UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
or
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.
(Exact name of registrant as specified in its charter)
|
||
(State or other jurisdiction of Incorporation or organization) |
|
(IRS Employer Identification No.) |
|
|
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
☒ |
|
|
|
|
|
Non-accelerated filer |
☐ |
Smaller reporting company |
|
Emerging growth company |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practical date:
CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
For the quarter ended June 30, 2023
Table of Contents
1
CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data) |
|
(unaudited) |
|
|
December 31, 2022 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Prepaid income taxes |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Right-of-use assets from operating leases |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Intangible assets – finite life, net |
|
|
|
|
|
|
||
Intangible assets – indefinite life |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Deferred charges and other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Current portion of debt |
|
$ |
|
|
$ |
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
|
|
|
|
||
Notes payable |
|
|
|
|
|
|||
Income taxes payable |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Debt, less current portion |
|
|
|
|
|
|
||
Deferred income tax liability, net |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Shareholders’ equity: |
|
|
|
|
|
|
||
Preferred stock, $ |
|
|
|
|
|
|||
Common stock, $ |
|
|
|
|
|
|
||
Capital in excess of par value |
|
|
|
|
|
|
||
Accumulated loss |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total CECO shareholders' equity |
|
|
|
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
||
Total shareholders' equity |
|
|
|
|
|
|
||
Total liabilities and shareholders' equity |
|
$ |
|
|
$ |
|
||
The notes to the condensed consolidated financial statements are an integral part of the above statements.
2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands, except per share data) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization and earnout expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Executive transition expenses |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Restructuring expenses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense), net |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to CECO Environmental Corp. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The notes to the condensed consolidated financial statements are an integral part of the above statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation gain (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Comprehensive income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The notes to the condensed consolidated financial statements are an integral part of the above statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(unaudited)
|
|
Common Stock |
|
|
Capital in |
|
|
Accumulated |
|
|
Accumulated |
|
|
Non-controlling |
|
|
Total |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
par value |
|
|
Loss |
|
|
Loss |
|
|
interest |
|
|
Equity |
|
|||||||
Balance December 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net income for the three months ended March 31, 2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Restricted stock units issued |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Share based compensation earned |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Translation gain |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Balance March 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net income for the three months ended June 30, 2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Restricted stock units issued |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Share based compensation earned |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Translation gain |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Noncontrolling interest distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance June 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
|
|
Common Stock |
|
|
Capital in |
|
|
Accumulated |
|
|
Accumulated |
|
|
Non-controlling |
|
|
Total |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
par value |
|
|
Loss |
|
|
Loss |
|
|
interest |
|
|
Equity |
|
|||||||
Balance December 31, 2021 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net income for the three months ended March 31, 2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Restricted stock units issued |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Share based compensation earned |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Translation loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Noncontrolling interest distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Fair value of noncontrolling interest equity issued (see Note 14) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance March 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net income for the three months ended March 31, 2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Restricted stock units issued |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Share based compensation earned |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Common stock repurchase and retirement |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Translation loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Fair value of noncontrolling interest equity issued (see Note 14) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance June 30, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
The notes to the condensed consolidated financial statements are an integral part of the above statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
Six months ended June 30, |
|
|||||
(in thousands) |
|
2023 |
|
|
2022 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Unrealized foreign currency gain |
|
|
( |
) |
|
|
( |
) |
Fair value adjustment to earnout liabilities |
|
|
|
|
|
|
||
Earnout payments |
|
|
|
|
|
( |
) |
|
Gain (loss) on sale of property and equipment |
|
|
|
|
|
( |
) |
|
Debt discount amortization |
|
|
|
|
|
|
||
Share-based compensation expense |
|
|
|
|
|
|
||
Bad debt (recoveries) expense |
|
|
( |
) |
|
|
|
|
Inventory reserve expense |
|
|
|
|
|
|
||
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
|
|
|
|
|
||
Inventories |
|
|
( |
) |
|
|
( |
) |
Prepaid expense and other current assets |
|
|
( |
) |
|
|
|
|
Deferred charges and other assets |
|
|
( |
) |
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
|
||
Other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Acquisitions of property and equipment |
|
|
( |
) |
|
|
( |
) |
Net proceeds from sale of assets |
|
|
|
|
|
|
||
Net cash paid for acquisitions |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Borrowings on revolving credit lines |
|
|
|
|
|
|
||
Repayments on revolving credit lines |
|
|
( |
) |
|
|
( |
) |
Borrowing on long-term debt |
|
|
|
|
|
|
||
Repayments of long-term debt |
|
|
( |
) |
|
|
( |
) |
Deferred financing fees paid |
|
|
|
|
|
( |
) |
|
Deferred consideration paid for acquisitions |
|
|
( |
) |
|
|
|
|
Payments on finance leases and financing liability |
|
|
( |
) |
|
|
( |
) |
Proceeds from employee stock purchase plan and exercise of stock options |
|
|
|
|
|
|
||
Noncontrolling interest distributions |
|
|
( |
) |
|
|
( |
) |
Common stock repurchase |
|
|
|
|
|
( |
) |
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Net increase in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
Cash paid during the period for: |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
The notes to the condensed consolidated financial statements are an integral part of the above statements.
6
CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Reporting for Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements of CECO Environmental Corp. and its subsidiaries (the “Company,” “CECO,” “we,” “us,” or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2023 and the results of operations, cash flows and shareholders’ equity for the three and six months ended June 30, 2023 and 2022. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2022 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, 2022 as filed with the SEC on March 6, 2023 (the “Form 10-K”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
These financial statements and accompanying notes should be read in conjunction with the audited financial statements and the notes thereto included in the Form 10-K.
Unless otherwise indicated, all balances within tables are in thousands, except per share amounts.
2. New Financial Accounting Pronouncements
Accounting Standards Adopted in Fiscal 2023
On January 1, 2023, the beginning of the Company's fiscal year, the Company adopted Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which addresses how an acquirer should recognize and measure revenue contracts acquired in a business combination. The adoption of ASU 2021-08 did not have a material impact on the Company's financial statements.
Accounting Standards to be Adopted
None.
