Ceco Environmental (NASDAQ:CECE)

First Quarter 2013 Results

• Net sales were $34.4 million as compared to $33.0 million in the same period of 2012;
• Net income per diluted share was $0.12 in 2013 as compared to $0.12 in 2012; Non-GAAP net income per diluted share, adjusted as noted above, increased to $0.18 in 2013 compared to $0.13 in 2012.
• Backlog as of March 31, 2013 was $75.8 million compared to $59.5 million as of December 31, 2012 and $52.6 million as of March 31, 2012.

Subsequent Event

On April 22^nd, CECO announced that it had entered into a definitive agreement to acquire Met-Pro Corporation (NYSE: MPR). Met-Pro is a leading global, niche-oriented provider of product recovery, pollution control, fluid handling and filtration solutions across multiple diversified end-markets. Pursuant to the terms of the definitive agreement, CECO will acquire all of the outstanding shares of Met-Pro common stock in a cash and stock transaction valued at a total of approximately $210 million. The completion of the acquisition is subject to standard closing conditions including the approval of the stockholders of both CECO and Met-Pro. Please refer to our Current Report on Form 8-K filed with the SEC on April 22, 2013 and our other SEC filings for more information.

"I am once again very pleased with our results for the quarter as CECO continued to achieve significant improvements in margins and profitability," commented CECO's Chief Executive Officer, Jeff Lang. "We realized record gross and operating margins which was a direct result of our focus on operational excellence and the inclusion of our recent accretive acquisitions of both Adwest and Aarding. Our year-to-date bookings have increased substantially over the same period last year as new and existing customers placed substantial orders with us for their air pollution control needs around the world."

Mr. Phillip DeZwirek, CECO's Chairman commented, "We are very excited with the recent announced acquisition of Met-Pro Corporation which together with CECO will create the global platform in the growing air pollution control and product recovery technology sectors. The team has already identified significant cost and revenue synergies and expects once we close the transaction, the benefits from this acquisition will generate significant value for all our shareholders."

CINCINNATI and HARLEYSVILLE, Pa., April 22, 2013 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM: CECE), a leader in air pollution control technology systems, product recovery and filtration technology, has announced today it has entered into a definitive agreement to acquire Met-Pro Corporation (NYSE: MPR).  Met-Pro is a leading global, niche-oriented provider of product recovery, pollution control, fluid handling and filtration solutions across multiple diversified end-markets. The transaction is expected to be accretive to CECO's earnings per share, margins and cash flow.

Pursuant to the terms of the definitive agreement, CECO will acquire all of the outstanding shares of Met-Pro common stock in a cash and stock transaction valued at a total of approximately $210 million, or $13.75 per share, which represents a 43% premium to Met-Pro's share price as of the close on April 19, 2013. The consideration includes $7.25 per share in cash and $6.50 per share in CECO common stock.  Under the terms of the agreement, Met-Pro's shareholders may elect to exchange each share of Met-Pro common stock for either $13.75 in cash and/or shares of CECO common stock having an equivalent value based on the volume weighted average trading price of CECO common stock for the 15-trading day period ending on the date immediately preceding the closing of the acquisition, subject to a collar. Overall elections are subject to proration such that approximately 53% of the Met-Pro shares will be exchanged for cash and 47% for stock.

The completion of the acquisition is subject to standard closing conditions including the approval of the stockholders of both CECO and Met-Pro. The boards of directors of each of CECO and Met-Pro have unanimously approved the transaction. CECO stockholders who own approximately 26% of the voting power of CECO have signed voting agreements and irrevocable proxies to vote in favor of the transaction. Jefferies LLC served as financial advisor to CECO while William Blair & Company advised Met-Pro, both providing fairness opinions in connection with the transaction. Bank of America provided CECO committed debt financing of $125 million to support the cash portion of the transaction.

