10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark one)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly period ended September 30, 2007

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 0-7099

CECO ENVIRONMENTAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	13-2566064
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3120 Forrer Street, Cincinnati, Ohio 45209

(Address of principal executive offices) (Zip Code)

513-458-2600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large Accelerated Filer  ¨    Accelerated Filer  ¨    Non-Accelerated Filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    ¨  Yes    x  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of latest practical date.

Class: Common, par value $.01 per share outstanding at November 9, 2007—14,789,372

CECO ENVIRONMENTAL CORP.

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

SEPTEMBER 30, 2007

INDEX

Part I – Financial Information:
Item 1.	Condensed consolidated balance sheets as of September 30, 2007 and December 31, 2006	2
	Condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2007 and 2006	3
	Condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2007 and 2006	4
	Notes to condensed consolidated financial statements	5
Item 2.	Management's discussion and analysis of financial condition and results of operations	12
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	18
Item 4T.	Controls and Procedures	19
Part II – Other Information
Item 6.	Exhibits	20
Signature		21
Certifications

CECO ENVIRONMENTAL CORP.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in thousands, except per share data

	September 30, 2007			December 31, 2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	732		$	445
Accounts receivable, net		38,339			26,925
Costs and estimated earnings in excess of billings on uncompleted contracts		13,828			10,766
Inventories		4,780			2,755
Prepaid expenses and other current assets		1,800			1,762
Total current assets		59,479			42,653
Property and equipment, net		9,076			8,530
Goodwill, net		13,593			9,527
Intangibles – finite life, net		709			576
Intangibles – indefinite life		1,395			1,395
Deferred charges and other assets		1,132			507
	$	85,384		$	63,188
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of debt	$	—		$	620
Accounts payable and accrued expenses		33,296			17,879
Billings in excess of costs and estimated earnings on uncompleted contracts		7,385			9,559
Accrued income taxes		988			284
Total current liabilities		41,669			28,342
Other liabilities		2,633			2,524
Debt, less current portion		757			9,971
Deferred income tax liability		2,865			2,527
Related party subordinated notes		—			4,901
Total liabilities		47,924			48,265
Shareholders’ equity:
Common stock, $0.01 par value; 100,000,000 shares authorized, 14,927,292 and 11,622,729 shares issued in 2007 and 2006 respectively		149			116
Capital in excess of par value		39,095			20,421
Accumulated deficit		(143	)		(3,978	)
Accumulated other comprehensive loss		(1,285	)		(1,280	)
		37,816			15,279
Less treasury stock, at cost, 137,920 shares in 2007 and 2006		(356	)		(356	)
Total shareholders’ equity		37,460			14,923
	$	85,384		$	63,188

The notes to condensed consolidated financial statements

are an integral part of the above statements.

2

CECO ENVIRONMENTAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Dollars in thousands, except per share data

	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
	2007			2006			2007			2006
Net sales	$	65,257		$	37,734		$	167,967		$	93,861
Costs and expenses:
Cost of sales, exclusive of items shown separately below		54,095			31,592			139,057			77,983
Selling and administrative		6,739			4,185			17,960			11,400
Depreciation and amortization		373			293			1,099			878
		61,207			36,070			158,116			90,261
Income from operations		4,050			1,664			9,851			3,600
Other income		—			409			9			703
Interest expense (including related party interest of $0 and $155, and $1,101 and $576, respectively)		(125	)		(460	)		(1,843	)		(1,557	)
Income from continuing operations before income taxes		3,925			1,613			8,017			2,746
Income tax provision		1,729			546			3,530			853
Net income	$	2,196		$	1,067		$	4,487		$	1,893
Per share data:
Basic net income	$	.15		$	.09		$	.34		$	.17
Diluted net income	$	.14		$	.08		$	.33		$	.15
Weighted average number of common shares outstanding:
Basic		14,633,479			11,412,369			13,054,347			11,185,464
Diluted		15,211,538			13,033,824			13,634,829			12,778,806

The notes to condensed consolidated financial statements

are an integral part of the above statements.

3

CECO ENVIRONMENTAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Dollars in thousands

	NINE MONTHS ENDED SEPTEMBER 30,
	2007			2006
Cash flows from operating activities:
Net income	$	4,487		$	1,893
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		1,099			878
Non cash interest expense included in net income		876			195
Non cash warrant valuation gain included in net income		—			(735	)
Non cash gains included in net income		—			(29	)
Compensation expense – stock options and restricted stock		437			63
Deferred income taxes		337			376
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		(6,905	)		(9,496	)
Inventories		(756	)		(536	)
Costs and estimated earnings in excess of billings on uncompleted contracts		(2,316	)		(7,024	)
Prepaid expenses and other current assets		123			(178	)
Deferred charges and other assets		(31	)		—
Accounts payable and accrued expenses		10,946			4,325
Billings in excess of costs and estimated earnings on uncompleted contracts		(4,023	)		7,005
Accrued income taxes		704			—
Other		32			(10	)
Net cash provided by (used in) operating activities		5,010			(3,273	)
Cash flows from investing activities:
Acquisitions of property and equipment		(1,187	)		(618	)
Net cash paid for acquisition		(6,955	)		—
Net cash used in investing activities		(8,142	)		(618	)
Cash flows from financing activities:
Proceeds from secondary stock offering		14,137			—
Proceeds from exercise of warrants & options not under plan		4,687			3,021
Proceeds from exercise of stock options		172			281
Subordinated debt repayments		(5,743	)		(1,988	)
Net (repayments) borrowings on revolving credit line		(9,834	)		2,605
Net cash provided by financing activities		3,419			3,919
Net increase in cash and cash equivalents		287			28
Cash and cash equivalents at beginning of the period		445			310
Cash and cash equivalents at end of the period	$	732		$	338
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	1,106		$	2,443
Income taxes	$	3,484		$	274

The notes to condensed consolidated financial statements

are an integral part of the above statements.

