4Q and FYE 2014 Results Conference Call

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1 A global environmental technology company focused on air pollution control, energy, fluid handling and filtration industries 4Q and FYE 2014 Results Conference Call March 5,

2 Safe Harbor Statement 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, and 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 acquisition and integration expense activities including retention, legal, accounting, banking, amortization and contingent 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, 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. 2

3 Safe Harbor Statement 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 forwardlooking 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, 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 in connection with acquisitions and CECO s 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 air pollution control and industrial ventilation industry. 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 press release 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 information, whether as a result of new information, future events or otherwise. 3

4 Jeff Lang President and Chief Executive Officer 4 4

5 Revenue 4Q14 Quarterly Financial Highlights Revenue of $76.1 million, up 10.7% y/y and up 20.2% sequentially Revenue on an organic basis is down slightly vs. 4Q13 YTD revenue is $263.2 vs. $197 million in 2013 Bookings / Backlog 4Q14 bookings of $63.7 million was on par with average for 2014 YTD bookings at $254.9 million, up 28% over the prior year Solid backlog growth at $140 million vs. $106 million in Q3, up 32% over the prior year. Record back-log due to acquisitions EPS GAAP EPS for 4Q14 of $0.07 compared to $0.11 in 4Q13 Non-GAAP EPS for 4Q14 of $0.22 vs. $0.23 in 4Q13 Full year non-gaap EPS was $0.94 vs. $0.95 in the prior year We have consistently excluded FX re-measurement in 2014 and 2013 We fell short of our 2014 aspiration of $1.00 non-gaap EPS 5

6 4Q14 Quarterly Financial Highlights Non-GAAP Gross Margin Gross margin of 29.8% decreased 260 bps over last year and down 380 bps sequentially YTD gross margins of 32.4% versus 31.9% last year and on track with our target Non-GAAP Operating Margin Operating margin of 10.9% decreased 270 bps over last year s 13.6%, and fell 200 bps sequentially YTD operating margin of 13.2% is a 10 bps increase over last year s 13.1% Adjusted EBITDA Adjusted EBITDA of $9.7 million, down 8% y/y and up approximately 3% sequentially Full year adjusted EBITDA of $39.5 million vs. $28.5 million in 2013, or a 39% increase CECO 2014 pro-forma EBITDA $48M we re looking for solid growth in

7 2014 Operational Highlights Sales excellence initiatives and progressing Added the critical scale and leadership to reach our aspirations Fluid Handling-Filtration margin expansion, Energy record bookings and APC finished up 2014 stronger Aftermarket and recurring revenues targets on track CECO China platform operating at a $50MM+ Rev Successfully completed four strategic acquisitions Created the global leader of engineered cyclone technology Established leadership position in large scale Nat Gas Power $327M Rev and $47M platform to grow and generate earnings 7

8 Business Conditions and Outlook Overall business conditions were essentially unchanged compared to the previous quarter APC trending is positive, with activity bookings and revenue Global and domestic natural gas power remains a strong market with quotation activity up significantly Fluid Handling & Filtration on track for a good 2015 Domestic traditional utility market remain flat, but growing globally Asian markets solid across nearly all end-markets, CECO China on track with a our $55M Rev platform to grow We re excited about our $327M Rev and $47M EBITDA platform to continue expanding globally and earnings generation 8

9 2015 Strategic Business Objectives Continue growing our EBITDA for Full Year 2015 Organic growth through our Sales Excellence initiative Leverage expanded China footprint and portfolio Maximize opportunity in global Nat Gas power generation Finalize integration and synergies of 2014 acquisitions Grow share and leverage of our newly merged global Emtrol-Buell-FKI Engineered Cyclone business Grow our aftermarket recurring revenues with our current $3.5B of installed base Fluid Handling-Filtration division expansion with a smart strategic-bolt-on acquisition 9