3. Accounts Receivable
Accounts receivable consisted of the following:
(in thousands) |
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Accounts receivable |
|
$ |
|
|
$ |
|
||
Allowance for doubtful accounts |
|
|
( |
) |
|
|
( |
) |
Total accounts receivable, net |
|
$ |
|
|
$ |
|
||
Balances billed but not paid by customers under retainage provisions in contracts within the Condensed Consolidated Balance Sheets amounted to approximately $
Provision for credit losses was $(
7
4. Inventories
Inventories consisted of the following:
(in thousands) |
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Obsolescence allowance |
|
|
( |
) |
|
|
( |
) |
Total inventories |
|
$ |
|
|
$ |
|
||
Amounts credited to the allowance for obsolete inventory and charged to cost of sales amounted to $
5. Goodwill and Intangible Assets
Goodwill activity for the six months ended June 30, 2023 and the year ended December 31, 2022 was as follows:
(in thousands) |
|
Six months ended June 30, 2023 |
|
|
Year ended December 31, 2022 |
|
||||||||||
Goodwill / Tradename |
|
Goodwill |
|
|
Tradename |
|
|
Goodwill |
|
|
Tradename |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finite life intangible assets consisted of the following:
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||||||||||
(in thousands) |
|
Cost |
|
|
Accum. Amort. |
|
|
Cost |
|
|
Accum. Amort. |
|
||||
Technology |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Customer lists |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tradenames |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency adjustments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total intangible assets – finite life |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finite life intangible asset activity for the six months ended June 30, 2023 and 2022 was as follows:
(in thousands) |
|
2023 |
|
|
2022 |
|
||
Intangible assets – finite life, net at beginning of period |
|
$ |
|
|
$ |
|
||
Amortization expense |
|
|
( |
) |
|
|
( |
) |
Acquisitions |
|
|
|
|
|
|
||
Foreign currency adjustments |
|
|
|
|
|
( |
) |
|
Intangible assets – finite life, net at end of period |
|
$ |
|
|
$ |
|
||
Amortization expense of finite life intangible assets was $
The Company completes its goodwill and indefinite life intangible asset impairment assessment annually in the fourth quarter, or more often if circumstances require. As a part of its impairment assessment, the Company first qualitatively assesses whether current events or changes in circumstances lead to a determination that it is more likely than not, defined as a likelihood of more than 50 percent, that the fair value of a reporting unit or indefinite life intangible asset is less than its carrying amount. If there is a qualitative determination that the fair value is more likely than not greater than the carrying value, the Company does not quantitatively test for impairment. If this qualitative assessment indicates a more likely than not potential that the asset may be impaired, the estimated fair value is calculated. If the estimated fair value is less than carrying value, an impairment charge is recorded.
8
As of June 30, 2023, the Company reviewed its previous forecasts and assumptions based on its current projections, which are subject to various risks and uncertainties, including projected revenue, projected operational profit, terminal growth rates, and the cost of capital. The Company did not identify any triggering events during the three or six months ended June 30, 2023 that would require an interim impairment assessment of goodwill or intangible assets.
The Company’s assumptions about future conditions important to its assessment of potential impairment of its goodwill and indefinite life intangible assets are subject to uncertainty, and the Company will continue to monitor these conditions in future periods as new information becomes available, and will update its analysis accordingly.
6. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
(in thousands) |
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Trade accounts payable, including amounts due to subcontractors |
|
$ |
|
|
$ |
|
||
Compensation and related benefits |
|
|
|
|
|
|
||
Accrued warranty |
|
|
|
|
|
|
||
Contract liability |
|
|
|
|
|
|
||
Short-term operating lease liability |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
7. Senior Debt
Debt consisted of the following:
(in thousands) |
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Outstanding borrowings under the Credit Facility (as defined below) |
|
|
|
|
|
|
||
Term loan |
|
$ |
|
|
$ |
|
||
Revolving credit facility |
|
|
|
|
|
|
||
Total outstanding borrowings under the Credit Facility |
|
|
|
|
|
|
||
Outstanding borrowings under the joint venture term debt |
|
|
|
|
|
|
||
Unamortized debt discount |
|
|
( |
) |
|
|
( |
) |
Total outstanding borrowings |
|
|
|
|
|
|
||
Less: current portion |
|
|
( |
) |
|
|
( |
) |
Total debt, less current portion |
|
$ |
|
|
$ |
|
||
Scheduled principal payments under the Credit Facility and joint venture term debt are $
Credit Facility
As of June 30, 2023 and December 31, 2022, $
At the Company’s option, revolving loans and the term loans accrue interest at a per annum rate based on either the highest of (a) the federal funds rate plus
9
Interest on Base Rate loans is payable quarterly in arrears on the last day of each calendar quarter and at maturity. Interest on Term SOFR rate loans is payable on the last date of each applicable Interest Period (as defined in the agreement), but in no event less than once every three months and at maturity. The weighted average stated interest rate on outstanding borrowings was
Under the terms of the Credit Facility, the Company is required to maintain certain financial covenants, including the maintenance of a Consolidated Net Leverage Ratio (as defined in the Credit Facility). Through September 30, 2023, the maximum Consolidated Net Leverage Ratio is
The Company has granted a security interest in substantially all of its assets to secure its obligations pursuant to the Credit Facility. The Company’s obligations under the Credit Facility are guaranteed by the Company’s domestic subsidiaries and such guaranty obligations are secured by a security interest on substantially all the assets of such subsidiaries, including certain real property. The Company’s obligations under the Credit Facility may also be guaranteed by the Company’s material foreign subsidiaries to the extent no adverse tax consequences would result to the Company.
As of June 30, 2023 and December 31, 2022, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility.
Joint Venture Debt
On March 7, 2022, the Company's Effox-Flextor-Mader, Inc. joint venture ("EFM JV") entered into a loan agreement secured by the assets of the EFM JV in the aggregate principal amount of $
Foreign Debt
8. Earnings per Share
The computational components of basic and diluted earnings per share for the three months ended June 30, 2023 and 2022 are as follows:
(in thousands) |
|
2023 |
|
|
2022 |
|
||
Numerator (for basic and diluted earnings per share) |
|
|
|
|
|
|
||
Net income attributable to CECO Environmental Corp. |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Denominator |
|
|
|
|
|
|
||
Basic weighted-average shares outstanding |
|
|
|
|
|
|
||
Common stock equivalents arising from stock options and restricted stock awards |
|
|
|
|
|
|
||
Diluted weighted-average shares outstanding |
|
|
|
|
|
|
||
The computational components of basic and diluted earnings per share for the six months ended June 30, 2023 and 2022 are as follows:
10
(in thousands) |
|
2023 |
|
|
2022 |
|
||
Numerator (for basic and diluted earnings per share) |
|
|
|
|
|
|
||
Net income attributable to CECO Environmental Corp. |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Denominator |
|
|
|
|
|
|
||
Basic weighted-average shares outstanding |
|
|
|
|
|
|
||
Common stock equivalents arising from stock options and restricted stock awards |
|
|
|
|
|
|
||
Diluted weighted-average shares outstanding |
|
|
|
|
|
|
||
Options and restricted stock units included in the computation of diluted earnings per share are calculated using the treasury stock method. For the three months ended June 30, 2023 and 2022,
Once a restricted stock unit vests, it is included in the computation of weighted average shares outstanding for purposes of basic and diluted earnings per share.
Common Stock Repurchase
On May 10, 2022, the Company's Board of Directors authorized a share repurchase program under which the Company may purchase up to $
9. Share-Based Compensation
The Company accounts for share-based compensation in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation,” which requires the Company to recognize compensation expense for share-based awards, measured at the fair value of the awards at the grant date. The Company recognized $
The Company granted approximately
There were
10. Pension and Employee Benefit Plans
The Company sponsors 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.
