49.4 $ 48.1 Non-GAAP operating margin 8.8 % 8.9 % 8.8 % Year ended December 31, (in millions) 2025 2024 2023 Net income as reported in accordance with GAAP $ 50.1 $ 13.0 $ 12.9 Net income as a percentage of sales 6.5 % 2.3 % 2.4 % Amortization expenses $ 16.1 $ 8.7 $ 7.4 Acquisition and integration expenses 9.5 4.2 2.5 Gain on sale of Global Pump Solutions business (63.7 ) — — Other operating expense 0.6 1.0 3.6 Foreign currency remeasurement 2.3 4.3 (1.0 ) Tax expense (benefit) of adjustments 17.7 (4.6 ) 1.2 Non-GAAP net income $ 32.6 $ 26.7 $ 26.6 Non-GAAP net income as a percentage of sales 4.2 % 4.8 % 4.9 % Comparison of the years ended December 31, 2025 and 2024 Consolidated net sales in 2025 were $774.4 million compared with $557.9 million in 2024, an increase of $216.5 million or 38.8%.
  • The increase was primarily driven by the Company’s Engineered Systems segment.

and 446 more.

Gone since FY2024

  • P roperties The Company has 41 principal operating facilities across 12 states and 10 countries.
  • Information on the number and location of principal operating facilities by segment was as follows as of December 31, 2024.
  • Location of Facilities Segment Owned Leased States Countries Engineered Systems Segment Arizona, California, Connecticut, Florida, New York, Ohio, Texas United States, The Netherlands, Canada, India, United Arab Emirates, Singapore, United Kingdom, People's Republic of China, South Korea Industrial Process Solutions Segment California, Indiana, Michigan, North Carolina, Ohio, Pennsylvania, Tennessee United States, United Kingdom, The Netherlands, Germany, People's Republic of China, Singapore, India Corporate — Ohio, Texas United States Item 3.
  • Market for Registrant’s Common Equity, Related S tockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on The Nasdaq Global Select Market under the symbol “CECO.” Performance Graph The following graph sets forth the cumulative total return to CECO’s stockholders during the five years ended December 31, 2024, as well as the following indices: Russell 2000 Index, Standard and Poor’s (“S&P”) 600 Small Cap Industrial Machinery Index, and S&P 500 Index.
  • The following graph assumes $100 was invested on December 31, 2019, including the reinvestment of dividends, in each category.
  • Holders The approximate number of registered stockholders of record of our common stock as of February 13, 2025 was 237, although there is a larger number of beneficial owners.
  • Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information about our purchases of our equity securities for the quarter ended December 31, 2024.
  • Issuer's Purchases of Equity Securities Period (amounts 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 October 1, 2024 - October 31, 2024 — $ — — $ 8,000 November 1, 2024 - November 30, 2024 — — — 8,000 December 1, 2024 - December 31, 2024 — — — 8,000 Total — $ — — (1) On May 10, 2022, the Board of Directors authorized a $20.0 million share repurchase program as described within Note 9 to the Consolidated Financial Statements.
  • Overview Business Overview CECO is a leading environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally by providing innovative technology and application expertise.
  • In 2024 and the first quarter of 2025, we disclosed multiple transactions that strategically align with the Company’s portfolio management strategy and vision.
  • These transactions include the acquisition of Profire Energy ("Profire") and the intended divestiture of the Company’s Fluid Handling business.
  • Profire, a former publicly traded company on the NASDAQ under ticker symbol PFIE, is a leading North American supplier of mission-critical combustion automation and control solution services.
  • Their core offering supports emissions reduction, safety objectives, and industry regulations.
  • Profire has a large install base across oil & gas, petrochemical, and natural gas markets, with growing exposure to other energy transition markets.
  • The business is headquartered in Lindon, Utah, with a research and development center in Edmonton-Alberta, Canada.
  • The business has a long-tenured and experienced leadership team and had 2024 revenues of $63 million with accretive EBITDA margins.
  • Fluid Handling is a well-positioned business with strong brands in the pumps and filters space.
  • However, we are focused on businesses that more closely align with our strategic investments and leadership positions in the air, water and energy transition spaces.
  • We supply product offerings throughout the entire natural gas value chain and believe expansion will drive growth within our Engineered Systems segment for our gas separation & filtration, pressure products, acoustical equipment , water treatment solutions and DeNOx SCR systems for natural-gas-fired power plants.
  • Increases in global natural gas, installed miles of new pipeline, including future CO2 and hydrogen pipelines, and liquified natural gas ("LNG") demand and supply all stand to drive the need for our products.
  • In particular, we are currently experiencing 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 can continue to do so in the future.
  • In this event, our business, results and financial condition could be adversely affected.
  • We have excellent collaboration between our platforms and our centralized service teams ensuring optimal efficiency and alignment on growth and improvement initiatives.
