CECO Environmental (CECO) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

On February 28, 2007, CECO Environmental Corp. (the “Company” or “CECO”), through its wholly owned subsidiary CECO Acquisition Corp., purchased substantially all of the assets of Effox, Inc. (“Effox”). The purchase price was approximately $12.8 million, consisting of cash paid of approximately $7.0 million and liabilities assumed of approximately $5.8 million. The purchase price is subject to adjustment based on final determined values of certain assets and liabilities as of the closing date. Additionally, the former owners of Effox are entitled to earn-out payments of up to $1 million in the aggregate upon the attainment of specified gross profit amounts through December 31, 2009. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition (dollars in thousands):

Current assets	$	8,261
Property and equipment		278
Intangible assets – finite life		231
Goodwill		3,910
Other assets		129
Total assets acquired		12,809
Current liabilities assumed		(4,756	)
Other liabilities assumed		(1,048	)
Net assets acquired	$	7,005

The unaudited pro forma combined statement of income for the year ended December 31, 2006 has been prepared as if the acquisition had occurred on January 1, 2006. The unaudited pro forma combined balance sheet as of December 31, 2006 has been prepared as if the acquisition had occurred on that date.

The unaudited pro forma combined financial information is provided for informational purposes only. The pro forma information is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the acquisition been completed at the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of the Company. No effect has been given in the unaudited pro forma combined statement of income for synergistic benefits that may be realized through the combination of the two companies or the costs that may be incurred in integrating their operations. The unaudited pro forma combined financial statements should be read in conjunction with the respective historical financial statements and notes thereto for the Company that are filed on Form 10-K with the Securities and Exchange Commission and the historical financial statements of Effox, which are included as Exhibit 99.1 in this Form 8-K/A.

The following unaudited pro forma combined financial information was prepared using the purchase method of accounting as required by FASB Statement of Financial Accounting Standards No. 141, “Business Combinations”. The purchase price has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of acquisition. Any differences between the fair value of the consideration issued and the fair value of the assets and liabilities acquired will be recorded as goodwill. The purchase price and fair value estimates for the purchase price allocation may be refined as additional information becomes available.

Unaudited Pro Forma Condensed Combined Balance Sheet

December 31, 2006

	Historical						Pro Forma
	CECO			Effox			Adjustments			Combined
	(Dollars in thousands, except per share data)
ASSETS
Cash and cash equivalents	$	445		$	2,196		$	(2,196	)(A)	$	445
Accounts receivable, net		26,925			6,655			—			33,580
Costs and estimated earnings in excess of billings on uncompleted contracts		10,766			—			944	(C)		11,710
Inventories		2,755			2,172			(1,083	)(C)		3,844
Prepaid expenses and other current assets		1,762			183			—			1,945
Total current assets		42,653			11,206			(2,335	)		51,524
Property and equipment, net		8,530			292			—			8,822
Goodwill, net		9,527			—			3,910	(E)		13,437
Intangible assets - finite life, net		576			—			231	(D)		807
Intangible assets - indefinite life		1,395			—			—			1,395
Deferred tax asset		—			—			—			—
Deferred charges and other assets		507			771			(329	)(A)		949
	$	63,188		$	12,269		$	1,477		$	76,934
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current portion of debt	$	620		$	6,932		$	(6,932	)(A)	$	620
Accounts payable and accrued expenses		17,879			6,797			(1,619	)(A)		23,057
Customer advances		—			2,314			(2,314	)(C)		—
Billings in excess of costs and estimated earnings on uncompleted contracts		9,559			—			1,814	(C)		11,373
Accrued income taxes		284			25			(25	)(A)		284
Total current liabilities		28,342			16,068			(9,076	)		35,334
Other liabilities		2,524			2,063			(2,063	)(A)		2,524
Debt, less current portion		9,971			—			6,754	(F)		16,725
Deferred income tax liability		2,527			—			—			2,527
Related party subordinated notes		4,901			—			—			4,901
Mandatorily redeemable preferred stock		—			3,079			(3,079	)(A)		—
Total liabilities		48,265			21,710			(7,464	)		62,011
Commitments and contingencies
Shareholders’ equity:
Preferred stock		—			—			—			—
Common stock		116			794			(794	)(A)		116
Capital in excess of par value		20,421			—			—			20,421
Accumulated deficit		(3,978	)		(9,735	)		9,735	(A)		(3,978	)
Accumulated other comprehensive loss		(1,280	)		—			—			(1,280	)
		15,279			(8,941	)		8,941			15,279
Less treasury stock, at cost		(356	)		—			—			(356	)
Total shareholders’ equity		14,923			(8,941	)		8,941			14,923
	$	63,188		$	12,269		$	1,477		$	76,934