The Company presents the components of net periodic benefit cost (gain) within “Other income (expense), net” on the Condensed Consolidated Statements of Income.
11
Retirement plan expense is based on valuations performed by plan actuaries as of the beginning of each fiscal year. The components of the pension plan expense consisted of the following:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Interest cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of net actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net periodic benefit cost (gain) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
The Company made
11. Income Taxes
The Company files income tax returns in various federal, state and local jurisdictions. Tax years from
The Company accounts for uncertain tax positions pursuant to ASC Topic 740, “Income Taxes.” As of June 30, 2023 and December 31, 2022, the liability for uncertain tax positions totaled $
Certain of the Company’s undistributed earnings of our foreign subsidiaries are not permanently reinvested. Since foreign earnings have already been subject to United States income tax in 2017 as a result of the 2017 Tax Cuts and Jobs Act, the Company intends to repatriate foreign-held cash as needed. The Company records deferred income tax attributable to foreign withholding taxes that would become payable should it decide to repatriate cash held in our foreign operations. As of June 30, 2023 and December 31, 2022, the Company recorded deferred income taxes of approximately $
Income tax expense was $
12. Financial Instruments
The Company's financial instruments consist primarily of investments in cash and cash equivalents, receivables and certain other assets, foreign debt and accounts payable, which approximate fair value at June 30, 2023 and December 31, 2022, due to their short-term nature or variable, market-driven interest rates.
The fair value of the debt issued under the Credit Facility and joint venture term loan was $
At June 30, 2023 and December 31, 2022, the Company had cash and cash equivalents of $
12
13. Commitments and Contingencies
Asbestos cases
The Company's subsidiary, Met-Pro Technologies LLC (“Met-Pro”), beginning in 2002, has been named in asbestos-related lawsuits filed against a large number of industrial companies including, in particular, those in the pump and fluid handling industries. In management’s opinion, the complaints typically have been vague, general and speculative, alleging that Met-Pro, along with the numerous other defendants, sold unidentified asbestos-containing products and engaged in other related actions which caused injuries (including death) and loss to the plaintiffs. Counsel has advised that more recent cases typically allege more serious claims of mesothelioma. The Company’s insurers have hired attorneys who, together with the Company, are vigorously defending these cases. Many cases have been dismissed after the plaintiff fails to produce evidence of exposure to Met-Pro’s products. In those cases, where evidence has been produced, the Company’s experience has been that the exposure levels are low and the Company’s position has been that its products were not a cause of death, injury or loss. The Company has been dismissed from or settled a large number of these cases. Cumulative settlement payments from 2002 through June 30, 2023 for cases involving asbestos-related claims were $
Based upon the most recent information available to the Company regarding such claims, there were a total of 261 cases pending against the Company as of June 30, 2023 with Illinois, New York, Pennsylvania and West Virginia having the largest number of cases, as compared with
Other
The Company is also a party to routine contract and employment-related litigation matters, warranty claims and routine audits of state and local tax returns arising in the ordinary course of its business.
The final outcome and impact of open matters, and related claims and investigations that may be brought in the future, are subject to many variables, and cannot be predicted. In accordance with ASC 450, “Contingencies,” and related guidance, the Company records accruals for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. The Company expenses legal costs as they are incurred.
The Company is
14. Acquisitions and Joint Ventures
Malvar Engineering Limited
On January 10, 2023, the Company acquired
13
the Engineered Systems segment.
(in thousands) |
|
|
|
|
Current assets |
|
$ |
|
|
Property and equipment |
|
|
|
|
Intangible - finite life |
|
|
|
|
Goodwill |
|
|
|
|
Total assets acquired |
|
|
|
|
Current liabilities assumed |
|
|
( |
) |
Deferred income tax liability |
|
|
( |
) |
Net assets acquired |
|
$ |
|
|
The Company acquired customer lists and tradename intangible assets valued at $
During the three and six months ended June 30, 2023, Wakefield accounted for $
Transcend Solutions
On March 31, 2023, the Company acquired
(in thousands) |
|
|
|
|
Current assets (including cash of $ |
|
$ |
|
|
Property and equipment |
|
|
|
|
Intangible - finite life |
|
|
|
|
Goodwill |
|
|
|
|
Other assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Current liabilities assumed |
|
|
( |
) |
Net assets acquired |
|
$ |
|
|
The Company acquired technology, customer lists and tradename intangible assets valued at $
During the three and six months ended June 30, 2023, Transcend accounted for $
General Rubber LLC
On March 7, 2022, the Company, through the EFM JV, acquired
14
GRC engineers and manufactures non-metallic expansion joints and flow control products including rubber expansion joints, ducting expansion joints, and industrial pinch and duck bill valves, serving the industrial water and wastewater markets. The acquisition diversifies and expands the EFM JV product offerings within the Engineered Systems segment.
(in thousands) |
|
|
|
|
Current assets (including cash of $ |
|
$ |
|
|
Property and equipment |
|
|
|
|
Goodwill |
|
|
|
|
Intangible - finite life |
|
|
|
|
Total assets acquired |
|
|
|
|
Current liabilities assumed |
|
|
( |
) |
Deferred income tax liability |
|
|
( |
) |
Net assets acquired |
|
$ |
|
|
|
|
|
|
|
The Company acquired customer lists and tradename intangible assets valued at $
During the three and six months ended June 30, 2022, GRC accounted for $
Compass Water Solutions, Inc.
On May 3, 2022, the Company acquired
Compass is a leading global supplier of membrane-based industrial water and wastewater treatment systems that help customers achieve regulatory compliance of water discharge at the lowest lifecycle cost. The acquisition diversifies and expands the Company's industrial water product offerings within the Engineered Systems segment.
(in thousands) |
|
|
|
|
Current assets (including cash of $ |
|
$ |
|
|
Property and equipment |
|
|
|
|
Goodwill |
|
|
|
|
Intangible - finite life |
|
|
|
|
Total assets acquired |
|
|
|
|
Current liabilities assumed |
|
|
( |
) |
Deferred income tax liability |
|
|
( |
) |
Net assets acquired |
|
$ |
|
|
|
|
|
|
|
The Company acquired customer lists and tradename intangible assets valued at $
During the three and six months ended June 30, 2022, Compass accounted for $
Western Air Ducts Limited
On June 22, 2022, the Company acquired
15
Western Air Ducts is a leading European supplier of dust and fume extraction solutions, providing consultation, design, manufacturing, installation, and service. The acquisition diversifies and expands the Company's industrial air product offerings within the Industrial Process Solutions segment.
