CECO Environmental (CECO) 8-K CECO Environmental Corp. Reports Second Quarter and Six Months 2015 Results

Exhibit 99.2

Non-GAAP Financial Information

CECO

is

providing

the

non-GAAP

historical

financial

measures

in

this

presentation,

as

the

Company

believes

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

the

GAAP

statement

of

operations.

Non-GAAP

gross

margin,

non-GAAP

operating

income,

non-GAAP

net

income,

non-GAAP

adjusted

EBITDA,

non-GAAP

gross

profit

margin,

non-GAAP

operating

margin,

non-GAAP

earnings

per

basic

and

diluted

share,

as

we

present

them

in

the

financial

data

included

in

this

presentation,

have

been

adjusted

to

exclude

the

effects

of

expenses

related

to

property,

plant,

and

equipment

valuation

adjustments,

acquisition

and

integration

expense

activities

including

retention,

legal,

accounting,

banking,

amortization

and

earnout

expenses,

the

impact

of

foreign

currency

remeasurement

and

the

associated

tax

benefit

of

these

charges.

Management

believes

that

these

items

are

not

necessarily

indicative

of

the

Company’s

ongoing

operations

and

their

exclusion

provides

individuals

with

additional

information

to

compare

the

Company's

results

over

multiple

periods.

Additionally,

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

gross

margin,

non-GAAP

operating

income,

non-GAAP

net

income,

non-GAAP

adjusted

EBITDA,

non-GAAP

gross

profit

margin,

non-GAAP

operating

margin,

and

non-GAAP

earnings

per

basic

and

diluted

shares

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.

In

accordance

with

the

requirements

of

Regulation

G

issued

by

the

Securities

and

Exchange

Commission,

non-GAAP

gross

margin,

non-

GAAP

operating

income,

non-GAAP

net

income,

non-GAAP

adjusted

EBITDA,

non-GAAP

gross

profit

margin,

non-GAAP

operating

margin,

and

non-GAAP

earnings

per

basic

and

diluted

share

stated

in

the

tables

above

are

reconciled

to

the

most

directly

comparable

GAAP

financial

measures.

Free

cash

flow

has

limitations

due

to

the

fact

that

it

does

not

represent

the

residual

cash

flow

available

for

discretionary

expenditures,

since

it

does

not

take

into

account

debt

service

requirements

or

other

non-discretionary

expenditures

that

are

not

deducted

from

the

measure.

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

Additionally,

CECO

cautions

investors

that

the

non-GAAP

financial

measures

used

by

the

Company

may

not

be

comparable

to

similarly

titled

measures

of

other

companies.

Safe Harbor Statement

2

Forward-looking Statements

Any

statements

contained

in

this

presentation

other

than

statements

of

historical

fact,

including

statements

about

management’s

beliefs

and

expectations,

are

forward-looking

statements

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.

Words

such

as

“estimate,”

“believe,”

“anticipate,”

“expect,”

“intend,”

“plan,”

“target,”

“project,”

“should,”

“may,”

“will”

and

similar

expressions

are

intended

to

identify

forward-

looking

statements.

Forward-looking

statements

(including

oral

representations)

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.

These

risks

and

uncertainties

include,

but

are

not

limited

to:

our

ability

to

successfully

complete

the

acquisition

of

PMFG;

our

ability

to

successfully

integrate

acquired

businesses

and

realize

the

synergies

from

acquisitions,

including

PMFG,

as

well

as

a

number

of

factors

related

to

our

business

including

economic

and

financial

market

conditions

generally

and

economic

conditions

in

CECO’s

service

areas;

dependence

on

fixed

price

contracts

and

the

risks

associated

therewith,

including

actual

costs

exceeding

estimates

and

method

of

accounting

for

contract

revenue;

fluctuations

in

operating

results

from

period

to

period

due

to

seasonality

of

the

business;

the

effect

of

growth

on

CECO’s

infrastructure,

resources,

and

existing

sales;

the

ability

to

expand

operations

in

both

new

and

existing

markets;

the

potential

for

contract

delay

or

cancellation;

changes

in

or

developments

with

respect

to

any

litigation

or

investigation;

the

potential

for

fluctuations

in

prices

for

manufactured

components

and

raw

materials;

the

substantial

amount

of

debt

incurred

in

connection

with

our

recent

acquisitions

and

our

ability

to

repay

or

refinance

it

or

incur

additional

debt

in

the

future;

the

impact

of

federal,

state

or

local

government

regulations;

economic

and

political

conditions

generally;

and

the

effect

of

competition

in

the

product

recovery,

air

pollution

control

and

fluid

handling

and

filtration

industries.