10 2014 Successful Mid-Size Acquisitions Completed EMTROL Approximately $35 million in annual revenue and $4.4 million in EBITDA Purchase price expected to be $38 million ($32M cash $6M stock) The New Co Emtrol, Buell and FKI will become world leader in cyclone technology Key solutions in product recovery, pollution control and environmental compliance for a variety of industries including the refinery, petrochemical, and chemical sectors The Emtrol CECO signed transaction was completed on Monday, November 3 rd ZHONGLI Approximately $28 million in annual revenue with $3.5 million in EBITDA Purchase price is comprised of an up front payment at closing with the balance based on average EBITDA generated over the next 3 years Zhongli is a great strategic fit with our Effox business and combined will create a leading provider of dampers and diverters for utility plants Zhongli brings a large Chinese customer base, distribution channel, and manufacturing footprint Combined, Effox Zhongli will be the global leader and provider of damper and diverter technology 10

11 Building the Platform to Grow TTM Revenue ($ in millions) CECO Legacy HEE SAT Emtrol Zhongli $327.9 (Combined) $197.3 $139.0 $140.6 $139.2 $

12 Building the Platform to Grow Adjusted EBITDA ($ in millions) CECO Legacy HEE SAT Emtrol Zhongli $47.9 (Combined) $28.5 $14.4 $18.6 $4.6 $ Note: See supplemental slide for adjusted EBITDA reconciliation and important disclosures regarding CECO s use of adjusted EBITDA. 12

13 2014 Balance Sheet and Shareholder Returns CECO Internal Metrics: Return on total assets improved 300 basis points (excluding the newer 2014 acquisitions) Net Working Capital improved to 19% as a percent of Rev vs. 22% last year (excluding the newer 2014 acquisitions) Net Debt to Equity = 0.52X Ratio Net Debt to adjusted EBITDA = 2.0X Ratio Free Cash Flow Conversion improved to 97% or $39.5M 13

14 Ed Prajzner Chief Financial Officer 14 14

15 4Q14 Quarterly Financial Highlights ($ in millions) Backlog Bookings $75.8 $77.9 $100.4 $98.5 $104.9 $96.0 $106.2 $140.1 $37.6 $46.5 $48.0 $66.8 $63.6 $57.7 $69.9 $63.7 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 Strong backlog of $140.1 million, up approximately 32% sequentially YTD Bookings at $254.9 million, up from $198.9 million in the prior-year period 4Q14 bookings of $63.7 million, vs. $66 million in 2013, down 4.6% y/y, and down 8.9% sequentially 15

16 4Q14 Quarterly Financial Highlights ($ in millions) Revenue $68.7 $57.2 $66.6 $63.3 $76.1 $44.4 $49.8 $34.4 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 Record revenue of $76.1 million, up 10.7% y/y and up approximately 20.2% sequentially full year revenues of $263 million, a record year for CECO Environmental Zhongli, Emtrol, SAT Technology, and HEE Environmental acquisitions added approximately $13.3M in 4Q14 revenue 16

17 Full Year 2014 Non-GAAP Operating Margin was 13.2% Non-GAAP Gross Margin Non-GAAP Operating Margin 32.6% 32.2% 30.1% 32.4% 34.8% 32.3% 33.6% 29.8% 13.4% 13.9% 11.4% 13.6% 14.5% 14.9% 12.9% 10.9% 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 Non-GAAP gross margin of 29.8%, down 260 bps y/y and down 380 bps q/q YTD non-gaap gross margin was up to 32.4% vs. 31.9% last year Operating margin of 10.9%, down 270 bps y/y and down 200 bps q/q YTD operating profit margin 13.2% vs. 13.1% last year 17

18 4Q14 Quarterly Financial Highlights ($ in millions) Adjusted EBITDA Non-GAAP EPS $6.7 $6.4 $10.6 $9.4 $11.0 $9.4 $9.7 $0.18 $0.30 $0.24 $0.23 $0.19 $0.25 $0.28 $0.22 $5.0 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 Note: See supplemental slide for adjusted EBITDA reconciliation and important disclosures regarding CECO s use of adjusted EBITDA. Adjusted EBITDA of $9.7 million vs. $9.7 million in the prior year Non-GAAP EPS of $0.22, down from $0.23 in 4Q13 Full year EPS was $0.94 vs. $0.95 last year Full year EBITDA was $39M vs. $28M last year We have consistently excluded FX re-measurement in 2014 and