(in thousands) |
|
|
|
|
Current assets (including cash of $ |
|
$ |
|
|
Property and equipment |
|
|
|
|
Goodwill |
|
|
|
|
Intangible - finite life |
|
|
|
|
Total assets acquired |
|
|
|
|
Current liabilities assumed |
|
|
( |
) |
Deferred income tax liability |
|
|
( |
) |
Net assets acquired |
|
$ |
|
|
|
|
|
|
|
The Company acquired customer lists and tradename intangible assets valued at $
DS21 Co., Ltd.
On September 19, 2022, the Company acquired
DS21 is a South Korean-based design and manufacturing firm specializing in innovative water and wastewater treatment solutions. The addition of DS21 advances the Company's leadership position in niche oily water and produced water treatment, demineralization water treatment and ultra-pure water supply applications within the Company's Engineered Systems segment.
(in thousands) |
|
|
|
|
Current assets (including cash of $ |
|
$ |
|
|
Property and equipment |
|
|
|
|
Intangible - finite life |
|
|
|
|
Deferred income taxes |
|
|
|
|
Other assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Current liabilities assumed |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
Net assets acquired |
|
$ |
|
|
|
|
|
|
|
The Company acquired customer lists and tradename intangible assets valued at $
The Company has finalized the valuation of assets acquired and liabilities assumed related to the acquisitions of GRC, Compass, and Western Air Ducts. The approximate fair values of the assets acquired and liabilities assumed related to the remaining acquisitions are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as the Company finalizes the valuation of assets acquired and liabilities assumed. These changes could result in material variances between the Company's future financial results, including variances in the estimated purchase price, fair values recorded and expenses associated with these items.
Goodwill recognized represents value the Company expects to be created by combining the various operations of the acquired businesses with the Company’s operations, including the expansion into markets within existing business segments, access to new customers and potential cost savings and synergies. Goodwill related to this acquisition is not deductible for tax purposes.
Acquisition and integration expenses on the Condensed Consolidated Statements of Income are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses.
16
The following unaudited pro forma financial information represents the Company’s results of operations as if these acquisitions had occurred at the beginning of the fiscal year prior to the acquisition:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands, except per share data) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net sales |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
||||
Net income attributable to CECO Environmental Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, reflect additional interest expense on debt used to fund the acquisition, and to record the income tax consequences of the pro forma adjustments. 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.
15. Business Segment Information
The Company’s operations are organized and reviewed by management along with its solutions or end markets that the segment serves and presented in two reportable segments. The results of the segments are reviewed through the “Income from operations” line on the Condensed Consolidated Statements of Income.
The Company’s reportable segments are organized as groups of similar products and services, as described as follows:
Engineered Systems segment: The Engineered Systems segment serves the power generation, hydrocarbon processing, water/wastewater treatment, oily water separation and treatment, marine and naval vessels, and midstream oil & gas sectors. The Company addresses the global demand for environmental and equipment protection solutions with its highly engineered platforms including emissions management, fluid bed cyclones, thermal acoustics, separation & filtration, and dampers & expansion joints.
Industrial Process Solutions segment: The Industrial Process Solutions segment serves the broad industrial sector with solutions for air pollution and contamination control, fluid handling, and process filtration in applications such as aluminum beverage can production, automobile production, food and beverage processing, semiconductor fabrication, electronics production, steel and aluminum mill processing, wood manufacturing, desalination, and aquaculture markets. For Industrial Air applications, the Company assists companies in maintaining clean and safe operations for employees, reducing energy consumption, minimizing waste for customers, and meeting regulatory standards for toxic emissions, fumes, volatile organic compounds and odor elimination through its platforms including duct fabrication & installation, industrial air, and fluid handling.
The financial segment information is as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net sales (less intra-, inter-segment sales) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Systems segment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Industrial Process Solutions segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Systems segment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Industrial Process Solutions segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate and Other(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total income from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
17
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Property and equipment additions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Systems segment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Industrial Process Solutions segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total property and equipment additions |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Systems segment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Industrial Process Solutions segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(in thousands) |
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Identifiable assets |
|
|
|
|
|
|
||
Engineered Systems segment |
|
$ |
|
|
$ |
|
||
Industrial Process Solutions segment |
|
|
|
|
|
|
||
Corporate and Other(2) |
|
|
|
|
|
|
||
Total identifiable assets |
|
$ |
|
|
$ |
|
||
(in thousands) |
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Goodwill |
|
|
|
|
|
|
||
Engineered Systems segment |
|
$ |
|
|
$ |
|
||
Industrial Process Solutions segment |
|
|
|
|
|
|
||
Total goodwill |
|
$ |
|
|
$ |
|
||
The Company has multiple divisions that sell to each other within segments (intra-segment sales) and between segments (inter-segment sales), as follows:
|
|
Three months ended June 30, 2023 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Less Inter-Segment Sales |
|
|
||||||||||
(in thousands) |
|
Total |
|
|
Intra- |
|
|
Industrial Process Solutions |
|
|
Engineered Systems |
|
|
Net Sales to |
|
|||||
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Engineered Systems segment |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
||
Industrial Process Solutions segment |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
|
|
Three months ended June 30, 2022 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Less Inter-Segment Sales |
|
|
||||||||||
(in thousands) |
|
Total |
|
|
Intra- |
|
|
Industrial Process Solutions |
|
|
Engineered Systems |
|
|
Net Sales to |
|
|||||
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Engineered Systems segment |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
||
Industrial Process Solutions segment |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
18
|
|
Six months ended June 30, 2023 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Less Inter-Segment Sales |
|
|
||||||||||
(in thousands) |
|
Total |
|
|
Intra- |
|
|
Industrial Process Solutions |
|
|
Engineered Systems |
|
|
Net Sales to |
|
|||||
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Engineered Systems segment |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
||
Industrial Process Solutions segment |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
|
|
Six months ended June 30, 2022 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Less Inter-Segment Sales |
|
|
||||||||||
(in thousands) |
|
Total |
|
|
Intra- |
|
|
Industrial Process Solutions |
|
|
Engineered Systems |
|
|
Net Sales to |
|
|||||
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Engineered Systems segment |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
||
Industrial Process Solutions segment |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
19
CECO ENVIRONMENTAL CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022 reflect the consolidated operations of the Company and its subsidiaries.
CECO Environmental Corp. (“CECO,” “we,” “us,” or the “Company”) is a leading environmentally focused, diversified industrial company, serving the broad landscape of industrial air, industrial water and energy transition markets globally providing innovative technology and application expertise. CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. CECO solutions improve air and water quality, optimize emissions management, and increase the energy and process efficiency for highly engineered applications in power generation, midstream and downstream hydrocarbon processing and transport, chemical processing, electric vehicle production, polysilicon fabrication, semiconductor and electronics production, battery production and recycling, specialty metals, aluminum and steel production, beverage can manufacturing, and industrial and produced water and wastewater treatment, and a wide range of other industrial end markets.