4

CECO ENVIRONMENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of reporting for condensed consolidated financial statements and significant accounting policies.

The accompanying unaudited condensed consolidated financial statements of CECO Environmental Corp. and subsidiaries (the “Company”, “we”, “us”, or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2007 and December 31, 2006 and the results of operations for the three-month and nine-month periods ended September 30, 2007 and 2006 and of cash flows for the nine-month periods ended September 30, 2007 and 2006. The results of operations for the three-month period and nine-month period ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2006 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

These financial statements and accompanying notes should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2006 with the Securities and Exchange Commission.

The Company adopted Financial Interpretation (FIN) 48 as of January 1, 2007, and has identified accounting for uncertain tax positions under this guidance as a critical accounting policy. Considering tax laws of the multiple jurisdictions in which we operate, we assess whether it is more likely than not that a tax position will be sustained upon examination and through any litigation and measure the largest amount of the benefit that is likely to be realized upon ultimate settlement. Consistent with our practice prior to adoption of FIN 48, we record related interest expense and penalties, if any, as a tax provision expense. Actual results may differ substantially from our estimates.

Certain amounts in the September 30, 2006 financial statements have been reclassified to conform to the September 30, 2007 presentation.

2. New Accounting Standards

FIN 48—In June 2006, the Financial Accounting Standards Board (FASB) issued FIN 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. FIN 48 became effective for the Company on January 1, 2007. The adoption of FIN 48 included recognition of a liability for unrecognized tax obligations of $653,000 which was accounted for as an increase to the January 1, 2007 balance of accumulated deficit. The Company recognizes penalties and interest, if any, related to unrecognized tax obligations as a tax provision expense. Actual results may differ substantially from our estimates. Additional details about the adoption of FIN 48 are provided in Note 11.

SFAS 157—In September 2006 the FASB issued Statement of Financial Accounting Standard (SFAS) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective for the Company’s fiscal year beginning January 1, 2008, with early adoption permitted. The Company is in the process of evaluating SFAS No. 157.

5

CECO ENVIRONMENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

SFAS 159—In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement provides companies with an option to report selected financial assets and liabilities at fair value in an effort to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires entities to display the fair value of those assets and liabilities for which the entity has chosen to use fair value on the face of the balance sheet. The standard, which will be effective for the Company as of January 1, 2008, is currently under evaluation by the Company’s management. At this time, we do not expect to elect the fair value option for any eligible items and did not early adopt the standard in the first quarter of 2007 as permitted.

3. Inventories

$ in thousands

	September 30,		December 31,
	2007		2006
Raw materials and subassemblies	$	3,403	$	1,743
Finished goods		390		285
Parts for resale		987		727
	$	4,780	$	2,755

4. Costs and Estimated Earnings on Uncompleted Contracts

$ in thousands

	September 30,			December 31,
	2007			2006
Costs incurred on uncompleted contracts	$	127,953		$	76,655
Estimated earnings		17,648			7,637
		145,601			84,292
Less billings to date		(139,158	)		(83,085	)
	$	6,443		$	1,207
Included in the accompanying condensed consolidated balance sheets under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts	$	13,828		$	10,766
Billings in excess of costs and estimated earnings on uncompleted contracts		(7,385	)		(9,559	)
	$	6,443		$	1,207

6

CECO ENVIRONMENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

5. Business Segment Information

Our structure and operational integration results in one segment that focuses on engineering, designing, building and installing systems that remove airborne contaminants from industrial facilities, as well as equipment that controls emissions from such facilities. Accordingly, the condensed consolidated financial statements herein reflect the operating results of the segment.

6. Earnings Per Share

For the three months ended September 30, 2007 and 2006, basic weighted average common shares outstanding were 14,633,479 and 11,412,369, respectively, while diluted average common shares outstanding were 15,211,538 and 13,033,824, respectively. For the nine months ended September 30, 2007 and 2006, basic weighted average common shares outstanding were 13,054,347 and 11,185,464, respectively while diluted average common shares outstanding were 13,634,829 and 12,778,806, respectively. We consider outstanding options and warrants in computing diluted net income per share only when they are dilutive. Options to purchase 45,000 shares for the three months and nine months ended September 30, 2007 were not included in the computation of diluted earnings per share due to their exercise price being greater than the market price of the stock.

7. Debt

Total bank debt at September 30, 2007 was $0.8 million and $10.6 million at December 31, 2006. The bank debt at September 30, 2007 consists of $0.8 million due on the revolving line of credit. Unused credit availability under our $20.0 million revolving line of credit at September 30, 2007 was $17.6 million. Availability is limited as determined by a borrowing base formula contained in the credit agreement.

We obtained a new credit facility (the “Bank Facility”) on December 29, 2005. The credit agreement was entered into by CECO Environmental Corp., its subsidiaries and Fifth Third Bank, an Ohio banking corporation (“Fifth Third Bank”). On June 8, 2006 we amended the Bank Facility pursuant to a First Amendment to Credit Agreement (“Amendment”). H.M. White, Inc., a wholly owned subsidiary of CECO Group, Inc., was added as a borrower. The Amendment amended the Bank Facility by, among other things 1) extending the maturity date of the Credit Agreement from January 31, 2007 to January 31, 2009, 2) lowering the interest rate on the revolving loan and term loan from the prime rate plus 2.25% and the prime rate plus 2.0%, respectively, to either prime plus 0.5% or LIBOR plus 2.75%, at our option, and 3) establishing an incentive pricing grid pegged to performance.