These

and

other

risks

and

uncertainties

are

discussed

in

more

detail

in

CECO’s

filings

with

the

Securities

and

Exchange

Commission,

including

our

reports

on

Form

10-K

and

Form

10-Q.

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.

All

forward-looking

statements

attributable

to

CECO

or

persons

acting

on

behalf

of

CECO

are

expressly

qualified

in

their

entirety

by

the

cautionary

statements

and

risk

factors

contained

in

this

presentation

and

CECO’s

respective

filings

with

the

Securities

and

Exchange

Commission.

Furthermore,

forward-looking

statements

speak

only

as

of

the

date

they

are

made.

Except

as

required

under

the

federal

securities

laws

or

the

rules

and

regulations

of

the

Securities

and

Exchange

Commission,

CECO

undertakes

no

obligation

to

update

or

review

any

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise.

Safe Harbor Statement

3

Important Information for Investors and Stockholders

This

communication

does

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

buy

securities

or

a

solicitation

of

any

vote

or

approval.

This

communication

is

not

a

substitute

for

the

prospectus/proxy

statement

that

CECO

and

PMFG

will

file

with

the

SEC.

Investors

in

CECO

or

PMFG

are

urged

to

read

the

prospectus/proxy

statement,

which

will

contain

important

information,

including

detailed

risk

factors,

when

it

becomes

available.

The

prospectus/proxy

statement

and

other

documents

that

will

be

filed

by

CECO

and

PMFG

with

the

SEC

will

be

available

free

of

charge

at

the

SEC’s

website,

www.sec.gov,

or

by

directing

a

request

when

such

a

filing

is

made

to

(1)

CECO

Environmental

Corp.,

by

mail

at

4625

Red

Bank

Road

Suite

200,

Cincinnati,

Ohio

45227,

Attention:

Investor

Relations,

by

telephone

at

800-333-5475

or

by

going

to

CECO’s

Investor

page

on

its

corporate

website

at

www.cecoenviro.com;

or

(2)

PMFG,

Inc.

by

mail

at

14651

North

Dallas

Parkway

Suite

500,

Dallas,

Texas

75254,

Attention:

Investor

Relations,

by

telephone

at

877-

879-7634,

or

by

going

to

PMFG,

Inc.’s

Investors

page

on

its

corporate

website

at

www.pmfginc.com.

A

final

prospectus/proxy

statement

will

be

mailed

to

CECO’s

stockholders

and

shareholders

of

PMFG.

Safe Harbor Statement

4

Proxy Solicitation

CECO

and

PMFG,

and

certain

of

their

respective

directors,

executive

officers

and

other

members

of

management

and

employees

may

be

deemed

participants

in

the

solicitation

of

proxies

in

connection

with

the

proposed

transactions.

Information

about

the

directors

and

executive

officers

of

CECO

is

set

forth

in

the

proxy

statement

for

CECO’s

2015

annual

meeting

of

stockholders

and

CECO’s

10-K

for

the

year

ended

December

31,

2014.

Information

about

the

directors

and

executive

officers

of

PMFG

is

set

forth

in

the

proxy

statement

for

PMFG’s

2014

annual

meeting

of

shareholders

and

PMFG’s

Form

10-K

for

the

year

ended

June

28,

2014.

Investors

may

obtain

additional

information

regarding

the

interests

of

such

participants

in

the

proposed

transactions

by

reading

the

prospectus/proxy

statement

for

such

proposed

transactions

when

it

becomes

available.