Market Pressures
The senior management team monitors and manages the Company’s ability to operate effectively as the result of market pressures. In particular, we are currently experiencing challenges in obtaining certain raw materials and labor on a timely basis at a reasonable cost. We expect these supply chain challenges and cost impacts to continue for the foreseeable future. Although we have secured additional raw materials from existing and alternate suppliers and have taken other mitigating actions to mitigate supply disruptions, we cannot guarantee that we can continue to do so in the future. In this event, our business, results and financial condition could be adversely affected.
Note Regarding Use of Non-GAAP Financial Measures
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These GAAP financial statements include certain charges the Company believes are not indicative of its core ongoing operational performance.
As a result, the Company provides financial information in this Management’s Discussion and Analysis that was not prepared in accordance with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. The Company provides this non-GAAP financial information because the Company’s management utilizes it to evaluate its ongoing financial performance and the Company believes it provides greater transparency to investors as supplemental information to its GAAP results.
The Company has provided the non-GAAP financial measures of non-GAAP operating income and non-GAAP operating margin as a result of items that the Company believes are not indicative of its ongoing operations. These include transactions associated with the Company’s acquisitions and the items described below in “Consolidated Results.” The Company believes that evaluation of its financial performance compared with prior and future periods can be enhanced by a presentation of results that exclude the impact of these items. The Company has incurred substantial expense and income associated with acquisitions. While the Company cannot predict the exact timing or amounts of such charges, it does expect to treat the financial impact of these transactions as special items in its future presentation of non-GAAP results.
20
Results of Operations
Consolidated Results
Our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022 are as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions, except ratios) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net sales |
|
$ |
129.2 |
|
|
$ |
105.4 |
|
|
$ |
241.7 |
|
|
$ |
197.8 |
|
Cost of sales |
|
|
89.4 |
|
|
|
73.7 |
|
|
|
167.0 |
|
|
|
139.7 |
|
Gross profit |
|
$ |
39.8 |
|
|
$ |
31.7 |
|
|
$ |
74.7 |
|
|
$ |
58.1 |
|
Percent of sales |
|
|
30.8 |
% |
|
|
30.1 |
% |
|
|
30.9 |
% |
|
|
29.4 |
% |
Selling and administrative expenses |
|
|
28.4 |
|
|
|
23.0 |
|
|
|
55.6 |
|
|
|
41.6 |
|
Percent of sales |
|
|
22.0 |
% |
|
|
21.8 |
% |
|
|
23.0 |
% |
|
|
21.0 |
% |
Amortization and earnout expenses |
|
|
2.3 |
|
|
|
1.5 |
|
|
|
4.0 |
|
|
|
2.9 |
|
Acquisition and integration expenses |
|
|
0.3 |
|
|
|
1.5 |
|
|
|
0.8 |
|
|
|
2.5 |
|
Executive transition expenses |
|
|
0.2 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
Restructuring expenses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Operating income |
|
$ |
8.6 |
|
|
$ |
5.7 |
|
|
$ |
14.1 |
|
|
$ |
11.0 |
|
Operating margin |
|
|
6.7 |
% |
|
|
5.4 |
% |
|
|
5.8 |
% |
|
|
5.6 |
% |
To compare operating performance between the three and six months ended June 30, 2023 and 2022, the Company has adjusted GAAP operating income to exclude (1) amortization of intangible assets, earnout and retention expenses, (2) acquisition and integration expenses, which include legal, accounting, and other expenses, (3) executive transition expenses, including fees and expenses incurred in the search, for and hiring, of new executives and (4) restructuring expenses primarily relating to severance, facility exits, and associated legal expenses.
The following table presents the reconciliation of GAAP operating income and GAAP operating margin to non-GAAP operating income and non-GAAP operating margin:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions, except ratios) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Operating income as reported in accordance with GAAP |
|
$ |
8.6 |
|
|
$ |
5.7 |
|
|
$ |
14.1 |
|
|
$ |
11.0 |
|
Operating margin in accordance with GAAP |
|
|
6.7 |
% |
|
|
5.4 |
% |
|
|
5.8 |
% |
|
|
5.6 |
% |
Amortization and earnout expenses |
|
|
2.3 |
|
|
|
1.5 |
|
|
|
4.0 |
|
|
|
2.9 |
|
Acquisition and integration expenses |
|
|
0.3 |
|
|
|
1.5 |
|
|
|
0.8 |
|
|
|
2.5 |
|
Executive transition expenses |
|
|
0.2 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
Restructuring expenses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Non-GAAP operating income |
|
$ |
11.4 |
|
|
$ |
8.7 |
|
|
$ |
19.1 |
|
|
$ |
16.5 |
|
Non-GAAP operating margin |
|
|
8.8 |
% |
|
|
8.3 |
% |
|
|
7.9 |
% |
|
|
8.3 |
% |
Orders booked increased $49.4 million, or 43.5%, to $162.9 million during the three months ended June 30, 2023 compared with $113.5 million in the three months ended June 30, 2022. The increase is led by an increase of $49.4 million in our emissions management technologies, partially offset by a decrease of $12.4 million in separation, filtration, and industrial water technologies. Of the $162.9 million in orders booked during the three months ended June 30, 2023, $15.1 million is attributable to acquisitions that have occurred during the preceding twelve month period.
Orders booked increased $34.6 million, or 12.6%, to $309.0 million during the six months ended June 30, 2023 compared with $274.4 million in the six months ended June 30, 2022. The increase is led by increases of $17.7 million in our emissions management technologies and $15.4 million in our engineered cyclone systems. Of the $309.0 million in orders booked during the six months ended June 30, 2023, $39.3 million is attributable to acquisitions that have occurred during the preceding twelve month period.
Net sales for the three months ended June 30, 2023 increased $23.8 million, or 22.6%, to $129.2 million compared with $105.4 million for the three months ended June 30, 2022. The increase is broad-based, led by increases of $15.2 million in separation, filtration, and industrial water technologies and $5.4 million in our emissions management technologies. Approximately 95%, or $121.3 million, of net sales for the three months ended June 30, 2023 is attributable to organic revenue.
Net sales for the six months ended June 30, 2023 increased $43.9 million, or 22.2%, to $241.7 million compared with $197.8 million for the six months ended June 30, 2022. The increase is broad-based, led by increases of $27.8 million in separation, filtration, and industrial water technologies, $9.4 million in our thermal acoustics technologies, and $5.5 million in products serving the industrial air
21
end markets. Approximately 90%, or $221.2 million, of net sales for the six months ended June 30, 2023 is attributable to organic revenue.
Gross profit increased $8.1 million, or 25.6%, to $39.8 million in the three months ended June 30, 2023 compared with $31.7 million in the three months ended June 30, 2022. The increase in gross profit is primarily attributable to the increase in organic sales as described above, operating leverage and acquisitions of businesses with favorable margins. Gross profit as a percentage of sales increased to 30.8% in the three months ended June 30, 2023 compared with 30.1% in the three months ended June 30, 2022.