19 Air Pollution Control Segment Fourth Quarter Results ($ in millions) Revenue Bookings $26.7 $32.9 $27.7 $40.3 $30.9 $26.4 $24.6 $33.3 1Q14 2Q14 3Q14 4Q14 1Q14 2Q14 3Q14 4Q14 Revenue of $40.3 million was up 49% sequentially Bookings of $33.3 million in 4Q14, up 35% sequentially and positive improvement The OneCECO APC systems approach is gaining traction with creating customer value Aftermarket continues to gain momentum to bolster our P&L Overall a solid APC quarter and finished the year strong. 19

20 Energy Segment Fourth Quarter Results ($ in millions) Revenue Bookings $28.4 $15.3 $16.8 $18.0 $20.2 $17.8 $14.8 $14.6 1Q14 2Q14 3Q14 4Q14 1Q14 2Q14 3Q14 4Q14 Revenue of $20.2 million was up 12% sequentially Bookings of $14.6 million in 4Q14, down 48% sequentially Previously announced wins in the Middle-East, Asia drove bookings We are expanding in China with additional key sales resources Aftermarket retrofit opportunities continue to grow 20

21 Fluid Handling and Filtration Segment Fourth Quarter Results ($ in millions) Revenue $17.6 $16.7 $15.9 $15.5 $15.1 Bookings $16.6 $16.7 $15.8 1Q14 2Q14 3Q14 4Q14 1Q14 2Q14 3Q14 4Q14 Margin expansion and operational excellence continuing on plan Revenue of $15.9 million, down 10% sequentially Bookings of $15.8 million, down 5% sequentially 21

22 Strong Balance Sheet & Cash Flow ($ in millions) Stockholders Equity Cash Conversion (1) / Free Cash Flow $170.4 $ % 98.4% 95.1% 97.0% 90.7% $ % $27.3 $31.8 $35.2 $43.0 $62.0 $2.8 $6.8 $14.0 $ (1) Defined as Free Cash Flow divided by adjusted EBITDA. FCF conversion approximately 97% YTD Net Debt-to-TTM EBITDA 2.0 Low capital expenditure model due to an asset lite manufacturing model $19.4 million of cash and cash equivalents and $112.4 million of long-term debt outstanding on 12/31/2014 YTD repaid $ 12 million and sold non-core assets for net proceeds of $ 8 million Quarterly dividend of $0.066 per share, 10% increase sequentially 22

23 Supplemental 23

24 Non-GAAP Gross Margin ($ in millions) Q1 Q2 Q3 Q4 YTD Q1 Q2 Q3 Q4 YTD Gross profit as reported in accordance with GAAP Gross profit margin in accordance with GAAP Inventory valuation adjustment Plant, property and equipment valuation adjustment $ 11.2 $ 14.3 $ 14.6 $ 21.5 $ 61.6 $ 19.7 $ 21.4 $ 21.1 $ 22.6 $ % 32.2% 29.3% 31.3% 31.2% 34.4% 32.1% 33.3% 29.7% 32.2% $ $ 0.6 Non-GAAP gross margin $ 11.2 $ 14.3 $ 15.1 $ 22.3 $ 62.9 $ 19.9 $ 21.5 $ 21.3 $ 22.7 $ 85.4 Non-GAAP Gross profit margin 32.6% 32.2% 30.1% 32.4% 31.9% 34.8% 32.3% 33.6% 29.8% 32.4% 24