See notes to unaudited pro forma combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Income

Year ended December 31, 2006

	Historical						Pro Forma
	CECO			Effox			Adjustments			Combined
	(Dollars in thousands, except per share data)
Net sales	$	135,359		$	28,640		$	298	(C)	$	164,297
Costs and expenses:
Cost of sales, exclusive of items shown separately below		111,261			21,100			224	(C)		132,549
Selling and administrative		16,822			4,720			—			21,578
Depreciation and amortization		1,229			169			154	(D)		1,552
		129,312			25,989			378			155,679
Income from operations		6,047			2,651			(80	)		8,618
Other (expense) income		812			(3	)		—			809
Interest expense		(1,997	)		(828	)		337	(B),(F)		(2,488	)
		(1,185	)		(831	)		337			(1,679	)
Income before income taxes		4,862			1,820			257			6,939
Income tax expense		1,768			707			48	(G)		2,523
Net income	$	3,094		$	1,113		$	209		$	4,416
Per share data:
Basic net income	$	0.27								$	0.39
Diluted net income	$	0.24								$	0.34
Weighted average number of common shares outstanding:
Basic		11,260,459									11,260,459
Diluted		12,890,401									12,890,401

See notes to unaudited pro forma combined financial statements.

Notes to Unaudited Pro Forma Combined Financial Statements

(A) Represents the elimination of Effox’s equity accounts, as well as assets and liabilities that were excluded from the acquisition.

(Dollars in thousands)
Cash and cash equivalents	$	(2,196	)
Deferred charges and other assets	$	(329	)
Current portion of debt	$	(6,932	)
Accounts payable and accrued expenses	$	(1,619	)
Accrued income taxes	$	(25	)
Other liabilities	$	(2,063	)
Mandatorily redeemable preferred stock	$	(3,079	)
Common stock	$	(794	)
Accumulated deficit	$	9,735

(B) Represents the elimination of interest expense totaling $828,000 for debt which was not assumed in the acquisition.

(C) Represents adjustments to convert the Effox accounts from the completed contract method of accounting to the percentage of completion method of accounting for contracts for which costs can reasonably be estimated.

(Dollars in thousands)
Pro Forma Consolidated Balance Sheet
Inventories	$	(1,083	)
Customer advances	$	(2,314	)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	944
Billings in excess of costs and estimate earnings on uncompleted contracts	$	1,814
Pro Forma Consolidated Statement of Income
Net sales	$	298
Cost of sales	$	224

(D) Represents the purchase price allocation to an intangible asset for customer contracts of approximately $231,000 and for related amortization expense of approximately $154,000 based on its estimated useful life of 18 months.

(E) Represents residual goodwill of approximately $3,910,000 resulting from the allocation of the purchase price to acquired assets and assumed liabilities as if the acquisition had occurred at December 31, 2006.

(F) Represents the amount of debt that would have been incurred to finance the acquisition, as if the acquisition had occurred at December 31, 2006. Also represents additional interest expense which would have been associated with the increase in debt bearing an interest rate of LIBOR plus 2.25%.

(Dollars in thousands)
Pro Forma Consolidated Balance Sheet
Debt	$	6,754
Pro Forma Consolidated Statement of Income
Interest expense	$	(491	)

(G) Represents the adjustment to income tax expense as if the acquisition had occurred at January 1, 2006, using the Company’s effective tax rate of 36% for the year ended December 31, 2006.