Gross profit increased $16.6 million, or 28.6%, to $74.7 million in the six months ended June 30, 2023 compared with $58.1 million in the six months ended June 30, 2022. The increase in gross profit is primarily attributable to the increase in sales volume as described above, higher project margin mix and acquisitions of businesses with favorable margins. Gross profit as a percentage of sales increased to 30.9% in the six months ended June 30, 2023 compared with 29.4% in the six months ended June 30, 2022.
Selling and administrative expenses were $28.4 million for the three months ended June 30, 2023 compared with $23.0 million for the three months ended June 30, 2022. The increase is primarily attributable to acquisitions during the prior and current year, and increased headcount to support our growth and efforts to expand our global footprint.
Selling and administrative expenses were $55.6 million for the six months ended June 30, 2023 compared with $41.6 million for the six months ended June 30, 2022. The increase is primarily attributable to acquisitions during the prior and current year, a $2.5 million favorable insurance settlement in the prior year, and increased headcount to support our growth and efforts to expand our global footprint.
Amortization and earnout expense was $2.3 million for the three months ended June 30, 2023 compared with $1.5 million for the three months ended June 30, 2022. The increase in expense is attributable to an increase of $0.5 million in earnout expense and an increase of $0.3 million in definite lived asset amortization due to increased intangible assets attributable to current and prior year acquisitions.
Amortization and earnout expense was $4.0 million for the six months ended June 30, 2023 compared with $2.9 million for the six months ended June 30, 2022. The increase in expense is attributable to an increase of $0.6 million in earnout expense and an increase of $0.5 million in definite lived asset amortization due to increased intangible assets attributable to current and prior year acquisitions.
Operating income increased $2.9 million to $8.6 million for the three months ended June 30, 2023 compared with operating income of $5.7 million for the three months ended June 30, 2022. The increase in operating income is primarily attributable to increases in net sales.
Operating income increased $3.1 million to $14.1 million for the six months ended June 30, 2023 compared with operating income of $11.0 million for the six months ended June 30, 2022. The increase in operating income is primarily attributable to increases in net sales.
Non-GAAP operating income was $11.4 million for the three months ended June 30, 2023 compared with $8.7 million for the three months ended June 30, 2022. Non-GAAP operating income as a percentage of sales increased to 8.8% for the three months ended June 30, 2023 from 8.3% for the three months ended June 30, 2022.
Non-GAAP operating income was $19.1 million for the six months ended June 30, 2023 compared with $16.5 million for the six months ended June 30, 2022. Non-GAAP operating income as a percentage of sales was 7.9% for the three months ended June 30, 2023 compared to 8.3% for the six months ended June 30, 2022.
Interest expense increased to $3.8 million in the three months ended June 30, 2023 compared with interest expense of $1.1 million for the three months ended June 30, 2022. The increase in interest expense is primarily due to increased debt balances and rising interest rates.
Interest expense increased to $6.2 million in the six months ended June 30, 2023 compared with interest expense of $1.9 million for the six months ended June 30, 2022. The increase in interest expense is primarily due to increased debt balances and rising interest rates.
Income tax expense was $1.0 million for the three months ended June 30, 2023 compared with income tax expense of $1.9 million for the three months ended June 30, 2022. Income tax expense was $1.0 million for the six months ended June 30, 2023 compared with income tax expense of $3.0 million for the six months ended June 30, 2022. The effective income tax rate for the three months ended June 30, 2023 was 19.8% compared with 28.3% for the three months ended June 30, 2022. The effective income tax rate for the six months ended June 30, 2023 was 13.3% compared with 28.3% for the six months ended June 30, 2022. The effective income tax rates
22
for the three and six months ended June 30, 2023 differ from the United States federal statutory rate. Our effective tax rate is affected by certain other permanent differences, including state income taxes, non-deductible incentive stock-based compensation, and differences in tax rates among the jurisdictions in which we operate.
Business Segments
The Company’s operations are organized and reviewed by management along its product lines or end market that the segment serves and are presented in two reportable segments. The results of the segments are reviewed through “Income from operations” on the unaudited Condensed Consolidated Statements of Income.
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net Sales (less intra- and inter-segment sales) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Systems segment |
|
$ |
87,522 |
|
|
$ |
67,333 |
|
|
$ |
161,977 |
|
|
$ |
124,308 |
|
Industrial Process Solutions segment |
|
|
41,659 |
|
|
|
38,042 |
|
|
|
79,767 |
|
|
|
73,503 |
|
Total net sales |
|
$ |
129,181 |
|
|
$ |
105,375 |
|
|
$ |
241,744 |
|
|
$ |
197,811 |
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Income from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Systems segment |
|
$ |
14,089 |
|
|
$ |
9,006 |
|
|
$ |
23,894 |
|
|
$ |
15,476 |
|
Industrial Process Solutions segment |
|
|
4,586 |
|
|
|
5,482 |
|
|
|
10,131 |
|
|
|
9,621 |
|
Corporate and Other(1) |
|
|
(10,072 |
) |
|
|
(8,742 |
) |
|
|
(19,961 |
) |
|
|
(14,147 |
) |
Total income from operations |
|
$ |
8,603 |
|
|
$ |
5,746 |
|
|
$ |
14,064 |
|
|
$ |
10,950 |
|
(1) Includes corporate compensation, professional services, information technology and other general and administrative corporate expenses.
Engineered Systems Segment
Our Engineered Systems segment net sales increased $20.2 million to $87.5 million for the three months ended June 30, 2023 compared with $67.3 million for the three months ended June 30, 2022. The increase is led by increases of $15.2 million in separation, filtration, and industrial water technologies and $5.4 million in our emissions management technologies. Approximately 90%, or $80.5 million, of net sales for the three months ended June 30, 2023 is attributable to organic revenue.
Our Engineered Systems segment net sales increased $37.7 million to $162.0 million for the six months ended June 30, 2023 compared with $124.3 million for the six months ended June 30, 2022. The increase is led by increases of $27.8 million in separation, filtration, and industrial water technologies and $9.4 million in our thermal acoustics technologies. Approximately 90%, or $143.4 million, of net sales for the six months ended June 30, 2023 is attributable to organic revenue.
Operating income for the Engineered Systems segment increased $5.1 million to $14.1 million for the three months ended June 30, 2023 compared with $9.0 million for the three months ended June 30, 2022. The increase is primarily attributable to increased sales, partially offset by an increase in direct costs.
Operating income for the Engineered Systems segment increased $8.4 million to $23.9 million for the six months ended June 30, 2023 compared with $15.5 million for the six months ended June 30, 2022. The increase is primarily attributable to increased sales, partially offset by an increase in direct costs.
Industrial Process Solutions Segment
Our Industrial Process Solutions segment net sales increased $3.7 million to $41.7 million for the three months ended June 30, 2023 compared with $38.0 million for the three months ended June 30, 2022. The increase is primarily attributable to increases across all products serving industrial air end markets. Approximately 98%, or $40.7 million, of net sales for the three months ended June 30, 2023 is attributable to organic revenue.
