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CECO ENVIRONMENTAL REPORTS THIRD QUARTER 2025 RESULTS

Continued Strong Orders and Revenue Growth Headline Multiple Performance Records

Reaffirms 2025 Full Year Outlook and Introduces 2026 Outlook

ADDISON, TEXAS (October 28, 2025) -- CECO Environmental Corp. (Nasdaq: CECO) ("CECO" or the "Company"), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment, and industrial equipment, today reported its financial results for the third quarter of 2025.

Third Quarter Summary(1)

Orders of $232.9 million, up 44 percent
Backlog of $719.6 million, up 64 percent
Revenue of $197.6 million, up 46 percent
Gross profit margin of 32.7 percent; Gross profit of $64.6 million, up 43 percent
Net income of $1.5 million; non-GAAP net income of $9.3 million
GAAP EPS (diluted) of $0.04; non-GAAP EPS (diluted) of $0.26
Adjusted EBITDA of $23.2 million, up 62 percent
Free cash flow of $19.0 million, up 71 percent

 

(1) All comparisons are versus the comparable prior year period, unless otherwise stated.

Reconciliations of GAAP (reported) to non-GAAP measures are in the attached financial tables.

 

Todd Gleason, CECO's Chief Executive Officer commented, “We delivered another quarter with outstanding growth and multiple financial records, highlighted by another new backlog record, which we achieved along with our highest ever quarterly revenues. Impressively, through three quarters of this year, we already produced more revenue than we did in the entire year 2024, which had previously been a record year. Over the past four quarters, we booked over $950 million in new orders – a testament to our well-positioned and highly diversified portfolio of leading environmental solutions for industrial air, industrial water and energy transition markets. We expect to maintain our consistent growth trajectory as our sales pipeline now exceeds $5.8 billion – which is balanced across our business segments and geographic profile.”

Third quarter operating income was $9.4 million, up $2.2 million when compared to $7.2 million in the third quarter of 2024. On an adjusted basis, non-GAAP operating income was $17.5 million, up $6.5 million or 59 percent when compared to $11.0 million in the third quarter of 2024. Net income was $1.5 million in the quarter, down $0.6 million compared to $2.1 million in the third quarter of 2024. Non-GAAP net income was $9.3 million, up $4.1 million when compared to $5.2 million in the third quarter of 2024. Adjusted EBITDA of $23.2 million, reflecting an adjusted EBITDA margin of 11.7 percent, was up 62 percent compared to $14.3 million in the third quarter of 2024. Free cash flow in the quarter was $19.0 million, up $7.9 million compared to $11.1 million in the third quarter of 2024.

2025 Full Year Guidance

The Company maintains its revenue outlook of $725 to $775 million, up approximately 35 percent at the midpoint and its expected range for adjusted EBITDA between $90 to $100 million, up approximately 50% at the midpoint, and a free cash flow outlook of greater than 60 percent conversion of adjusted EBITDA.

“We expect a strong finish to 2025, which we believe could include several significant large orders in the power-generation and natural gas infrastructure markets, as well as new international industrial water opportunities. Depending on the timing of these bookings, our fourth quarter could produce our largest ever booking level. Along with our sustainable commercial programs, we continue to produce meaningful benefits from our operational excellence initiatives that bolster the progress we are making with steady margin expansion. Additionally, I am very proud of our team’s ability to deliver these record-breaking results while continuing to transform our portfolio. Not only have we organically expanded into new markets and improved our IT and ERP infrastructure, but we also successfully divested our Global Pumps business in late Q1 while integrating the back-to-back-to-back acquisitions from late 2024 and early 2025 of EnviroCare International, WK Environmental and Profire Energy,” Gleason added.


2026 Full Year Outlook

The Company introduced its 2026 full year outlook with revenue between $850 and $950 million, up approximately 20 percent at the midpoint of the range, and adjusted EBITDA between $110 and $130 million, up approximately 30 percent at the midpoint of the range. The Company expects full year free cash flow of between 50% to 60% of adjusted EBITDA.

Mr. Gleason concluded, “We are pleased to introduce our full year 2026 outlook that projects continued strong growth in the top-line and bottom-line. Our record backlog and growing sales pipeline provide meaningful visibility to our revenue profile as well as tremendous market opportunities. This visibility, along with our operating model that blends strong commercial and operational excellence programs, along with programmatic M&A, gives us a lot of confidence in our outlook. We look forward to a strong finish to 2025 and further driving high-performance results for our customers and shareholders in 2026.”