We further amended the Bank Facility pursuant to a Second Amendment to the Credit Agreement (“Second Amendment”) dated February 28, 2007. Effox, Inc., a wholly owned subsidiary of CECO Group, Inc., (“Effox”) was added as a borrower. The Second Amendment amended the Bank Facility by, among other things 1) extending the maturity date of the Credit Agreement from January 31, 2009 to January 31, 2010, 2) increasing the maximum revolving loan commitment from $13.0 million to $20.0 million, and 3) adding a second term loan in the aggregate amount of $5.0 million. Fees for this amendment amounted to $30,000 and are being amortized as deferred financing costs over the remaining life of the loan.

In May 2007, all the outstanding subordinated debt of $5.7 million and all the outstanding term notes of $7.2 million were retired using the proceeds from a secondary offering as described in Note 8. The remaining $6.0 million was applied to the revolving credit line and accrued interest.

7

CECO ENVIRONMENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

8. Shareholders’ equity

In May 2007, we completed a secondary offering and sale of CECO common stock which consisted of 1.4 million shares of newly issued stock and 2.3 million shares sold by related party selling stockholders. The initial closing was on May 17, 2007 and the overallotment closing was on May 29, 2007. The Company received $14.2 million from this offering for the newly issued shares and $4.7 million from the exercise of 1.7 million related party selling shareholder warrants for a total of $18.9 million. The proceeds were used to pay off all the outstanding subordinated debt of $5.7 million and all of the outstanding term notes of $7.2 million with the remaining $6.0 million being applied to the revolving credit line and accrued interest.

9. Employee Benefit Plans

We sponsor a non-contributory defined benefit pension plan for certain union employees. The plan is funded in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974.

We also sponsor a post-retirement health care plan for office employees retiring before January 1, 1990. The plan allows retirees who have attained the age of 65 to elect the type of coverage desired.

Retirement and health care plan expense is based on valuations performed by plan actuaries as of the beginning of each fiscal year. The components of the expense consisted of the following:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Retirement plan:
Service cost	$	37		$	32		$	111		$	96
Interest cost		81			71			243			213
Expected return on plan assets		(99	)		(84	)		(297	)		(252	)
Amortization of prior service cost		2			2			6			6
Amortization of net actuarial loss		35			23			105			69
Net periodic benefit cost	$	56		$	44		$	168		$	132
Health care plan:
Interest cost	$	5		$	6		$	15		$	18

We previously disclosed in our financial statements for the year ended December 31, 2006 that we expected to make $570,000 in contributions to the Pension Plan during the year ending December 31, 2007. As of September 30, 2007, $455,000 has been contributed to the Pension Plan. The remaining 2007 contribution of $115,000 was made in October 2007.

The funded status for our post-retirement health care plan is calculated based on the accumulated post-retirement benefit obligation and not the projected benefit obligation as may have been inferred from the table presented in Note 12 of our 2006 10-K.

8

CECO ENVIRONMENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

For the year ended December 31, 2006, the Company incorrectly recorded its transition adjustment related to the adoption of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” – an Amendment of FASB Statements No. 87, 88, 106 and 132(R). The Company reported its transition adjustment of $226,000 as a component of 2006 other comprehensive income (loss), rather than as a direct adjustment to the ending balance of accumulated other comprehensive loss.

The Company will correct this 2006 reporting error in future filings as follows:

As reported:
Other comprehensive income (loss):
Adjustment for minimum pension/post retirement liability, net of tax	$	(328	)	$	(492	)
Translation gain					3
As revised:
Other comprehensive income (loss):
Adjustment for minimum pension/post retirement liability, net of tax	$	(178	)	$	(266	)
Translation gain					3

10. Stock-Based Compensation

During the nine months ended September 30, 2007, the Company issued approximately 140,000 restricted stock awards to management and non-employee directors under the Company’s 2007 Equity Incentive Plan. Approximately 30,000 of these awards are performance-based, with various vesting periods through March 31, 2010. The remaining awards do not contain any such performance conditions, and vest over various periods through July 2010. The weighted average grant date fair value of these restricted stock awards is $11.81 per share and the future compensation expense to be recognized for these awards is approximately $1.4 million as of September 30, 2007.

The Company accounts for stock-based compensation in accordance with SFAS No. 123(R), “Share-Based Payment”. SFAS No. 123(R) requires the Company to recognize compensation expense for stock-based awards, measured at the fair value of the awards at the grant date. The Company recognized expense of approximately $294,000 and $33,800 during the quarters ended September 30, 2007 and 2006, respectively and $437,000 and $63,000 for the nine months ended September 30, 2007 and 2006, respectively.

11. Income Taxes

The Company files income tax returns in the various federal, state and local jurisdictions. The Company is no longer subject to federal, state and local income tax examinations by tax authorities for years before 2004. The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a liability for unrecognized tax obligations of $653,000 which was accounted for as an increase to the January 1, 2007 balance of accumulated deficit. The Company recognizes penalties and interest related to unrecognized tax obligations in income tax expense.