6

•

Revenue

Growth

–

Revenue of $87 million, up 31% year-over-year

–

Organic revenue is up 4.5% in 1H15 using constant FX

–

Organic revenue was flat for Q215 vs last year

–

1H15 revenue $168 million vs $123 million in prior year

•

Bookings / Backlog Trends

–

2Q15 bookings of $75 million

up 29% year-over-year

–

Organic bookings up 4% for 1H15

–

Organic bookings in 2Q15 are flat

–

Backlog of $140 consistent with at year end

•

EPS Growth

–

GAAP EPS for 2Q15 of $0.08 compared with $0.17 in 2Q14

–

Non-GAAP EPS for 2Q15 of $0.32 vs. $0.25 in 2Q14

2Q15 Financial Highlights

7

•

Non-GAAP Gross Margin

–

Gross margin of 31% in Q215 compared with 26% in Q1, primarily

attributable to:

•

Aftermarket mix, higher OE GP, business improvement and project execution

•

Non-GAAP Operating Margin

–

Operating

margins

improved

to

14.2%

in

Q215

vs

9.3%

in

Q1

and

10.4%

in Q414

–

SG&A betterment at 16.6% and will increase slightly in Q3 and Q4

•

Adjusted EBITDA

–

Adjusted EBITDA of $13.5 million, up from $11.0 million in prior year

–

1H15 adjusted EBITDA of $22.1 million, up from $20.4 million in prior year

2Q15 Quarterly Financial Highlights

Business Conditions & Strategic Review

8

•

Overall end markets are unchanged with the exception of China and we are

executing on our Sales Excellence and                     initiatives

•

Environmental segment continues to gain momentum; China has slowed

•

Global refinery activity is strong

•

Energy segment ; global natural gas power generation business is strong and

traditional power is picking up internationally, but remains soft domestically

•

Fluid Handling and Filtration segment is on track with a strong 2H expected

•

Aftermarket sales strategies continue to gain momentum

•

Integration of Zhongli,

Emtrol-Buell, and HEE-Duall

are 100% complete and we

are very pleased with the performance of these businesses

•

The team is now ready for the CECO-PMFG total integration process

•

The acquisition of PMFG is a significant strategic event, closing in September

9

Strong strategic fit, environmental and energy related portfolios

1.

Key step towards becoming the market leader in natural gas power gen

3.

Enhances global footprint, particularly in China, Europe and the Middle East

5.

4.

Provides access to attractive end markets to drive long-term growth

6.

Brings a leading portfolio of highly engineered product offerings

8.

Poised to benefit from a balanced portfolio and diverse end markets

7.

Grows aftermarket & recurring revenue opportunity with $5B installed base

2.

Poised to achieve significant sales and $15 million in cost synergies

Announcement of Proposed Acquisition of PMFG, Inc.

-

Key Transaction Benefits & Strategic Rationale

9.

We anticipate the acquisition will close in Q3

CECO and PMFG –

Technology Leaders in

Comprehensive Solutions for the Natural

Gas Turbine

Peerless Mfg. Co.

Emission Control Systems

64MW Simple-Cycle  CT

10

Peerless SCRs is a world

leader in selective catalytic

reduction emission control

systems

Aarding-Effox

are

experts in

exhaust systems, dampers,

diverters & acoustical

abatement systems

Aarding

Stack &

Silencer

Peerless

Emissions

Control

Systems

Aarding-Effox

Diverter Damper &

Expansion Joints

Aarding

Steam

Vent

Silencer

Gas Turbine

Exhaust

Aarding

Bypass

System Including

Silencers

11

CECO and PMFG –

Technology Leaders

in Environmental-Industrial Silencers

Design, Engineering and

Manufacturing of Silencers for Full

Range of Industrial Applications

12

CECO-PMFG Combination Will Provide a Stronger-Larger-

More Profitable Asian Region Platform for the Future

$66.6

$63.3

$76.1

$81.0

$86.9

2Q14

3Q14

4Q14

1Q15

2Q15

14

•

Record revenue of $87 million, up 31% y/y and 8% sequentially

•

1H15 organic growth was up 4.5% and on a constant currency basis,

organic revenue was flat for 2Q15

•

Gains in revenue are driven by a combination of organic growth, sales

excellence, and revenue from acquisitions

($ in millions)

2Q15 Quarterly Financial Highlights

Revenue

Backlog

$96.0

$106.2

$140.1

$153.0

$140.3

2Q14

3Q14

4Q14

1Q15

2Q15

($ in millions)