Our Industrial Process Solutions segment net sales increased $6.3 million to $79.8 million for the six months ended June 30, 2023 compared with $73.5 million for the six months ended June 30, 2022. The increase is primarily attributable to increases across all products serving industrial air end markets. Approximately 98%, or $77.8 million, of net sales for the six months ended June 30, 2023 is attributable to organic revenue.
23
Operating income for the Industrial Process Solutions segment decreased $0.9 million to $4.6 million for the three months ended June 30, 2023 compared with $5.5 million for the three months ended June 30, 2022. The decrease is primarily attributable to an increase in costs related to materials and labor, partially offset by increased sales.
Operating income for the Industrial Process Solutions segment increased $0.5 million to $10.1 million for the six months ended June 30, 2023 compared with $9.6 million for the six months ended June 30, 2022. The increase is primarily attributable to increased sales, offset by an increase costs related to materials and labor.
Corporate and Other Segment
Operating expense for the Corporate and Other segment increased $1.4 million to $10.1 million for the three months ended June 30, 2023 compared with $8.7 million for the three months ended June 30, 2022. The increase is primarily attributable to investments made to support growth, and inflationary increases for wages and services.
Operating expense for the Corporate and Other segment increased $5.9 million to $20.0 million for the six months ended June 30, 2023 compared with $14.1 million for the six months ended June 30, 2022. The increase is primarily attributable to investments made to support growth, inflationary increases for wages and services, and a favorable insurance settlement of $2.5 million in the prior year period.
Backlog
Backlog (i.e., unfulfilled or remaining performance obligations) represents the sales we expect to recognize for our products and services for which control has not yet transferred to the customer. Backlog increased to $391.0 million as of June 30, 2023 from $311.7 million as of December 31, 2022, with $49.9 million, or 63%, of the increase due to organic growth. Our customers may have the right to cancel a given order. Historically, cancellations have not been common. Backlog is adjusted on a quarterly basis for adjustments in foreign currency exchange rates. Substantially all backlog is expected to be delivered within 12 to 18 months. Backlog is not defined by GAAP and our methodology for calculating backlog may not be consistent with methodologies used by other companies.
New Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 2 to the unaudited condensed consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
When we undertake large jobs, our working capital objective is to make these projects self-funding. We work to achieve this by obtaining initial down payments, progress billing contracts, when possible, utilizing extended payment terms from material suppliers, and paying sub-contractors after payment from our customers, which is an industry practice. Our investment in net working capital is funded by cash flow from operations and by our revolving line of credit under our Credit Facility (as defined below).
At June 30, 2023, the Company had working capital of $102.8 million, compared with $94.0 million at December 31, 2022. The ratio of current assets to current liabilities was 1.55 to 1.00 on June 30, 2023, as compared with a ratio of 1.64 to 1.00 on December 31, 2022.
At June 30, 2023 and December 31, 2022, cash and cash equivalents totaled $47.6 million and $45.5 million, respectively. As of June 30, 2023 and December 31, 2022, $35.6 million and $31.7 million, respectively, of our cash and cash equivalents were held by certain non-United States subsidiaries, as well as being denominated in foreign currencies.
24
Debt consisted of the following:
(in thousands) |
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Outstanding borrowings under the Credit Facility (as defined below) |
|
|
|
|
|
|
||
Term loan |
|
$ |
40,207 |
|
|
$ |
41,309 |
|
Revolving credit facility |
|
|
93,200 |
|
|
|
61,300 |
|
Total outstanding borrowings under the Credit Facility |
|
|
133,407 |
|
|
|
102,609 |
|
Outstanding borrowings under the joint venture term debt |
|
|
9,406 |
|
|
|
10,083 |
|
Unamortized debt discount |
|
|
(1,178 |
) |
|
|
(1,488 |
) |
Total outstanding borrowings |
|
|
141,635 |
|
|
|
111,204 |
|
Less: current portion |
|
|
(4,313 |
) |
|
|
(3,579 |
) |
Total debt, less current portion |
|
$ |
137,322 |
|
|
$ |
107,625 |
|
Credit Facility
The Company’s outstanding borrowings in the United States consist of a senior secured term loan and a senior secured revolver loan with sub-facilities for letters of credit, swing-line loans and multi-currency loans (collectively, the “Credit Facility”). As of June 30, 2023 and December 31, 2022, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility.
See Note 7 to the unaudited condensed consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q for further information on the Company’s debt facilities.
Total unused credit availability under our existing Credit Facility is as follows:
(in millions) |
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Credit Facility, revolving loans |
|
$ |
140.0 |
|
|
$ |
140.0 |
|
Draw down |
|
|
(93.2 |
) |
|
|
(61.3 |
) |
Letters of credit open |
|
|
20.4 |
|
|
|
(18.9 |
) |
Total unused credit availability |
|
$ |
67.2 |
|
|
$ |
59.8 |
|
Amount available based on borrowing limitations |
|
$ |
26.4 |
|
|
$ |
59.8 |
|
Overview of Cash Flows and Liquidity
|
|
Six months ended June 30, |
|
|||||
(in thousands) |
|
2023 |
|
|
2022 |
|
||
Net cash (used in) provided by operating activities |
|
$ |
(611 |
) |
|
$ |
18,691 |
|
Net cash used in investing activities |
|
|
(28,061 |
) |
|
|
(38,797 |
) |
Net cash provided by financing activities |
|
|
29,498 |
|
|
|
26,655 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
1,141 |
|
|
|
(3,091 |
) |
Net decrease in cash |
|
$ |
1,967 |
|
|
$ |
3,458 |
|
Operating Activities
For the six months ended June 30, 2023, $0.6 million of cash was used in operating activities compared with $18.7 million provided by operations in the prior year period, representing a $19.3 million additional use of cash. Cash flow from operating activities in the first six months of 2023 had an unfavorable impact year-over-year primarily due to timing of receipt of outstanding receivables and payments to suppliers, as well as the decrease in net income compared to the prior year period.
Investing Activities
For the six months ended June 30, 2023, net cash used in investing activities was $28.1 million compared with $38.8 million used in investing activities in the prior year period. For the six months ended June 30, 2023, the $28.1 million cash used in investing activities was the result of $24.2 million cash used for acquisitions as described in Note 14 to the unaudited condensed consolidated financial statements, and $3.9 million for the acquisition of property and equipment. In the prior year period, the $38.8 million cash used in
25
investing activities was the result of $37.4 million used for acquisitions as described in Note 14 and $1.4 million for the acquisition of property and equipment.