9

CECO ENVIRONMENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

12. Acquisition

On February 28, 2007, the Company, through its wholly owned subsidiary CECO Acquisition Corp., purchased substantially all of the assets of Effox, Inc. (“Effox”). The purchase price was approximately $12.2 million, consisting of net cash paid of approximately $6.9 million and liabilities assumed of approximately $5.3 million. Additionally, the former owners of Effox are entitled to earn-out payments of up to $1.0 million upon the attainment of specified gross profit amounts through December 31, 2009. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of closing adjusted for the final determination of the net asset values (dollars in thousands):

Current Assets	$	6,524
Property and equipment		278
Intangible assets – finite life		304
Goodwill		4,066
Other assets		1,049
Total assets acquired		12,221
Current liabilities assumed		(4,228	)
Other liabilities assumed		(1,038	)
Net assets acquired	$	6,955

The following unaudited pro forma information represents the Company’s results of operations as if the acquisition had occurred on the first day of each of the respective periods:

	Nine Months Ended September 30,
	2007		2006
Net sales	$	172,063	$	112,961
Net income (loss)	$	4,586	$	1,899
Earnings per share:
Basic	$	.35	$	.17
Diluted	$	.33	$	.15

The pro forma results have been prepared for informational purposes only and include adjustments to convert Effox from the completed contract method of accounting to the percentage of completion method of accounting for contracts for which costs can reasonably be estimated, to amortize an acquired intangible asset with finite life, to reflect additional interest expense for debt incurred to finance the acquisition, and to adjust income tax expense based on the Company’s effective income tax rate during the period presented. These pro forma results do not purport to be indicative of the results of operations that would have occurred had the purchase been made as of the beginning of the periods presented or of the results of operations that may occur in the future.

13. Comprehensive Income

Comprehensive income consists of net income, changes in the minimum pension liability, and translation gains and losses for foreign operations. Comprehensive income totaled $4,483,000 and $1,896,000 for the nine month periods ended September 30, 2007 and 2006, respectively.

10

CECO ENVIRONMENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

14. Subsequent event

On October 31, 2007, CECO Environmental Corp. (the “Company”), GMD Acquisition Corp. (“Acquisition”), an indirectly owned subsidiary of the Company, and GMD Environmental Technologies, Inc., GMD Properties, Inc. and GMD Services, Inc. (collectively, “GMD”) entered into an Asset Purchase Agreement (“APA”), pursuant to which Acquisition acquired, for a purchase price of $1,400,000, substantially all of the assets of GMD (the “Asset Purchase”), which relate to the business currently conducted by GMD, including the design, manufacture, and sale of its air pollution control systems and the furnishing of installation services to customers.

Additionally, the Company and Acquisition also entered into a Goodwill Purchase Agreement (“GPA”) with Gerald J. Reier and Lynda Reier (the “Sellers”), pursuant to which Acquisition acquired, for a purchase price of $1,600,000, all of the Sellers’ goodwill in the business of GMD (the “Goodwill Purchase”).

The Sellers are also entitled to an earn-out payment up to $1,000,000, payable approximately 39 months following closing, subject to the Company meeting certain financial thresholds. The closing for the Asset Purchase and Goodwill Purchase was completed on October 31, 2007.

The cash used by the Company to pay the purchase price for the Asset Purchase and Goodwill Purchase was obtained from the Company's existing revolving credit facility.

11

CECO ENVIRONMENTAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(unaudited)

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2007 and 2006 reflect our operations consolidated with the operations of our subsidiaries.

	Three Months Ended September 30,						Nine Months Ended September 30,
($’s in millions)	2007			2006			2007			2006
Sales	$	65.3		$	37.7		$	168.0		$	93.9
Cost of sales		54.1			31.6			139.1			78.0
Gross profit (excluding depreciation)	$	11.2		$	6.1		$	28.9		$	15.9
Percent of sales		17.1	%		16.3	%		17.2	%		16.9	%
Selling and administrative expenses	$	6.7		$	4.2		$	18.0		$	11.4
Percent of sales		10.3	%		11.1	%		10.7	%		12.1	%
Operating income	$	4.1		$	1.7		$	9.9		$	3.6
Percent of sales		6.3	%		4.4	%		5.9	%		3.8	%

Sales for the three months and nine months ended September 30, 2007 have increased significantly over the same periods in 2006 due to continuing strong domestic economic conditions, a strong demand for pollution control systems and additional revenues from our most recent acquisition. Consolidated net sales for the third quarter were $65.3 million, an increase of $27.6 million or 73.2% compared to the same quarter in 2006. Consolidated net sales for the first nine months of 2007 were $168.0 million, an increase of $74.1 million or 78.9% compared to the same period in 2006. Effox, our most recent 2007 acquisition, generated equipment sales of $8.4 million for the quarter and $19.3 million for the nine month period. The remainder of the increase in sales is due to robust organic contracting sales increases for the quarter and the first nine months.

New orders booked were $35.7 million during the third quarter of 2007 and $165.2 million for the first nine months of 2007, as compared to $43.9 million during the third quarter of 2006 and $114.8 million in the first nine months of 2006. The decline in bookings for the quarter is not necessarily indicative of a reduction in demand for our products and services because types and sizes of orders vary from quarter to quarter and the flow of orders is not consistent.

Third quarter 2007 gross profit increased $5.1 million or 83.6% to $11.2 million compared to a gross profit of $6.1 million during the same period in 2006. Gross profit for the quarter as a percent of sales increased by .8 percentage points to 17.1% from 16.3% due to changes in product mix driven primarily by higher equipment sales including sales from Effox as previously mentioned. For the first nine months of 2007, gross profit increased $13.0 million or 81.8% to $ 28.9 million compared to $15.9 million for the same period in 2006. Gross profit as a percent of sales increased by .3 percentage points to 17.2% from 16.9% in 2006. This increase was also due to the same changes in product mix as discussed for the three month period.