 

 


EARNINGS CONFERENCE CALL


A conference call is scheduled for today at 8:30 a.m. ET to discuss the third quarter 2025 financial results. Please visit the Investor Relations portion of the website (https://investors.cecoenviro.com) to listen to the call via webcast. The conference call may also be accessed by visiting https://edge.media-server.com/mmc/p/ecrhj7k4.

A replay of the conference call will be available on the Company’s website for a period of one year. The replay may also be accessed by visiting https://edge.media-server.com/mmc/p/ecrhj7k4.


ABOUT CECO ENVIRONMENTAL

CECO Environmental is a leading environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally providing innovative solutions and application expertise. CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. CECO solutions improve air and water quality, optimize emissions management, and increase energy efficiency for highly-engineered applications in power generation, midstream and downstream hydrocarbon processing and transport, electric vehicle production, polysilicon fabrication, semiconductor and electronics, battery production and recycling, specialty metals and steel production, beverage can, and water/wastewater treatment and a wide range of other industrial end markets. CECO is listed on Nasdaq under the ticker symbol "CECO." Incorporated in 1966, CECO’s global headquarters is in Addison, Texas. For more information, please visit www.cecoenviro.com.

 

CECO Environmental Investor Contact:


Marcio Pinto

Vice President - Financial Planning and Investor Relations
888-990-6670

investor.relations@onececo.com

Steven Hooser and Jean Marie Young

Three Part Advisors, LLC

214-872-2710

investor.relations@onececo.com

 

 

# # #

 

 

 

 


CECO ENVIRONMENTAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

 

(in thousands, except per share data)

 

September 30, 2025

 

 

December 31, 2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,787

 

 

$

37,832

 

Restricted cash

 

 

86

 

 

 

369

 

Accounts receivable, net of allowances of $8,496 and $8,863

 

 

159,615

 

 

 

159,572

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

109,826

 

 

 

69,889

 

Inventories

 

 

57,712

 

 

 

42,624

 

Prepaid expenses and other current assets

 

 

29,110

 

 

 

16,859

 

Prepaid income taxes

 

 

6,344

 

 

 

3,826

 

Total current assets

 

 

395,480

 

 

 

330,971

 

Property, plant and equipment, net

 

 

48,037

 

 

 

33,810

 

Right-of-use assets from operating leases

 

 

27,679

 

 

 

25,102

 

Goodwill

 

 

292,262

 

 

 

269,747

 

Intangible assets – finite life, net

 

 

100,986

 

 

 

74,050

 

Intangible assets – indefinite life

 

 

9,715

 

 

 

9,466

 

Deferred income taxes

 

 

1,162

 

 

 

966

 

Deferred charges and other assets

 

 

16,563

 

 

 

15,587

 

Total assets

 

$

891,884

 

 

$

759,699

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of debt

 

$

1,928

 

 

$

1,650

 

Accounts payable

 

 

127,576

 

 

 

109,671

 

Accrued expenses

 

 

60,632

 

 

 

47,528

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

107,361

 

 

 

81,501

 

Notes payable

 

 

 

 

 

1,700

 

Income taxes payable

 

 

793

 

 

 

2,612

 

Total current liabilities

 

 

298,290

 

 

 

244,662

 

Other liabilities

 

 

3,194

 

 

 

14,362

 

Debt, less current portion

 

 

218,980

 

 

 

217,230

 

Deferred income tax liability, net

 

 

34,571

 

 

 

11,322

 

Operating lease liabilities

 

 

23,282

 

 

 

20,230

 

Total liabilities

 

 

578,317

 

 

 

507,806

 

Commitments and contingencies (See Note 14)

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value; 10,000 shares authorized, none issued

 

 

 

 

 

 

 Common stock, $0.01 par value; 100,000,000 shares authorized, 35,641,031 and
34,978,009 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

355

 

 

 

349

 

Capital in excess of par value

 

 

265,786

 

 

 

255,211

 

Retained earnings

 

 

53,563

 

 

 

6,570

 

Accumulated other comprehensive loss

 

 

(10,498

)

 

 

(14,441

)

Total CECO shareholders' equity

 

 

309,206

 

 

 

247,689

 

Noncontrolling interest

 

 

4,361

 

 

 

4,204

 

Total shareholders' equity

 

 

313,567

 

 

 

251,893

 

Total liabilities and shareholders' equity

 

$

891,884

 

 

$

759,699

 

 

 


CECO ENVIRONMENTAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except share and per share data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net sales

 

$

197,599

 

 

$

135,513

 

 

$

559,687

 

 

$

399,367

 

Cost of sales

 

 

133,020

 

 