Highlights of the transaction include:

• Creates a clear global market leader in air pollution control, product recovery and fluid handling technology
• Products are highly complementary and provide a broader portfolio to service an expanding base of over 11,500 active customers worldwide
• Well-balanced geographic portfolio of products and services in key emerging markets
• Expects to generate approximately $9 million in cost synergies over time
• Benefit from significant cross selling and geographic opportunities which should increase revenues and margins
• Management of both companies will remain in leadership positions with Jeff Lang as Chief Executive Officer, Ray De Hont as Chief Operating Officer and Neal Murphy as Chief Financial Officer
• Combined company will have pro forma revenues of approximately $300 million, significantly enhanced liquidity for its shareholders and a strong balance sheet for continued strategic growth

Jeff Lang , Chief Executive Officer of CECO stated, "We are very excited about the acquisition of Met-Pro.  We believe this combination creates significant organic and inorganic opportunities to support continued growth in revenues, profitability and overall shareholder value. Furthermore, the combined businesses will offer a broader set of products and services through a truly end-to-end pollution control technology solution in an environment where customers are increasingly demanding comprehensive solutions from fewer vendors and service providers. Importantly, the combined businesses will be uniquely positioned to capitalize on fast growing end markets and secular trends supported by increasingly stringent levels of pollution control regulation, increasing global energy demand, emerging market dynamics, most notably in China and India, and a low cost natural gas environment, driving new plant construction in the U.S. and globally."

Ray De Hont, President and Chief Executive Officer of Met-Pro, commented, "Joining forces with CECO will greatly enhance our product portfolio depth, while improving both our global reach and our ability to serve our customers. Met-Pro's platform aligns well with CECO's family of companies and we believe it is truly a great fit that brings together two high-quality organizations with exceptionally talented people and complementary business models, capabilities and cultures. Together, we will be ideally positioned to continue to capture market share and achieve superior growth. On behalf of the entire Met-Pro team, I'd like to express my sincere enthusiasm."

Phillip DeZwirek , CECO's Chairman stated, "We have spent considerable time analyzing a potential combination with Met-Pro. Met-Pro has fantastic adjacent technologies which will significantly enhance our core capabilities, particularly within fluid handling. We have been and continue to be impressed with Met-Pro's portfolio of products, their management and we look forward to combining our leadership teams in taking these businesses to the next level for our shareholders."

CINCINNATI, March 4, 2013 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM: CECE), a leader in air pollution control technology systems, product recovery and filtration technology, announced that it has acquired Aarding Thermal Acoustics B.V. ("Aarding"), one of the world leaders in natural gas turbine exhaust systems and silencer applications. 

Headquartered in the Netherlands with a significant global sales footprint, Aarding is a technology leader within gas turbine downstream engineered exhaust systems and silencing products focused on the natural gas, power and petrochemical industries.  Founded in 1960 with revenues of approximately $34 million in 2012, Aarding's superior brand, management team and technology have resulted in a broad blue-chip customer base located in countries throughout the world. 

Aarding's principals, Martin Pranger and Norbert Pieterse , will continue in their roles as President and Vice President, respectively, of Aarding.  They will also lead CECO's expanding global natural gas business including its Flextor Group which provides complementary engineered solutions to those of Aarding. 

"We are extremely excited with the acquisition of Aarding. We have been working successfully with Martin, Norbert and the Aarding team of 50 people for over three years on a profitable, global natural gas sales technology alliance that has provided us significant insight into Aarding's premier brand and unique capabilities," commented Jeff Lang , CECO's Chief Executive Officer.   "As our business continues to expand globally within the natural gas sector, Aarding and CECO will become one of the leading natural gas engineered equipment providers in the world. Together with Aarding's technology, engineering team and global management experience, CECO can expect to gain an increasing share of this expanding market."

Mr. Lang continued, "The entire CECO team looks forward to Martin, Norbert and the rest of the Aarding family joining our leadership group and working with us to continue to grow our business, technology, global footprint and profitably. Aarding is truly a global business with sales derived from all over the world which greatly enhances our strategic direction."