12

CECO ENVIRONMENTAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(unaudited)

Selling and administrative expenses increased by $2.5 million or 59.5% to $6.7 million during the third quarter of 2007 from $4.2 million in the same period of 2006. The increase was due to additional selling and administrative expenses of $1.2 million from Effox, our latest acquisition, as well as increases in legal and professional fees of $.5 million including costs of $.3 million relating to our approaching accelerated filer status as of fiscal year end 2007 and additional Securities and Exchange Commission compliance requirements. Incentive compensation accruals and sales commissions relating to improved financial performance as well as increased selling and administrative wages of $.8 million also contributed to the increase. Selling and administrative expenses as a percent of sales decreased by .8 percentage points from 11.1% in the 2006 quarter to 10.3% in the 2007 quarter. Selling and administrative expenses increased by $6.6 million or 57.9% to $18.0 million during the first nine months of 2007 from $11.4 million in the same period of 2006. This nine month increase consisted of Effox expenses of $2.7 million, wages, commissions and incentive pay adding $2.5 million and increased professional fees adding $1.0 million. Selling and administrative expenses as a percent of sales decreased by 1.4 percentage points from 12.1% in the 2006 nine month period compared to 10.7% for the nine months ended September 30, 2007.

Depreciation and amortization increased slightly from $.3 million to $.4 million during the third quarter of 2007 and in the first nine months from $.9 million in 2006 to $1.1 million in 2007.

Operating income increased by approximately $2.4 million or 141.2% to $4.1 million in the third quarter of 2007 compared to operating income of $1.7 million during the same quarter of 2006. The impact of significantly increased revenues and slightly higher margins due to changing product mix in the third quarter, accompanied by related increases in selling and administrative expenses, were the primary factors for the increase in operating income. Operating income for the first nine months of 2007 increased by $6.3 million or 175.0% to $ 9.9 million compared to operating income of $3.6 million during the same period of 2006. This increase was also due to the impact of significantly increased revenues and slightly higher margins due to changing product mix in the nine month period, offset by related increases in selling and administrative expenses.

The Company had no other income in the third quarter of 2007 compared to other income of $409,000 in the third quarter of 2006. $432,000 of this third quarter 2006 income was the result of the exercise of 100,600 warrants issued in December 2001 less $23,000 of expense created by an increase in the Company’s stock price which increased the carrying value of the remaining warrants issued in December 2001. The Company had $9,000 of other income for the nine months ended September 30, 2007 compared to other income of $703,000 for the same period in 2006. $727,000 of this nine month 2006 income was the result of the exercise of 348,567 warrants issued in December 2001 less $64,000 of expense created by an increase in the Company’s stock price which increased the carrying value of the remaining unexercised warrants which were issued in December 2001.

Interest expense decreased by $.4 million to $.1 million from $.5 million during the third quarter of 2006. This decrease was due to lower outstanding loan balances on the Company’s credit facility resulting from the use of funds raised in our recent secondary offering to retire debt.

Interest expense increased by $.2 million to $1.8 million from $1.6 million during the first nine months of 2007. This increase was partially due to a non-cash charge of $.7 million to expense the remaining discount on the subordinated notes that were retired using the proceeds from our secondary stock offering in May 2007, offset by reduced interest charges of $.5 million due to lower outstanding balances on the Company’s credit facility.

13

CECO ENVIRONMENTAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(unaudited)

Federal and state income tax provision was $1.7 million during the third quarter of 2007 compared to $.5 million during the third quarter of 2006. Federal and state income tax expense was $3.5 million for the first nine months of 2007 compared to a tax expense of $.9 million in 2006.

The federal and state income tax expense for the three months and nine months ended September 30, 2007 was 44% of income from operations before income taxes. Our effective income tax rate is affected by certain permanent timing differences including non-deductible interest expense and non-deductible compensation expense from the issuance of options and restricted stock. The federal and state income tax expense for the three months ended September 30, 2006 was 34% of income from operations before income taxes. This quarterly expense reflected an adjustment to increase the estimated effective tax rate from 27% to 31% for 2006, due to a higher estimated taxable income. Our effective income tax rate was affected by certain permanent differences including non-deductible interest expense and non-taxable income from the exercise of warrants.

Net income for the quarter ended September 30, 2007 was $2.2 million compared with net income of $1.1 million for the same period in 2006. Net income for the nine months ended September 30, 2007 was $4.5 million compared with a net income of $1.9 million for the same period in 2006. This increase in net income for the quarter and for the nine months ended September 30, 2007 was the result of the previously discussed factors.

Backlog

Our backlog consists of orders we have received for products and services we expect to ship and deliver within the next 12 months. There can be no assurances that backlog will be replicated, increased or translated into higher revenues in the future.

Our backlog, as of September 30, 2007 was $94.4 million compared to $97.1 million as of December 31, 2006. The success of our business depends on a multitude of factors related to our backlog and the orders secured during the subsequent period(s). Certain contracts are highly dependent on the work of contractors and other subcontractors participating in a project, over which we have no or limited control, and their performance on such project could have an adverse effect on the profitability of our contracts. Delays resulting from these contractors and subcontractors, changes in the scope of the project, weather, and labor availability also can have an effect on a contract’s profitability.

Financial Condition, Liquidity and Capital Resources

Our principal sources of liquidity are cash flows from operations, available borrowings under our revolving credit facility and secondary equity offerings. Our principal uses of cash are operating costs, debt service, payment of interest on our outstanding senior debt, capital expenditures, working capital and other general corporate requirements.

At September 30, 2007 and December 31, 2006, cash and cash equivalents totaled $ 732,000 and $445,000 respectively. Generally, we do not carry significant cash and cash equivalent balances because excess amounts are used to pay down our revolving credit facility.