15

2Q15 Quarterly Financial Highlights

$57.7

$69.9

$63.7

$93.9

$74.6

2Q14

3Q14

4Q14

1Q15

2Q15

Bookings

•

Organic bookings are up 4.5% 1H and flat in Q2, following a very strong

1Q15

•

Solid 2Q15 backlog of $140.3 million

•

2Q15 bookings of $75 million vs

$57.7 million a year ago

32.3%

33.6%

29.8%

26.2%

30.7%

2Q14

3Q14

4Q14

1Q15

2Q15

16

2Q15 Financial Highlights

Non-GAAP Gross Margin

•

Gross margin increased to 30.7% in Q2 due to mix changes, operational

excellence, and aftermarket

•

Operating margin of 14.2% in Q2 vs. 9.3% in Q1 showing excellent

improvement

•

Exceeded Q2 margin expectations due to various favorable factors

•

Good SG&A control at 16.6% for 1H15

14.9%

12.9%

10.9%

9.3%

14.2%

2Q14

3Q14

4Q14

1Q15

2Q15

Non-GAAP Operating Margin

$11.0

$9.4

$8.9

$8.6

$13.5

2Q14

3Q14

4Q14

1Q15

2Q15

17

Adjusted EBITDA

•

Adjusted

EBITDA

of

$13.5

million

in

2Q15

vs

$8.6

million

1Q15

and

$11.0

million in the prior year

•

Non-GAAP EPS of $0.32, up from $0.21 in 1Q15 and up from $0.25 in 2Q14

•

1H15 Non-GAAP EPS $0.53 vs $0.44 in 1H14

•

We have consistently excluded FX re-measurement in 2015 and 2014

Non-GAAP EPS

Note: See supplemental slide for adjusted EBITDA reconciliation and important disclosures regarding CECO’s use of adjusted EBITDA.

($ in millions)

2Q15 Quarterly Financial Highlights

$0.25

$0.25

$0.22

$0.21

$0.32

2Q14

3Q14

4Q14

1Q15

2Q15

$32.9

$27.7

$40.3

$41.7

$41.8

2Q14

3Q14

4Q14

1Q15

2Q15

18

Environmental Segment

Revenue

•

Revenue of $41.8 million was up 27% y/y

•

Bookings of $31.0 million in 2Q15, up 17.4% y/y

•

Aftermarket continues to gain momentum

•

July booking of U.S. Refinery project totaling $14.5 million

•

Expect a stronger 2H both domestically and in Asia

$26.4

$24.6

$33.3

$51.2

$31.0

2Q14

3Q14

4Q14

1Q15

2Q15

Bookings

($ in millions)

2nd Quarter Results

19

Revenue

•

Revenue of $27.3 million was up 62.5% y/y

•

Revenue is up 12% sequentially

•

Aftermarket and retrofit opportunities continue to grow

•

The Energy segment continues to expand globally

•

Aarding, Effox

and Zhongli

are all on track and doing well

Bookings

Energy Segment

($ in millions)

2nd Quarter Results

$16.8

$18.0

$20.2

$24.3

$27.3

2Q14

3Q14

4Q14

1Q15

2Q15

$14.8

$28.4

$14.6

$26.5

$25.0

2Q14

3Q14

4Q14

1Q15

2Q15

20

Revenue

•

Organic revenue of $17.7 million, up 16.4% sequentially, 6.0% y/y

•

Organic bookings of $18.6 million, up 14.8% sequentially

•

Margin expansion and operational excellence continuing on plan

•

Aftermarket is accelerating

•

Added strategic sales leadership resources in 1H

Bookings

Fluid Handling & Filtration Segment

($ in millions)

2nd Quarter Results

$16.7

$17.6

$15.9

$15.2

$17.7

2Q14

3Q14

4Q14

1Q15

2Q15

$16.6

$16.7

$15.8

$16.2

$18.6

2Q14

3Q14

4Q14

1Q15

2Q15

21

12/31/2011

12/31/2012

12/31/2013

12/31/2014

6/30/2015

Cash & Equivalents

$ 12.7

$

23.0

$  22.7

$  19.4

$  17.1

Total Assets

$ 79.3

$ 94.1

$348.5

$414.4

$416.7

Total Bank Debt

$   0.0

$ 

0.0

$  89.1

$112.4

$111.7

Shareholders’Equity

$ 43.0

$

62.0

$170.4

$181.2

$180.6

Current Assets

Current Liabilities

Net Working Capital

$ 53.5

$(23.6)

$ 29.9

$ 64.3   

$(27.5)

$ 36.8

$124.8

$(59.3)

$ 65.5

$143.0

$(75.4)

$ 67.6

Balance Sheet

.