Financing Activities
For the six months ended June 30, 2023, $29.5 million was provided by financing activities compared with $26.7 million provided by financing activities in the prior year period, for an increase of $2.8 million. For the six months ended June 30, 2023, the Company used $31.9 million for net borrowings on the Company’s revolving credit lines, primarily used to finance current year acquisitions, $1.7 million in repayment on long-term debt, $0.9 million on deferred payments for acquisitions, and $0.6 million on distributions to the noncontrolling interest. The Company also received $1.2 million of proceeds from the exercise of stock options and the employee stock purchase plan. In the prior year period, the Company used $22.7 million for net borrowings on the Company’s revolving credit lines and $9.5 million for net borrowings on long-term debt, primarily used to finance acquisitions, as well as $4.3 million on common stock repurchases and $0.9 million on distributions to the noncontrolling interest.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed consolidated financial statements. The preparation of these financial statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. Such estimates include revenue recognition, the valuation of trade receivables, inventories, goodwill, intangible assets, other long-lived assets, legal contingencies, guarantee obligations and assumptions used in the calculation of income taxes, assumptions used in business combination accounting and related balances, and pension and post-retirement benefits, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors. Management monitors economic conditions and other factors and will adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.
Management believes there have been no changes during the six months ended June 30, 2023 to the items that the Company disclosed as its critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Any statements contained in this Quarterly Report on Form 10-Q, 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. We use words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “will,” “plan,” “should” and similar expressions to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Potential risks and uncertainties, among others, that could cause actual results to differ materially are discussed under “Part I – Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and include, but are not limited to:
26
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 any related 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. Furthermore, the 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 (the “SEC”), we undertake no obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks, primarily changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. For the Company, these exposures are primarily related to changes in interest rates. We do not currently hold any derivatives or other financial instruments purely for trading or speculative purposes.
The carrying value of the Company’s total long-term debt and current maturities of long-term debt at June 30, 2023 was $142.8 million. Market risk was estimated as the potential decrease (increase) in future earnings and cash flows resulting from a hypothetical 10% increase (decrease) in the Company’s estimated weighted average borrowing rate at June 30, 2023. Most of the interest on the Company’s debt is indexed to SOFR market rates. The estimated annual impact of a hypothetical 10% change in the estimated weighted average borrowing rate at June 30, 2023 is $1.2 million.
The Company has wholly-owned subsidiaries in several countries, including in the Netherlands, Canada, the People’s Republic of China, Mexico, United Kingdom, Singapore, India, United Arab Emirates and South Korea. In the past, we have not hedged our foreign currency exposure, and fluctuations in exchange rates have not materially affected our operating results. Future changes in exchange rates may positively or negatively impact our revenues, operating expenses and earnings. Transaction gains (losses) included in “Other income (expense), net” line of the Condensed Consolidated Statements of Income were $0.3 million and $(1.6) million for the three months ended June 30, 2023 and 2022, respectively, and $0.8 million and $(1.3) million for the six months ended June 30, 2023 and 2022, respectively.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in reports that it files or
27
submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of June 30, 2023, as the result of the material weakness in our internal control over financial reporting discussed below, which is currently being remediated.
Notwithstanding the material weakness, management believes that the condensed consolidated financial statements included in this report present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows for each of the periods presented in this report in conformity with accounting principles generally accepted in the United States of America.
Material Weakness in Internal Control over Financial Reporting
In connection with our evaluation for the period ended June 30, 2023, we identified a material weakness in internal control over financial reporting for the first quarter ended March 31, 2023 relating to management’s review of its revenue recognition for contracts recognized over time isolated to our Engineered Systems segment. Specifically, for the quarter ended March 31, 2023, management did not retain appropriate documentation supporting the review of over time revenue recognition for customer contracts within the Engineered Systems segment.
The material weakness did not result in any material misstatement in our interim financial statements or disclosures, and there were no changes required to any of our previously released interim or audited consolidated financial statements
Remediation Efforts to Address Material Weakness
Management is committed to maintaining a strong internal control environment. In response to the identified material weakness, management, with the oversight of the Audit Committee of the Board of Directors, has taken actions toward the remediation of the material weakness in internal control over financial reporting, including reinforcing the importance of adherence to Company policies regarding control performance and related documentation with control owners, strengthening existing training programs for control owners, and developing monitoring activities to validate the performance of controls by control owners.
The Company anticipates the actions described above and resulting improvements in controls will strengthen the Company’s processes, procedures and controls related to management’s review of over time revenue recognition and will address the related material weakness. However, the material weakness cannot be considered remediated until the applicable control has operated for a sufficient period of time, and management has concluded, through testing, that the control is operating effectively.
Changes in Internal Control Over Financial Reporting
Other than the material weakness described above and the ongoing remediation of such material weakness, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on the Effectiveness of Controls
Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. The Company conducts periodic evaluations of its internal controls to enhance, where necessary, its procedures and controls.
28
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 13 to the unaudited Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding legal proceedings in which the Company is involved.
ITEM 1A. RISK FACTORS
There have been no material changes in the Company’s risk factors that were disclosed in “Part I – Item 1A. Risk Factors” of the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about our purchases of the Company's equity securities for the three months ended June 30, 2023:
|
|
Issuer's Purchases of Equity Securities |
|
|||||||||||||
(in thousands, except per share data) |
|
Total Number of Shares Purchased 1 |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs |
|
||||
April 1, 2023 - April 30, 2023 |
|
— |
|
|
|
— |
|
|
— |
|
|
$ |
13,000 |
|
||
May 1, 2023 - May 31, 2023 |
|
— |
|
|
|
— |
|
|
— |
|
|
|
13,000 |
|
||
June 1, 2023 - June 30, 2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13,000 |
|
Total |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
(1) On May 10, 2022, the Board of Directors authorized a $20.0 million share repurchase program as described within Note 8. The program expires on April 30, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
29
ITEM 6. EXHIBITS
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) |
|
|
|
101.INS |
|
Inline XBRL Instance Document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
30
SIGNATURES
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.
|
|
|
|
By: |
/s/ Paul M. Gohr |
|
Paul M. Gohr |
|
Chief Accounting Officer (principal accounting officer and duly authorized officer) |
Date: August 8, 2023
31
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Todd Gleason, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CECO Environmental Corp.;
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 registrant as of, and for, the periods presented in this report;
4. The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’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
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
/s/ Todd Gleason |
Todd Gleason |
Chief Executive Officer |
Date: August 8, 2023
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Peter Johansson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CECO Environmental Corp.;
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 registrant as of, and for, the periods presented in this report;
4. The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’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
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
/s/ Peter Johansson |
Peter Johansson |
Chief Financial and Strategy Officer |
Date: August 8, 2023
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 six month period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd Gleason, 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, to the best of my knowledge and belief, 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 as of the dates and for the periods expressed in the Report.
/s/ Todd Gleason |
Todd Gleason |
Chief Executive Officer |
Date: August 8, 2023
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 six month period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Johansson, 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, to the best of my knowledge and belief, 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 as of the dates and for the periods expressed in the Report.
/s/ Peter Johansson |
Peter Johansson |
Chief Financial and Strategy Officer |
Date: August 8, 2023