  • Our reportable segments are: • Engineered Systems segment: Our 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.
  • We seek to address the global demand for environmental and equipment protection solutions with our highly engineered platforms including emissions management, fluid bed cyclones, thermal acoustics, separation and filtration, and dampers and expansion joints. • Industrial Process Solutions segment: Our 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.
  • We assist 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 our platforms including duct fabrication and installation, industrial air, and fluid handling.
  • As material cost inflation occurs, the Company seeks to pass this cost onto our customers as price increases.
  • The Company provides this supplemental 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.
  • The Company has provided the non-GAAP financial measures including non-GAAP operating income, non-GAAP operating margin, and non-GAAP net income as a result of the adjustment for items that the Company believes are not indicative of its ongoing operations.
  • These items include charges associated with the Company’s acquisitions, and the items described below in “Consolidated Results.” The Company believes that evaluation of its financial performance compared with prior and future periods can be enhanced by a presentation of results that exclude the impact of these items.
  • The Company has incurred substantial expense and generated substantial income associated with acquisitions.
  • While the Company cannot predict the exact timing or amounts of such charges, it does expect to treat these charges as special items in its future presentation of non-GAAP results.
  • Results of Operations Consolidated Results Our consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 are as follows: Year ended December 31, (dollars in millions) 2024 2023 2022 Net sales $ 557.9 $ 544.8 $ 422.6 Cost of goods sold 361.8 373.8 294.4 Gross profit $ 196.1 $ 171.0 $ 128.2 Percent of sales 35.1 % 31.4 % 30.3 % Selling and administrative expenses $ 146.7 $ 122.9 $ 93.4 Percent of sales 26.3 % 22.6 % 22.1 % Amortization and earnout expenses 9.1 8.2 6.8 Acquisition and integration expenses 4.2 2.5 4.5 Restructuring expenses 0.5 1.3 0.1 Asbestos litigation expenses 0.2 — — Executive transition expenses — 1.5 1.2 Operating income $ 35.4 $ 34.6 $ 22.2 Percent of sales 6.3 % 6.4 % 5.3 % Other (expense) income, net $ (4.7 ) $ 0.4 $ 6.9 Interest expense (13.0 ) (13.4 ) (5.4 ) Income before income taxes $ 17.7 $ 21.5 $ 23.7 Income tax expense 3.3 7.0 5.4 Net income $ 14.4 $ 14.5 $ 18.3 Noncontrolling interest (1.5 ) (1.6 ) (0.8 ) Net income attributable to CECO Environmental Corp. $ 13.0 $ 12.9 $ 17.4 Non-GAAP Measures To compare operating performance between the years ended December 31, 2024, 2023 and 2022 the Company has adjusted GAAP operating income to exclude (1) amortization of intangible assets, and earnout expenses, (2) restructuring expenses primarily relating to severance, facility exits, and associated legal expenses, (3) acquisition and integration expenses, which include legal, accounting, and other expenses, (4) executive transition expenses, including severance for the Company's former executives, fees and expenses incurred in the search, for and hiring, of new executives and (5) asbestos litigation expenses related to expected future settlement payments.
  • Year Ended December 31, (dollars in millions) 2024 2023 2022 Operating income as reported in accordance with GAAP $ 35.4 $ 34.6 $ 22.2 Operating margin in accordance with GAAP 6.3 % 6.4 % 5.3 % Amortization and earnout expenses 9.1 8.2 6.8 Acquisition and integration expenses 4.2 2.5 4.5 Restructuring expenses 0.5 1.3 0.1 Asbestos litigation expenses 0.2 — — Executive transition expenses — 1.5 1.2 Non-GAAP operating income $ 49.4 $ 48.1 $ 34.8 Non-GAAP operating margin 8.9 % 8.8 % 8.2 % Year Ended December 31, (dollars in millions) 2024 2023 2022 Net income as reported in accordance with GAAP $ 13.0 $ 12.9 $ 17.4 Amortization and earnout expenses 9.1 8.2 6.8 Acquisition and integration expenses 4.2 2.5 4.5 Restructuring expenses 0.5 1.3 0.1 Asbestos litigation expenses 0.2 — — Executive transition expenses — 1.5 1.2 Foreign currency remeasurement 4.3 (1.0 ) (1.3 ) Tax (benefit) expense of adjustments (4.6 ) 1.2 (2.8 ) Non-GAAP net income $ 26.7 $ 26.6 $ 25.9 Non-GAAP net income as a percentage of sales 4.8 % 4.9 % 6.1 % Comparison of the years ended December 31, 2024 and 2023 Consolidated net sales in 2024 were $557.9 million compared with $544.8 million in 2023, an increase of $13.1 million or 2.4%.
  • The increase was driven by brands within the industrial processing solutions segment, notably in industrial air, ducting, and ventilation applications.
  • Specific end markets driving the increase include building materials, metals, and automotive.
  • Approximately $33.1 million of net sales is attributable to acquisitions that occurred during the preceding twelve-month period.
  • Gross profit increased by $25.1 million, or 14.7%, to $196.1 million in 2024 compared with $171.0 million in 2023.
  • The increase in gross profit was attributable to the increase in sales volume as described above, as well as sales mix, project execution and flow through from higher booked margins, as well as continued benefits from sourcing and value engineering.

and 422 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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