Martin Pranger , President of Aarding, commented, "Becoming part of CECO will enable Aarding to greatly enhance our already strong products and geographic reach.  In particular, we look forward to providing our customers with a greater breadth of system offerings for their downstream natural gas requirements and continuing to grow our revenues and presence globally.  On behalf of Norbert and the rest of our team, we are very excited to be part of the CECO family. This is truly a great fit all around."

Phillip DeZwirek , CECO's Chairman stated, "The acquisition of Aarding is highly accretive to CECO shareholders as well as expanding our global portfolio and enhancing our core technology in one of the highest growth areas of our industry.  We have been truly impressed with the Aarding team and their world class product innovations, high growth rate and market reach."

Under the terms of the acquisition, CECO paid approximately $24.0 million in cash and $7.8 million in CECO shares on closing with a $7.2 million earn-out paid over a five-year period. Additional details of the transaction will be included in a Current Report on Form 8-K to be filed by the Company with the SEC. 

Third Quarter 2012 Results

• Net sales were $33.1 million compared to $32.9 million in the comparable quarter, an increase of 0.5%
• Net income increased by 40.9% to $3.3 million compared to $2.3 million
• Net income per diluted share was $0.19 compared to $0.14 in 2011
• Backlog as of September 30, 2012 was $67.6 million compared to $54.9 million as of December 31, 2011 and $55.3 million as of September 30, 2011

CINCINNATI, Nov. 1, 2012 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM: CECE), a leading global provider of air pollution control technology and systems, announced today that it recently received several new orders totaling $6.4 million. These new orders were from customers in the utility, mining, metals, and large industrial industries in Malaysia, United States, Canada and Denmark.

Jeff Lang, CECO's Chief Executive Officer, commented, "We are pleased with our continued growth in new orders and expect that this will continue to contribute to our ongoing margin and profitability growth throughout the remainder of 2012."

Second Quarter 2012 Results

• Net sales increased by 6% to $34.6 million compared to $32.5 million in the comparable quarter;
• Gross profit increased by 21% to $10.5 million from $8.7 million;
• Gross margin increased to 30.3% from 26.8%;
• Operating income increased by 54% to $4.3 million from $2.8 million in 2011;
• Operating margin increased to 12.4% from 8.6% in 2011;
• Net income increased by 25% to $2.5 million compared to $2.0 million;
• Net income per diluted share was $0.15 compared to $0.12 in 2011;
• SG&A expenses remain fairly consistent as a percent of sales at 17.9% compared to 17.5%;
• Bookings increased by 22% to $40.9 million compared to $33.5 million in 2011;
• Cash and cash equivalents remain strong at $19.8 million compared to $12.7 million as of December 31, 2011; and
• Backlog as of June 30, 2012 was $58.9 million compared to $54.9 million as of December 31, 2011 and $52.6 million as of June 30, 2011.
  

CINCINNATI, July 17, 2012 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM: CECE), a leading global provider of air pollution control technology and systems, announced today that it has received several new orders totaling $9.8 million.

These new orders came from customers in the chemical industry in China as well as power, natural gas, chemical, refining and steel customers in the U.S.

Jeff Lang, CECO's Chief Executive Officer, commented, "We are very pleased with the continued increased demand from our customers both in Asia and North America."

CINCINNATI, June 20, 2012 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM: CECE), a leading global provider of air pollution control technology and systems, announced today that it has received several new orders totaling $6.8 million.

These new orders came from refinery and power customers in China as well as steel and power customers in the U.S. for regenerative thermal oxidizers, multistage cyclones and damper diverters.

Jeff Lang, CECO's Chief Executive Officer, commented, "We are very pleased with the increased activity from new and existing customers throughout the world.  In particular, we are seeing increased demand from natural gas customers both in the U.S. and international markets.  The global demand is improving, which we expect to continue improving our operating results and returns to our shareholders."

