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 11, 2010
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.) |
| 3120 Forrer Street, Cincinnati, OH | 45209 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (416) 593-6543
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 11, 2010, CECO Environmental Corp. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2010. 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 11, 2010. | |
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 11, 2010 | CECO Environmental Corp. | |||
| By: | /S/ DENNIS W. BLAZER | |||
| Dennis W. Blazer | ||||
| Vice President—Finance and Administration | ||||
| And Chief Financial Officer | ||||
3
Exhibit 99.1
| NasdaqGM:CECE | NEWS RELEASE |
CECO ENVIRONMENTAL REPORTS
FIRST QUARTER 2010 RESULTS
CINCINNATI, OHIO, May 11, 2010 - CECO Environmental Corp. (NasdaqGM:CECE), a leading provider of industrial ventilation and pollution control systems, today announced first quarter results for the period ended March 31, 2010.
Financial highlights for the first quarter of 2010 compared to the first quarter of 2009 include:
Net sales from continuing operations were $35.0 million in 2010 as compared to $38.1 million in 2009;
Gross profit from continuing operations was $8.0 million in 2010 as compared to $8.7 million in 2009;
Selling and administrative expenses in 2010 remained constant at $7.2 million but include certain expenses such as corporate restructuring charges, an increase in the allowance for bad debts and a non-recurring executive search fee totaling $0.4 million that were not present in the comparable quarter in 2009;
Operating income from continuing operations was $0.6 million in 2010 as compared to operating income from continuing operations of $1.2 million in 2009;
Net income from continuing operations was $0.2 million in 2010 as compared to net income from continuing operations of $0.6 million in 2009;
Net income per diluted share from continuing operations was $0.01 in 2010 as compared to net income from continuing operations per diluted share of $0.04 in 2009;
Backlog as of March 31, 2010 was $58.6 million compared to $66.5 million as of December 31, 2009.
Jeff Lang, CEO, stated, “While our first quarter revenues continued to be affected by the weak economy, we are starting to see signs of improvement in the demand for our products. In addition, we continue to focus on our cost cutting initiatives, including plant utilization and rationalization of some of our facilities. We also expect to realize significant benefits from the reduction of selling and administrative expenses during the rest of 2010.”
Mr. Lang continued, “Our international business continues to be a bright spot representing 17% of our first quarter bookings. Our China expansion is achieving success with several new recently received orders. Looking forward, we see signs of increased economic activity and we believe that our aggressive sales focus both domestically and globally will result in increased revenues.”
CECO will host a conference call on Tuesday, May 11, 2010, at 8:30 a.m. EDT to review its financial results for the quarter. Conferencing details are as follows:
Dial in number: 866-804-6925
International dial in number: 857-350-1671
Participant passcode: 33475427
Replay: 888-286-8010
International: 617-801-6888
Passcode: 53082739
ABOUT CECO ENVIRONMENTAL
CECO Environmental Corp. is North America’s largest independent air pollution control company. CECO provides a wide spectrum of air quality services and products including: industrial air filters, environmental maintenance, monitoring and management services, and air quality improvement systems. CECO is a full-service provider to the steel, military, aluminum, automotive, ethanol, aerospace, electric power, semiconductor, chemical, cement, metalworking, glass, foundry and virtually all industrial process industries.
For more information please visit the Company’s 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 Statement of Income
(In thousands, except per share data)
Results for the periods presented have been reclassified to segregate the discontinued operations of H.M. White
| Dollars in thousands, except per share data | THREE MONTHS ENDED MARCH 31, |
|||||||
| 2010 | 2009 | |||||||
| Net sales |
$ | 35,021 | $ | 38,056 | ||||
| Cost of sales |
27,004 | 29,380 | ||||||
| Gross profit |
8,017 | 8,676 | ||||||
| Selling and administrative |
7,234 | 7,187 | ||||||
| Amortization |
135 | 313 | ||||||
| Income from operations |
648 | 1,176 | ||||||
| Other (loss) income, net |
(85 | ) | 90 | |||||
| Interest expense |
(293 | ) | (362 | ) | ||||
| Income from continuing operations before income taxes |
270 | 904 | ||||||
| Income tax expense |
103 | 317 | ||||||
| Net income from continuing operations |
167 | 587 | ||||||
| Net loss from discontinued operations, net of tax |
(70 | ) | (218 | ) | ||||
| Net income |
$ | 97 | $ | 369 | ||||
| Per share data: |
||||||||
| Basic net income from continuing operations |
$ | 0.01 | $ | 0.04 | ||||
| Basic net loss from discontinued operations |
0.00 | (0.01 | ) | |||||
| Basic net income |
$ | 0.01 | $ | 0.03 | ||||
| Diluted net income from continuing operations |
$ | 0.01 | $ | 0.04 | ||||
| Diluted net loss from discontinued operations |
0.00 | (0.01 | ) | |||||
| Diluted net income |
$ | 0.01 | $ | 0.03 | ||||
| Weighted average number of common shares outstanding: |
||||||||
| Basic |
14,296,832 | 14,322,777 | ||||||
| Diluted |
14,358,267 | 15,189,775 | ||||||
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 CECO’s Annual and Quarterly Reports filed with the Securities and Exchange Commission, include changes in market conditions in the industries in which the Company operates. 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.