Total bank debt as of September 30, 2007 was $0.8 million and $10.6 million at December 31, 2006. Unused credit availability under our $20.0 million revolving line of credit at September 30, 2007 was $17.6 million.

14

CECO ENVIRONMENTAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(unaudited)

We obtained a new credit facility (the “Bank Facility”) on December 29, 2005. The credit agreement was entered into by CECO Environmental Corp., its subsidiaries and Fifth Third Bank, an Ohio banking corporation (“Fifth Third Bank”). On June 8, 2006 we amended the Bank Facility pursuant to a First Amendment to Credit Agreement (“Amendment”). H.M. White, Inc., a wholly owned subsidiary of CECO Group, Inc., was added as a borrower. The Amendment amended the Bank Facility by, among other things 1) extending the maturity date of the Credit Agreement from January 31, 2007 to January 31, 2009, 2) lowering the interest rate on the revolving loan and term loan from the prime rate plus 2.25% and the prime rate plus 2.0%, respectively, to either prime plus 0.5% or LIBOR plus 2.75%, at our option, and 3) establishing an incentive pricing grid pegged to performance.

We further amended the Bank Facility pursuant to a Second Amendment to the Credit Agreement (“Second Amendment”) dated February 28, 2007. Effox, Inc., a wholly owned subsidiary of CECO Group, Inc., (“Effox”) was added as a borrower. The Second Amendment amended the Bank Facility by, among other things 1) extending the maturity date of the Credit Agreement from January 31, 2009 to January 31, 2010, 2) increasing the maximum revolving loan commitment from $13.0 million to $20.0 million, and 3) adding a second term loan in the aggregate amount of $5.0 million. Fees for this amendment amounted to $ 30,000 and are being amortized as deferred financing costs over the remaining life of the loan.

In May 2007, we completed a secondary offering and sale of CECO common stock which consisted of 1.4 million shares of newly issued stock and 2.3 million shares sold by related party selling stockholders. The initial closing was on May 17, 2007 and the overallotment closing was on May 29, 2007. The Company received $14.2 million from this offering for the newly issued shares and $4.7 million from the exercise of 1.7 million related party selling shareholder warrants for a total of $18.9 million. The proceeds were used to pay off all the outstanding subordinated debt of $5.7 million and all of the outstanding term notes of $7.2 million with the remaining $6.0 million being applied to the revolving credit line and accrued interest.

On July 2, 2007, the agreement between Millworks Town Center (Purchaser), LLC and Kirk and Blum, an indirect wholly owned subsidiary of the Company, for the sale of the Cincinnati manufacturing and corporate office facilities expired.

Effective October 30, 2007, Kirk & Blum Manufacturing Company, an indirectly owned subsidiary of the Company, entered into an agreement with International Paper Company with respect to the purchase of an office and manufacturing facility located in Springdale, Ohio. The completion of the transaction is subject to a number of closing conditions, including the sale of the Company’s Cincinnati facility.

15

CECO ENVIRONMENTAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(unaudited)

Overview of Cash Flows and Liquidity

	For the nine months ended September 30,
($’s in thousands)	2007			2006
Total operating cash flow provided by (used in)	$	5,010		$	(3,273	)
Net cash used in investing activities		(8,142	)		(618	)
Net cash provided by financing activities		3,419			3,919
Net increase	$	287		$	28

Cash provided by operating activities was $5.0 million in 2007 compared to cash used in 2006 of $3.3 million. Cash provided by operating activities for the first nine months of 2007 was the result of net income of $4.5 million plus non-cash charges for depreciation and amortization of $1.1 million and non-cash interest expense of $.9 million, an increase in accounts payable of $10.9 million and an increase in accrued income taxes of $.7 million offset by increases in accounts receivable of $6.9 million, an increase in costs and estimated earnings in excess of billings of $ 2.3 million, a decrease in billings in excess of cost and estimated earnings of $4.0 million and an increase in inventory of $0.8 million. Other changes in working capital items provided cash of $0.8 million . Our net investment in working capital (excluding cash and cash equivalents and current portion of debt) at September 30, 2007 and December 31, 2006 was $17.1 million and $14.5 million, respectively.

Net cash used in investing activities related to capital expenditures for property and equipment of $1.2 million compared with $.6 million for the same period in 2006 and new business acquisitions of $7.0 million for the first nine months of 2007 compared with $0 for 2006. If sales continue to increase in 2007, we anticipate increased capital spending. Additionally, capital expenditures may be incurred depending on the ultimate disposition of our Cincinnati property.

Financing activities provided cash of $3.4 million during the first nine months of 2007 compared with cash provided of $3.9 million during the same period of 2006. Approximately $14.1 million was provided by a secondary stock offering and an additional $4.7 million was provided by warrant proceeds received from selling stockholders. These proceeds were used to retire subordinated debt of $5.7 million and to reduce borrowings on our credit facility.

Forward-Looking Statements

This form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects or future results of operations or financial position made in this Form 10-Q are forward-looking. We use words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” and similar expressions to identify forward-looking statements. Forward-looking statements are based on management’s current expectations of our near-term results, based on current information available pertaining to us and are inherently uncertain. We caution investors that any forward-looking statements made by or on our behalf are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other risk factors include, but are not limited to: our dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding our estimates and our method of accounting for contract revenue; our history of losses

16

CECO ENVIRONMENTAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(unaudited)

and possibility of further losses; fluctuations in operating results from period to period due to seasonality of our business; the effect of growth on our infrastructure, resources, and existing sales; our ability to expand our operations in both new and existing markets; the potential for contract delay or cancellation; the potential for fluctuations in prices for manufactured components and raw materials; our ability to raise capital and the availability of capital resources; our ability to fully utilize and retain executives; the impact of federal, state, or local government regulations; labor shortages or increases in labor costs; economic and political conditions generally; and the effect of competition in the air pollution control and industrial ventilation industry.