CINCINNATI, June 5, 2012 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM: CECE), a leading global provider of air pollution control technology and industrial ventilation systems, today announced that its Board of Directors has declared a quarterly cash dividend of $0.035 per share. The dividend will be paid on June 29, 2012, to all shareholders of record at the close of business on June 15, 2012.

First Quarter 2012 Results

• 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;

"I am once again very pleased with our results for the quarter as CECO continued to achieve significant improvements in margins and profitability," commented CECO's 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 as evidenced by our year to date bookings, which as of today, are higher than the same period in 2011 and which we believe will allow CECO to continue to generate improving results for the remaining quarters of 2012."

CINCINNATI, March 9, 2012 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM: CECE), a leading global provider of air pollution control technology and industrial ventilation systems, today announced that its Board of Directors is raising its quarterly cash dividend by forty percent to $0.035 per share from the previous quarterly dividend of $0.025 per share. The dividend will be paid on March 30, 2012, to all shareholders of record at the close of business on March 20, 2012.

Jeff Lang, CECO's Chief Executive Officer stated, "With our record profits and cash flow achieved in 2011, we are confident in the long term financial strength and growth prospects for CECO. We believe the increased dividend provides value for our current shareholders and is also attractive to new shareholders."

Fourth Quarter 2011 Results

• Net sales were $37.8 million compared to $36.9 million in the comparable quarter, an increase of 2%. The Company's strategy implemented in 2010 of intentionally pruning lower margin customer segments from its backlog affected year-over-year revenue growth;
• Gross profit increased 33% to $11.3 million from $8.5 million;
• Gross margin increased to 29.9% from 23.0%;
• Selling & administrative expenses as a percent of sales was 19.6% compared to 18.2%;
• Operating income increased 171% to $3.8 million from $1.4 million in 2010;
• Operating margin increased to 10.1% from 3.9% in 2010;
• Net income increased 286% to $2.7 million compared to net income of $0.7 million in 2010;
• Net income per diluted share increased 240% to $0.17 compared to net income per diluted share of $0.05 in 2010

"I am very pleased with our results for the fourth quarter and full year 2011 as CECO continues to achieve substantial improvements in its financial and operating performance," commented CECO's Chief Executive Officer, Jeff Lang. "The Company continues to realize the significant benefits from its focus on global growth, operational streamlining and margin expansion that we began implementing in the first quarter of 2010. In addition, we saw continued improvement in our year-over-year bookings as well as improved gross margin backlog as our domestic and global sales initiatives take effect."

Mr. Lang continued, "CECO's focus on favorable product mix changes, better sales price management and global expansion coupled with our team's expertise in operational excellence should continue to generate positive returns for all shareholders in the quarters and years to come."

CINCINNATI, Sept. 21, 2011 /PRNewswire/ -- CECO Environmental Corp. (NasdaqGM: CECE), a leading provider of air pollution control and industrial ventilation systems, announced today that it has recently entered into a sales partnership with Empire Industrial Equipment, a division of Empire Industries Ltd., one of the leading conglomerates in India, to jointly expand CECO's presence in India.

Empire Industries Ltd. is a 108 year old successful and well respected industrial firm in India with over 1,000 employees.  Empire Industrial Equipment, established in 2000, has offices in key customer locations throughout India.  They are closely linked to major end user customers in the energy, refinery and petrochemical industries and have successfully introduced many new technologies and products.

Jeff Lang, CECO's Chief Executive Officer, commented, "We are very pleased to be partnering with Empire Industrial Equipment and the entire Empire Industries family of companies.  Their management team has significant history and experience in India which we believe will provide immediate benefits to CECO's position in the Indian market.  We are excited with the growth prospects in this market and expect it to contribute to our continued growth in the global air pollution control sector."

Second Quarter 2011 Results