 

90,247

 

 

 

365,838

 

 

 

259,921

 

Gross profit

 

 

64,579

 

 

 

45,266

 

 

 

193,849

 

 

 

139,446

 

Selling and administrative expenses

 

 

47,034

 

 

 

34,262

 

 

 

149,393

 

 

 

105,636

 

Amortization expenses

 

 

6,144

 

 

 

2,164

 

 

 

12,177

 

 

 

6,478

 

Acquisition and integration expenses

 

 

252

 

 

 

1,210

 

 

 

8,427

 

 

 

1,876

 

Loss (gain) on sale of Global Pump Solutions business

 

 

801

 

 

 

 

 

 

(63,701

)

 

 

 

Other operating expense (income), net

 

 

948

 

 

 

443

 

 

 

(1,778

)

 

 

1,327

 

Income from operations

 

 

9,400

 

 

 

7,187

 

 

 

89,331

 

 

 

24,129

 

Other expense, net

 

 

2,056

 

 

 

398

 

 

 

1,196

 

 

 

2,589

 

Interest expense

 

 

5,054

 

 

 

2,648

 

 

 

16,169

 

 

 

9,315

 

Income before income taxes

 

 

2,290

 

 

 

4,141

 

 

 

71,966

 

 

 

12,225

 

Income tax expense

 

 

483

 

 

 

1,602

 

 

 

23,610

 

 

 

2,664

 

Net income

 

 

1,807

 

 

 

2,539

 

 

 

48,356

 

 

 

9,561

 

Noncontrolling interest

 

 

308

 

 

 

453

 

 

 

1,363

 

 

 

1,482

 

Net income attributable to CECO Environmental Corp.

 

$

1,499

 

 

$

2,086

 

 

$

46,993

 

 

$

8,079

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

 

$

0.06

 

 

$

1.33

 

 

$

0.23

 

Diluted

 

$

0.04

 

 

$

0.06

 

 

$

1.29

 

 

$

0.22

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

35,359,969

 

 

 

34,966,625

 

 

 

35,225,740

 

 

 

34,910,165

 

Diluted

 

 

36,396,693

 

 

 

36,488,788

 

 

 

36,549,130

 

 

 

36,322,690

 

 


CECO ENVIRONMENTAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

 

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

48,356

 

 

$

9,561

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

18,726

 

 

 

10,536

 

Unrealized foreign currency (gain) loss

 

 

(2,219

)

 

 

201

 

Gain on sale of Global Pump Solutions business

 

 

(63,701

)

 

 

 

Fair value adjustment to earnout liabilities

 

 

(7,403

)

 

 

400

 

Loss on sale of property and equipment

 

 

46

 

 

 

135

 

Debt discount amortization

 

 

631

 

 

 

357

 

Share-based compensation expense

 

 

9,507

 

 

 

5,790

 

Provision for credit loss

 

 

209

 

 

 

404

 

Inventory reserve expense

 

 

(132

)

 

 

850

 

Deferred income tax expense

 

 

6,322

 

 

 

77

 

Changes in operating assets and liabilities, net of acquisitions and divestiture:

 

 

 

 

 

 

Accounts receivable

 

 

5,822

 

 

 

9,653

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

(38,605

)

 

 

(1,498

)

Inventories

 

 

(6,477

)

 

 

(4,305

)

Prepaid expense and other current assets

 

 

(15,302

)

 

 

(18,059

)

Deferred charges and other assets

 

 

(5,597

)

 

 

(2,755

)

Accounts payable

 

 

15,834

 

 

 

15,387

 

Accrued expenses

 

 

15,970

 

 

 

(550

)

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

21,193

 

 

 

7,286

 

Income taxes payable

 

 

(4,142

)

 

 

(1,140

)

Other liabilities

 

 

(3,139

)

 

 

(9,330

)

Net cash (used in) provided by operating activities

 

 

(4,100

)

 

 

23,000

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisitions of property and equipment

 

 

(8,673

)

 

 

(11,237

)

Net cash proceeds for sale of Global Pump Solutions business

 

 

107,808

 

 

 

 

Net cash paid for acquisitions, net of cash acquired

 

 

(97,615

)

 

 

(14,954

)

Net cash provided by (used in) investing activities

 

 

1,520

 

 

 

(26,191

)

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings on revolving credit lines

 

 

185,800

 

 

 

58,400

 

Repayments on revolving credit lines

 

 

(183,700

)

 

 

(54,800

)

Repayments of long-term debt

 

 

(1,230

)

 

 

(7,843

)

Payments on finance leases and financing liability

 