Selected Balance Sheet

Information

Note: Balance Sheet figures presented as reported in Company filings

$152.0

$(83.8)

$ 68.2

Balance Sheet Detail

($ in millions)

Net Debt to Pro Forma EBITDA = 2.00 Leverage Ratio

Supplemental

22

23

Non-GAAP Gross Margin

($ in millions)

Annual

Q1

Q2

Q3

Q4

Annual

Q1

Q2

YTD

TTM

2013

2014

2014

2014

2014

2014

2015

2015

2015

2015

Gross profit as reported in accordance with GAAP

$61.6

$19.7

$21.4

$21.1

$22.6

$84.8

$21.0

$26.6

$47.6

$91.3

Gross profit margin in accordance with GAAP

31.2%

34.4%

32.1%

33.3%

29.7%

32.2%

25.9%

30.6%

28.4%

29.7%

Inventory valuation adjustment

1.1

-

-

-

-

-

-

-

-

-

Plant, property and equipment valuation

adjustment

0.2

0.2

0.1

0.2

0.1

$0.6

0.2

0.1

0.3

0.6

Non-GAAP gross margin

$62.9

$19.9

$21.5

$21.3

$22.7

$85.4

$21.2

$26.7

$47.9

$91.9

Non-

GAAP Gross profit margin

31.9%

34.8%

32.3%

33.6%

29.8%

32.4%

26.2%

30.7%

28.5%

29.9%

24

Non-GAAP Operating Margin

($ in millions)

Annual

Q1

Q2

Q3

Q4

Annual

Q1

Q2

YTD

TTM

2013

2014

2014

2014

2014

2014

2015

2015

2015

2015

Operating income as reported in accordance with GAAP

$7.0

$5.5

$7.2

$5.2

$3.8

$21.7

$3.0

$4.5

$7.5

$16.5

Operating margin in accordance with GAAP

3.5%

9.6%

10.8%

8.2%

5.0%

8.2%

3.7%

5.2%

4.5%

5.4%

Inventory valuation adjustment

1.1

-

-

-

-

-

-

-

-

-

Plant, property and equipment valuation

adjustment

0.2

0.2

0.1

0.2

0.1

0.6

0.2

0.1

0.3

0.6

Acquisition and integration expenses

7.2

0.1

0.2

0.1

0.9

1.3

0.3

1.0

1.3

2.3

Amortization and earn-out expenses

6.8

2.5

2.4

2.4

2.8

10.1

4.0

6.7

10.7

15.9

Legal reserves

3.5

-

-

0.3

-

0.3

-

-

-

0.3

Non-GAAP operating income

$25.8

$8.3

$9.9

$8.2

$7.6

$34.0

$7.5

$12.3

$19.8

$35.6

Non-GAAP Operating margin

13.1%

14.5%

14.9%

12.9%

10.0%

12.9%

9.3%

14.2%

11.8%

11.6%

25

Non-GAAP NI & EBITDA

($ in millions)

Annual

Annual

Annual

Annual

Annual

Q1

Q2

Q3

Q4

Annual

Q1

Q2

YTD

TTM

2009

2010

2011

2012

2013

2014

2014

2014

2014

2014

2015

2015

2015

2015

Net income as reported in accordance with GAAP

$(15.0)

$2.1

$8.3

$10.9

$6.6

$3.0

$4.5

$3.7

$1.9

$13.1

$0.2

$2.1

$2.3

$7.9

Inventory valuation adjustment

-

-

-

-

1.1

-

-

-

-

-

-

-

$-

$-

Plant, property and equipment valuation adjustment

-

-

-

-

0.2

0.2

0.1

0.2

0.1

0.6

0.2

0.1

$0.3

$0.6

Acquisition and integration expenses

-

-

-

-

7.2

0.1

0.2

0.1

0.9

1.3

0.3

1.0

$1.3

$2.3

Amortization and earn-out expenses

-

-

-

-

6.8

2.5

2.4

2.4

2.8

10.1

4.0

6.7

$10.7

$15.9

Legal reserves

-

-

-

-

3.5

-

-

0.3

-

0.3

-

-

$-

$0.3

Foreign currency remeasurement

-

-

-

-

(1.1)

-

-

1.7

1.2

2.9

2.7

(0.6)