25 Non-GAAP Operating Margin ($ in millions) Q1 Q2 Q3 Q4 YTD Q1 Q2 Q3 Q4 YTD Operating income as reported in accordance with GAAP $ 3.4 $ 3.3 $ (3.4) $ 3.7 $ 7.0 $ 5.5 $ 7.2 $ 5.2 $ 4.5 $ 22.4 Operating margin in accordance with GAAP Inventory valuation adjustment Plant, property and equipment valuation adjustment Acquisition and integration expenses Amortization and contingent acquisition expenses 9.9% 7.4% -6.8% 5.4% 3.5% 9.6% 10.8% 8.2% 5.9% 8.5% Legal reserves Non-GAAP operating income $ 4.6 $ 6.2 $ 5.6 $ 9.4 $ 25.8 $ 8.3 $ 9.9 $ 8.2 $ 8.3 $ 34.7 Non-GAAP operating margin 13.4% 13.9% 11.4% 13.6% 13.1% 14.5% 14.9% 12.9% 10.9% 13.2% 25

26 Non-GAAP NI & EBITDA ($ in millions) Annual Annual Annual Annual Q1 Q2 Q3 Q4 YTD Q1 Q2 Q3 Q4 YTD Net income as reported in accordance with GAAP $ (15.0) $ 2.1 $ 8.3 $ 10.9 $ 2.2 $ 3.1 $ (1.5) $ 2.8 $ 6.6 $ 3.0 $ 4.5 $ 3.7 $ 1.9 $ 13.1 Inventory valuation adjustment Plant, property and equipment valuation adjustment Acquisition and integration expenses Amortization and contingent acquisition expenses Legal reserves Foreign currency remeasurement (1.1) (1.1) Tax benefit of expenses (0.3) (0.4) (2.6) (1.3) (4.6) (0.8) (0.7) (1.2) (1.0) (3.7) Non-GAAP net income $ 15.0) $ 2.1 $ 8.3 $ 10.9 $ 3.1 $ 5.6 $ 4.9 $ 6.1 $ 19.7 $ 5.0 $ 6.5 $ 7.2 $ 5.9 $ 24.6 Depreciation Non-cash stock compensation Goodwill impairment Other (income)/expense (0.5) 0.1 (0.1) - (0.1) (0.2) (0.6) (0.6) Interest expense Income tax expense (3.1) Non-GAAP EBITDA $ 4.6 $ 7.5 $ 14.4 $ 18.6 $ 5.1 $ 6.7 $ 6.1 $ 10.6 $ 28.5 $ 9.4 $ 11.0 $ 9.4 $ 9.7 $ 39.5 Basic Shares Outstanding 17,078,192 17,750,512 19,965,010 25,582,686 20,116,991 25,606,352 25,643,508 25,691,884 26,057,831 25,750,972 Diluted Shares Outstanding 17,774,051 18,355,496 19,965,010 26,101,523 20,719,951 26,115,512 26,107,648 26,129,427 26,467,984 26,196,901 Earnings (loss) per share: Basic $ 0.13 $ 0.17 $ (0.07) $ 0.11 $ 0.33 $ 0.12 $ 0.18 $ 0.14 $ 0.07 $ 0.51 Diluted $ 0.12 $ 0.17 $ (0.07) $ 0.11 $ 0.32 $ 0.12 $ 0.17 $ 0.14 $ 0.07 $ 0.50 Non-GAAP earnings per share: Basic $ 0.19 $ 0.31 $ 0.24 $ 0.24 $ 0.98 $ 0.20 $ 0.25 $ 0.28 $ Diluted $ 0.18 $ 0.30 $ 0.24 $ 0.23 $ 0.95 $ 0.19 $ 0.25 $ 0.28 $

27 Cash Conversion and Free Cash Flow ($ in millions) Annual Annual Annual Annual Annual Annual Non-GAAP Adjusted EBITDA $ 3.8 $ 7.5 $ 15.0 $ 18.6 $ 28.5 $ 39.5 Acquisitions of property and equipment (1.0) (0.7) (1.0) (0.3) (1.4) (1.2) Free cash flow $ 2.8 $ 6.8 $ 14.0 $ 18.3 $ 27.1 $ 38.3 Non-GAAP Adjusted EBITDA $ 3.8 $ 7.5 $ 15.0 $ 18.6 $ 28.5 $ 39.5 Cash conversion ratio 73.7% 90.7% 93.3% 98.4% 95.1% 97.0% 27

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