We caution investors that other factors might, in the future, prove to be important in affecting our results of operations. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Investors are further 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. We undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

17

CECO ENVIRONMENTAL CORP.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Risk Management Activities

In the normal course of business, we are exposed to market risk including changes in interest and raw material commodity prices. We may use derivative instruments to manage our interest rate exposures. We do not use derivative instruments for speculative or trading purposes. Generally, we enter into hedging relationships such that changes in the fair values of cash flows of items and transactions being hedged are expected to be offset by corresponding changes in the values of the derivatives.

Interest Rate Management

We may use interest rate swap contracts to adjust the proportion of our total debt that is subject to variable interest rates.

The remaining amount of loans outstanding under the Bank Facility bear interest at the floating rates as described in Note 9 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission.

Raw Materials

The profitability of our manufactured products is affected by changing purchase prices of steel and other materials. If higher steel or other material prices cannot be passed on to our customers, operating income will be adversely affected.

18

CECO ENVIRONMENTAL CORP.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of September 30, 2007. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

During the third quarter of fiscal 2007, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

CECO ENVIRONMENTAL CORP.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

10.1	Restricted Stock Award Agreement of Phillip DeZwirek dated July 2, 2007
31.1	Rule 13(a)/15d-14(a) Certification by Chief Executive Officer
31.2	Rule 13(a)/15d-14(a) Certification by Chief Financial Officer
32.1	Certification of Chief Executive Officer (18 U.S. Section 1350)
32.2	Certification of Chief Financial Officer (18 U.S. Section 1350)

20

CECO ENVIRONMENTAL CORP.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CECO ENVIRONMENTAL CORP.

/s/ Dennis W. Blazer

Dennis W. Blazer

V.P. - Finance and Administration and Chief Financial Officer

Date: November 13, 2007

21

EX-10.1

Exhibit 10.1

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of July 2, 2007, by and between CECO Environmental Corp., a Delaware corporation (the “Company”), and Phillip DeZwirek (the “Participant”) relating to the grant and issuance of shares of Common Stock of the Company under the CECO Environmental Corp. 2007 Equity Incentive Plan (the “Plan”).

Statement of Purpose

WHEREAS, the Company desires to grant to the Participant, and the Participant accepts the grant of, 100,000 shares of Common Stock (the “Shares”);

WHEREAS, the Company has duly made all determinations necessary or appropriate in connection with the grant of the Shares hereunder.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Definitions. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same meaning as defined in the Plan.

2. Grant, Vesting and Settlement of Restricted Shares

(a) Grant. As of July 2, 2007, the Company hereby grants and issues to the Participant, and the Participant hereby accepts the grant of the Shares in such number as is specified in attached Exhibit A. Concurrent with the execution and delivery of the Agreement, the Company will cause the stock certificates representing the Shares to be issued in Participant’s name. To the extent the Participant hereby acquires the Shares and the Shares are not fully vested as of the date hereof, such Shares shall constitute “Restricted Shares” and shall be subject to all of the restrictions described herein. Stock certificates representing Restricted Shares shall be held by the Company until such time as the Shares vest.

(b) Vesting and Settlement. The Restricted Shares shall cease to constitute Restricted Shares, and shall become unrestricted Shares, pursuant to the vesting schedule attached as Exhibit A.

3. Restriction on Transfer; Legend. Restricted Shares or any interest therein may not be directly or indirectly sold, transferred, pledged, hypothecated, or otherwise disposed of. The Restricted Share certificates shall bear the following legend:

The shares represented by this certificate are subject to restrictions on transfer and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with and subject to all of the terms and conditions of a Restricted Stock Award Agreement dated as of July 2, 2007, a copy of which the Company shall furnish to the holder of this certificate upon request and without charge.

When the restrictions on any Shares lapse, the Corporation shall cause a replacement stock certificate for those Shares, without the legend referred to above, to be issued and delivered to Participant as soon as practicable.

4. Tax Consequences. The Company shall not be liable or responsible in any way for any and all tax (including any withholding tax) consequences relating to the Shares, and the Participant agrees to undertake to determine, and be responsible for, any and all tax (including any withholding tax) consequences to himself or herself with respect to the Shares. Notwithstanding any other provision of this Agreement, the Shares, shall not be released to the Participant unless, the Participant shall have paid to the Company, or made arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the grant of the Shares or the lapse of restrictions otherwise imposed by this Agreement.

5. Section 83(b) Election. The Participant understands that Section 83 of the Code may tax as compensation income the difference between the amount paid for the Restricted Shares, if any, and the fair market value of the Restricted Shares as of the date any restrictions on the Restricted Shares lapse in the absence of an election under Section 83(b) of the Code. In this context, “restriction” means the forfeitability of the Restricted Shares pursuant to the terms of this Agreement. In the event the Common Shares are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to the officers, directors, and 10% stockholders may also mean the six-month period after the acquisition of the Restricted Shares during which sales of certain securities by such officers, directors, and ten percent (10%) stockholders would give rise to liability under Section 16(b) of the Exchange Act. The Participant understands that he may elect to be taxed at the time the Participant receives the Restricted Shares and while the Restricted Shares are subjected to restrictions rather than waiting to be taxed on the Restricted Shares when and as the restrictions lapse. The Participant realizes that he may choose this tax treatment by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date hereof and by filing a copy of such election with his tax return for the tax year in which the Restricted Shares were subjected to the restrictions. The participant acknowledges that it is the participant’s sole responsibility and not the Company’s to timely file the election under Section 83(b) of the code. The participant acknowledges that he shall consult his own tax advisers regarding the advisability or non-advisability of making the election under Section 83(b) of the code and acknowledges that he shall not rely on the company or its advisers for such advice.