$2.1

$5.0

Tax benefit of expenses

-

-

-

-

(4.6)

(0.8)

(0.7)

(1.2)

(1.0)

(3.7)

(1.7)

(0.8)

$(2.5)

$(4.7)

Non-GAAP net income

$(15.0)

$2.1

$8.3

$10.9

$19.7

$5.0

$6.5

$7.2

$5.9

$24.6

$5.7

$8.5

$14.2

$27.3

Depreciation

2.5

1.8

1.4

1.2

1.6

0.8

0.7

0.8

0.8

3.1

0.7

0.6

$1.3

$2.9

Non-cash stock compensation

1.0

0.9

0.7

0.7

1.1

0.3

0.4

0.5

0.5

1.7

0.4

0.5

$0.9

$1.9

Goodwill impairment

17.1

-

-

-

-

-

-

-

-

-

-

-

$-

$-

Other (income)/expense

0.8

0.1

(0.5)

0.1

0.1

0.1

0.1

(0.2)

(0.6)

(0.6)

(1.0)

0.1

$(0.9)

$(1.7)

Interest expense

1.3

1.2

1.1

1.2

1.5

0.7

0.8

0.7

0.9

3.1

1.0

1.2

$2.2

$3.8

Income tax expense

(3.1)

1.4

3.4

4.5

4.5

2.5

2.5

0.4

1.4

6.8

1.8

2.6

$4.4

$6.2

Non-GAAP EBITDA

$4.6

$7.5

$14.4

$18.6

$28.5

$9.4

$11.0

$9.4

$8.9

$38.7

$8.6

$13.5

$22.1

$40.4

Basic Shares Outstanding

20,116,991

25,606,352

25,643,508

25,691,884

26,057,831

25,750,972

26,271,316

26,283,529

26,277,456

26,076,140

Diluted Shares Outstanding

20,719,951

26,115,512

26,107,648

26,129,427

26,467,984

26,196,901

26,598,799

26,627,051

26,643,857

26,455,815

Earnings (loss) per share:

Basic

$0.33

$0.12

$0.18

$0.14

$0.07

$0.51

$0.01

$0.08

$0.09

$0.30

Diluted

$0.32

$0.12

$0.17

$0.14

$0.07

$0.50

$0.01

$0.08

$0.09

$0.30

Non-GAAP earnings per share:

Basic

$0.98

$0.20

$0.25

$0.28

$0.22

$0.95

$0.22

$0.32

$0.54

$1.04

Diluted

$0.95

$0.19

$0.25

$0.28

$0.22

$0.94

$0.21

$0.32

$0.53

$1.03

26

($ in Millions)

CECO

Reported

Pro-forma

(Recent

Acquisitions)

CECO

Standalone

PMFG

Pro-forma CECO

Combined

GAAP Revenues 

$263.2

$64.7

$327.9

$158.1

$ 486.0

GAAP Gross profit

$84.8

$13.6

$98.4

$45.7

$144.1

SG&A as reported in accordance with GAAP

$51.4

$6.6

$58.0

$51.5

$109.5

GAAP Net income

$13.1

$8.1

$21.2

($33.1)

($11.9)

Amortization and earn-out expenses

$10.1

-

$10.1

$0.9

$11.0

Other

(1)

$5.1

$0.3

$5.4

$26.5

$31.9

Tax benefit of expenses

($3.7)

-

($3.7)

($2.2)

($5.9)

Non-GAAP net income

$24.6

$8.4

$33.0

($7.8)

$25.2

Depreciation

$3.1

-

$3.1

$1.8

$4.9

Non-cash

stock

compensation

$1.7

-

$1.7

$1.1

$2.8

Other

(income)/expense

($0.6)

-

($0.6)

($0.1)

($0.7)

Interest

expense

$3.1

-

$3.1

$1.8

$4.9

Income

tax

expense

$6.8

-

$6.8

1.1

$7.9

Non GAAP Adjusted EBITDA

$38.7

$8.4

$47.1

($2.1)

$45.0

Non-GAAP Adjusted EBITDA (with Synergies)

$60.0

GAAP to Non-GAAP Adjusted EBITDA Reconciliation

(Twelve Months ended 12/31/2014)

(1)    Includes plant, property and equipment (PPE) valuation adjustments, acquisition and integration expenses, legal reserves and foreign currency re-measurement