 

(643

)

 

 

(692

)

Deferred consideration paid for acquisitions

 

 

(2,787

)

 

 

(2,050

)

Earnout payments

 

 

 

 

 

(1,672

)

Equity awards surrendered by employees for tax liability, net of proceeds from employee stock purchase plan and exercise of stock options

 

 

930

 

 

 

846

 

Noncontrolling interest distributions

 

 

(1,204

)

 

 

(1,707

)

Common stock repurchased

 

 

 

 

 

(5,000

)

Net cash used in financing activities

 

 

(2,834

)

 

 

(14,518

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

86

 

 

 

1,187

 

Net decrease in cash, cash equivalents and restricted cash

 

 

(5,328

)

 

 

(16,522

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

38,201

 

 

 

55,448

 

Cash, cash equivalents and restricted cash at end of period

 

$

32,873

 

 

$

38,926

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

15,861

 

 

$

9,714

 

Income taxes

 

$

22,424

 

 

$

6,779

 

 


CECO ENVIRONMENTAL CORP.

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in millions, except ratios)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating income as reported in accordance with GAAP

 

$

9.4

 

 

$

7.2

 

 

$

89.3

 

 

$

24.1

 

Operating margin in accordance with GAAP

 

 

4.8

%

 

 

5.3

%

 

 

16.0

%

 

 

6.0

%

Amortization expenses

 

 

6.1

 

 

 

2.5

 

 

 

12.2

 

 

 

6.5

 

Acquisition and integration expenses

 

 

0.3

 

 

 

1.2

 

 

 

8.4

 

 

 

1.9

 

Loss (gain) on sale of Global Pump Solutions business

 

 

0.8

 

 

 

 

 

 

(63.7

)

 

 

 

Other operating expense (income), net

 

 

0.9

 

 

 

0.1

 

 

 

(1.7

)

 

 

1.3

 

Non-GAAP operating income

 

$

17.5

 

 

$

11.0

 

 

$

44.5

 

 

$

33.8

 

Non-GAAP operating margin

 

 

8.9

%

 

 

8.1

%

 

 

8.0

%

 

 

8.5

%

Other operating expense (income), net is comprised of 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.

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in millions, except share data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income as reported in accordance with GAAP

 

$

1.5

 

 

$

2.1

 

 

$

47.0

 

 

$

8.1

 

Amortization expenses

 

 

6.1

 

 

 

2.6

 

 

 

12.2

 

 

 

7.1

 

Acquisition and integration expenses

 

 

0.3

 

 

 

1.2

 

 

 

8.4

 

 

 

1.9

 

Gain on sale of Global Pump Solutions business

 

 

0.8

 

 

 

 

 

 

(63.7

)

 

 

0.5

 

Other operating (income) expense, net

 

 

0.9

 

 

 

 

 

 

(1.8

)

 

 

0.2

 

Foreign currency remeasurement

 

 

2.0

 

 

 

0.3

 

 

 

1.2

 

 

 

1.8

 

Tax (benefit) expense of adjustments

 

 

(2.3

)

 

 

(1.0

)

 

 

18.3

 

 

 

(2.8

)

Non-GAAP net income

 

$

9.3

 

 

$

5.2

 

 

$

21.6

 

 

$

16.8

 

Depreciation

 

 

2.3

 

 

 

1.4

 

 

 

6.5

 

 

 

4.0

 

Non-cash stock compensation

 

 

3.3

 

 

 

1.9

 

 

 

9.5

 

 

 

5.8

 

Other (income) expense, net

 

 

0.1

 

 

 

0.1

 

 

 

 

 

 

0.8

 

Interest expense

 

 

5.1

 

 

 

2.6

 

 

 

16.2

 

 

 

9.3

 

Income tax expense

 

 

2.8

 

 

 

2.6

 

 

 

5.3

 

 

 

5.6

 

Noncontrolling interest

 

 

0.3

 

 

 

0.5

 

 

 

1.4

 

 

 

1.5

 

Adjusted EBITDA

 

$

23.2

 

 

$

14.3

 

 

$

60.5

 

 

$

43.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

 

$

0.06

 

 

$

1.33

 

 

$

0.23

 

Diluted

 

$

0.04

 

 

$

0.06

 

 

$

1.29

 

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.26

 

 

$

0.15

 

 

$

0.61

 

 

$

0.48

 

Diluted

 

$

0.26

 

 

$

0.14

 

 

$

0.59

 

 

$

0.46

 

 

 

 

Three months ended September 30,

 

 

 

Nine months ended September 30,

 

 