6. Voting. Participant shall have the rights and privileges of a stockholder of the Company as to the Shares, including the right to receive dividends and the right to vote such Shares.

7. No Employment Rights. No provision of this Agreement shall give the Participant any right to continue in the employ of the Company, create any inference as to the length or term of Participant’s employment, affect the right of the Company to terminate Participant’s employment, with or without cause, or give the Participant any right to participate in any employee welfare or benefit plan or other program of the Company.

2

8. Termination. This Agreement shall only be terminated, modified or amended upon written mutual agreement of the Company and the Participant.

9. Notices. Any notice given hereunder must be in writing and shall be deemed given when either personally delivered or placed in the United States mail by registered or certified mail, return receipt requested, postage prepaid, addressed to the parties to whom such notice is being given at the following addresses:

As to the Company: CECO Environmental Corp.

3120 Forrer Street

Cincinnati, OH 45209

Attn: Chief Financial Officer

As to Participant: last address shown on the books of the Company

10. Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provisions of this Agreement and to exercise all other rights existing in its favor. Participant agrees and acknowledges that money damages will not be an adequate remedy for any breach of the provisions of this Agreement and the Company shall be entitled to specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

11. Gifts. Nothing contained in this Agreement shall be construed or interpreted so as to authorize or permit Participant to transfer the Restricted Shares by gift to any person or entity.

12. Entire Agreement. The Plan and this Agreement contains the entire understanding and agreement by and between the parties hereto relating to the subject matter hereof and all prior or contemporaneous oral or written agreements or instruments are superseded hereby. No amendment to or modification of this Agreement shall be effective unless the same is in writing and signed by all parties hereto. No waiver by any party of any breach by the other of any provision of this Agreement shall be deemed to be a waiver of any other breaches thereof or the waiver of any such or other provision of this Agreement. Subject to the restrictions on assignment and transfer set forth hereinabove, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their estates, personal representatives, successors and assigns.

13. Severability. If any provision of this Agreement is declared invalid or unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair the validity or enforceability of any other provisions of this Agreement or the remainder of this Agreement as a whole.

3

14. Applicable Law. If any question arises at any time as to the validity, construction, interpretation or performance of this Agreement the laws of the State of Delaware shall govern and control. The parties hereto hereby acknowledge that venue is proper in Hamilton County, Ohio.

15. Construction. Paragraph headings and subheadings have been inserted herein for convenience only and shall not be deemed to have any legal effect whatever in the interpretation of this Agreement. As used herein, the singular shall include the plural and the plural and singular. The word “any” means one or more or all, and the conjunction “or” includes both the conjunctive and disjunctive.

16. Execution. This Agreement may be executed in multiple originals, each of which shall be deemed to be an original hereof.

IN WITNESS WHEREOF, the Company and Participant have caused the execution of this Agreement under seal as of the date hereof, each intending to be legally bound hereby

CECO ENVIRONMENTAL CORP.
By:	/s/ Dennis W. Blazer
Its:	/s/ CFO
/s/ Phillip DeZwirek
Phillip DeZwirek

4

CECO Environmental Corporation Restricted Stock Award Agreement

Phillip DeZwirek

Vesting of Restricted Stock

1. Number of Restricted Shares

The number of Shares granted under the Agreement shall be a total of 100,000 Restricted Shares.

2. Vesting of Restricted Shares

(a) Subject to Subsection (b) below, 100,000 Restricted Shares shall become earned and vested according to the following schedule:

Portion of 100,000 Restricted Shares       that Become Vested and Earned	Vesting Date
1/3	July 2, 2008
1/3	July 2, 2009
1/3	July 2, 2010

(b) Notwithstanding anything to the contrary in this Section 2, if Participant no longer is either an officer or director of the Company as of any of the above vesting date(s), then Participant shall have no further rights with respect to such unvested Restricted Shares, except that (i) if Participant’s termination as an officer and/or director is due to death or Disability, then the Compensation Committee may in its sole discretion cause any unvested Restricted Shares to vest. In addition, upon the occurrence of Change in Control, the Board may in its sole discretion cause any unvested Restricted Shares to vest.

5

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Phillip DeZwirek, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CECO Environmental Corp. (the “Company”)

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Phillip DeZwirek

Phillip DeZwirek

Chairman of the Board and Chief Executive Officer

November 13, 2007

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dennis W. Blazer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CECO Environmental Corp. (the “Company”)

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Dennis W. Blazer

Dennis W. Blazer

V.P. – Finance and Administration and Chief Financial Officer

November 13, 2007

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CECO Environmental Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Phillip DeZwirek, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Phillip DeZwirek

Phillip DeZwirek

Chairman of the Board and Chief Executive Officer

November 13, 2007

A signed original of this written statement required by Section 906 has been provided to CECO Environmental Corp. and will be retained by CECO Environmental Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CECO Environmental Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis W. Blazer, V.P. – Finance and Administration and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dennis W. Blazer

Dennis W. Blazer

V.P. – Finance and Administration and Chief Financial Officer

November 13, 2007

A signed original of this written statement required by Section 906 has been provided to CECO Environmental Corp. and will be retained by CECO Environmental Corp. and furnished to the Securities and Exchange Commission or its staff upon request.