(in millions)

2025

 

 

2024

 

 

 

2025

 

 

2024

 

 

Net cash provided by (used in) operating activities

$

15.3

 

 

$

15.1

 

 

 

$

(4.1

)

 

$

23.0

 

 

Acquisitions of property and equipment

 

(4.2

)

 

 

(4.0

)

 

 

 

(8.7

)

 

 

(11.2

)

 

Tax payments for the sale of the Global Pump Solutions business

 

7.9

 

 

 

 

 

 

 

13.7

 

 

 

 

 

Free cash flow

$

19.0

 

 

$

11.1

 

 

 

$

0.9

 

 

$

11.8

 

 

 


NOTE REGARDING NON-GAAP FINANCIAL MEASURES

CECO is providing certain non-GAAP historical financial measures as presented above as we believe 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 accordance with GAAP.

Non-GAAP operating income, non-GAAP net income, non-GAAP operating margin, non-GAAP earnings per basic and diluted share, adjusted EBITDA and free cash flow, as we present them in the financial data included in this press release, have been adjusted to exclude the effects of amortization expenses, acquisition and integration expenses which include legal, accounting, and other expenses, gain on the sale of the Global Pump Solutions business, foreign currency remeasurement and 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 better 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 operating income, non-GAAP net income, non-GAAP operating margin, non-GAAP earnings per basic and diluted share, adjusted EBITDA and free cash flow 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. Additionally, CECO cautions investors that non-GAAP financial measures used by the Company may not be comparable to similarly titled measures of other companies.

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, non-GAAP operating income, non-GAAP net income, non-GAAP operating margin, non-GAAP earnings per basic and diluted share, adjusted EBITDA and free cash flow stated in the tables above are reconciled to the most directly comparable GAAP financial measures.

 

Non-GAAP measures presented on a forward-looking basis were not reconciled to the comparable GAAP financial measures because the reconciliation could not be performed without unreasonable efforts. The GAAP measures are not accessible on a forward-looking basis because we are currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures for these periods but would not impact the non-GAAP measures. Such items may include amortization expenses, acquisition and integration expenses which include legal, accounting, and other expenses, gain on the sale of the Global Pump Solutions business, foreign currency remeasurement and other nonrecurring or infrequent items and the associated tax benefit of these items. The unavailable information could have a significant impact on our GAAP financial results.

 


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 within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, 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. We use words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “will,” “plan,” “should,” "could" and similar expressions to identify forward-looking statements. Forward-looking statements 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. Potential risks and uncertainties, among others, that could cause actual results to differ materially are discussed under “Part I – Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and may be included in subsequently filed Quarterly Reports on Form 10-Q, and include, but are not limited to: the effect of the divestiture of our Global Pump Solutions business on business relationships, operating results, and business generally, disruption of current plans and operations and potential difficulties in employee retention as a result of the transaction, diversion of management’s attention from ongoing business operations in connection with the integration of recent acquisitions, the amount of the costs, fees, expenses and other charges related to the transaction, the achievement of the anticipated benefits of transactions, our ability to successfully integrate acquired businesses and realize the synergies from acquisitions, as well as a number of factors related to our business, including the sensitivity of our business to economic and financial market conditions generally and economic conditions in CECO’s service areas; the potential for fluctuations in prices for manufactured components and raw materials, including as a result of tariffs and surcharges, and rising energy costs; inflationary pressures relating to rising raw material costs and the cost of labor; dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for revenue; the effect of growth on our infrastructure, resources, and existing sales; the ability to expand operations in both new and existing markets; the potential for contract delay or cancellation as a result of on-going or worsening supply chain challenges or other customer considerations; liabilities arising from faulty services or products that could result in significant professional or product liability, warranty, or other claims; changes in or developments with respect to any litigation or investigation; failure to meet timely completion or performance standards that could result in higher cost and reduced profits or, in some cases, losses on projects; the substantial amount of debt incurred in connection with our strategic transactions and our ability to repay or refinance it or incur additional debt in the future; the impact of federal, state or local government regulations, including with respect to tax policy; our ability to repurchase shares of our common stock and the amounts and timing of repurchases; our ability to successfully realize the expected benefits of our restructuring program; economic and political conditions generally; our ability to optimize our business portfolio by identifying acquisition targets, executing upon any strategic acquisitions or divestitures, integrating acquired businesses and realizing the synergies from strategic transactions; and the unpredictability and severity of catastrophic events, including cyber security threats, acts of terrorism or outbreak of war or hostilities or public health crises, as well as management’s response to any of the aforementioned factors. 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. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.