Ceco Environmental Corp: Form 10-Q for the period ended Jun 30, 2025

The Company’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024 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 through a collection of focused operating companies with niche leadership positions and well-established brands in fragmented markets with flexible business models and established supply chains. 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. Against the current backdrop of a rapidly evolving global commercial environment, we believe we are comparatively well-positioned as we execute and manufacture a majority of our business in the same regions in which we sell, with our cost and revenue bases largely aligned as a result. Recently, international trade has been impacted by geopolitical tariff considerations. To mitigate potential tariff-related impacts, we have worked strategically with customers and suppliers to optimize terms and pricing, sourcing locations, and logistics routes and schedules. While we will continue to take a proactive approach on our efforts to mitigate the impacts of tariffs, our business and results could be adversely affected by further policy developments. Additionally, we are currently experiencing shortages of raw materials and inflationary pressures for certain materials and labor. We have secured raw materials from existing and alternate suppliers and have taken other mitigating actions to mitigate supply disruptions; however, we cannot guarantee that we will be able to continue to do so in the future. If we are unable to continue to mitigate the effects of these supply disruptions and/or inflationary pressures, 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, divestiture, and the items described below in “Consolidated Results.” The Company believes that these items are not necessarily indicative of the Company’s ongoing operations and their exclusion provides individuals with additional information to better compare the Company's results over multiple periods. The Company utilizes this information to evaluate its ongoing financial performance. 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.

Results of Operations

Consolidated Results

Our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024 are as follows:

(in millions, except ratios)

To compare operating performance between the three and six months ended June 30, 2025 and 2024, the Company has adjusted GAAP operating income to exclude (1) amortization of intangible assets, (2) acquisition and integration expenses, which include legal, accounting, and other expenses, (3) gain on the sale of the Global Pump Solutions business as discussed in Note 16, and (4) other non-recurring expenses, including fair value adjustment of earn-out liabilities from the acquisitions of WK Group, restructuring expenses primarily relating to severance, facility exits, and associated legal expenses, asbestos litigation expenses relating to future settlement payments, and third party professional consulting fees associated with Enterprise Resource Planning system implementations.

The following table presents the reconciliation of GAAP operating income and GAAP operating margin to non-GAAP operating income and non-GAAP operating margin:

(in millions, except ratios)

(1) Other non-recurring expenses, including fair value adjustment of earn-out liabilities from the acquisitions of WK Group, restructuring expenses primarily relating to severance, facility exits, and associated legal expenses, asbestos litigation expenses relating to future settlement payments, and third party professional consulting fees associated with Enterprise Resource Planning system implementations.

Orders booked increased $133.3 million, or 95%, to $274.1 million during the three months ended June 30, 2025 compared with $140.8 million in the three months ended June 30, 2024. Approximately 89%, or $245.3 million, of the orders for the three months ended June 30, 2025 is attributable to organic bookings, defined as orders recorded subsequent to the twelve month period post-acquisition date. The orders increase is primarily attributable to the Company's energy and power technologies. Investments in domestic energy infrastructure have resulted in increased demand for emissions, separation, and acoustics products. The remainder of the increase in orders is attributable to the Company's recent acquisitions in burner management and industrial air technologies.

Orders booked increased $216.0 million, or 75%, to $502.1 million during the six months ended June 30, 2025 compared with $286.1 million in the six months ended June 30, 2024. Approximately 86%, or $430.1 million, of the orders for the six months ended June 30, 2025 is attributable to organic bookings, defined as orders recorded subsequent to the twelve month period post-acquisition date. The orders increase is primarily attributable to the Company's energy and power technologies. Investments in energy infrastructure and growth in midstream markets have resulted in increased demand for emissions, separation, and acoustics products. The remainder of the increase in orders is attributable to the Company's recent acquisitions.

Net sales for the three months ended June 30, 2025 increased $47.9 million, or 34.8%, to $185.4 million compared with $137.5 million for the three months ended June 30, 2024. Approximately 78%, or $145.1 million, of the net sales for the three months ended June 30, 2025 is attributable to organic revenue, defined as revenue recorded subsequent to the twelve month period post-acquisition date. The increase in organic revenue is driven by execution and delivery on our record backlog within energy transition end markets. The remainder of the increase in net sales is attributable to the Company's recent acquisitions.

Net sales for the six months ended June 30, 2025 increased $98.2 million, or 37.2%, to $362.1 million compared with $263.9 million for the six months ended June 30, 2024. Approximately 79%, or $287.5 million, of the net sales for the six months ended June 30, 2025 is attributable to organic revenue, defined as revenue recorded subsequent to the twelve month period post-acquisition date. The increase in organic revenue is driven by execution and delivery on our record backlog within energy transition end markets, with notable growth in midstream. The remainder of the increase in net sales is attributable to the Company's recent acquisitions.

Gross profit increased $18.1 million, or 36.9%, to $67.1 million in the three months ended June 30, 2025 compared with $49.0 million in the three months ended June 30, 2024. The increase in gross profit is primarily attributable to the increase in sales volume as described above. Gross profit as a percentage of sales slightly increased to 36.2% in the three months ended June 30, 2025 compared with 35.6% in the three months ended June 30, 2024. This increase is attributable to project mix.

Gross profit increased $35.1 million, or 37.3%, to $129.3 million in the six months ended June 30, 2025 compared with $94.2 million in the six months ended June 30, 2024. The increase in gross profit is primarily attributable to the increase in sales volume as described above. Gross profit as a percentage of sales was flat at 35.7% in the six months ended June 30, 2025 and June 30, 2024.

Selling and administrative expenses were $48.8 million for the three months ended June 30, 2025 compared with $36.4 million for the three months ended June 30, 2024. The increase is primarily attributable to increased headcount to support the Company’s backlog execution and growth initiatives. Additionally, acquisitions during the current and prior year drove increased selling and administrative expense.

Selling and administrative expenses were $102.4 million for the six months ended June 30, 2025 compared with $71.4 million for the six months ended June 30, 2024. The increase is primarily attributable to increased headcount to support the Company’s backlog execution and growth initiatives. Additionally, acquisitions during the current and prior year drove increased selling and administrative expense.

Amortization expense was $6.0 million for the three months ended June 30, 2025 compared with $2.2 million for the three months ended June 30, 2024. The increase in expense is attributable to increased intangible assets attributable to current and prior year acquisitions.

Amortization expense was $6.0 million for the six months ended June 30, 2025 compared with $4.4 million for the six months ended June 30, 2024. The increase in expense is attributable to increased intangible assets attributable to current and prior year acquisitions.

Operating income increased $8.8 million to $18.1 million for the three months ended June 30, 2025 compared with operating income of $9.3 million for the three months ended June 30, 2024. The increase in operating income is primarily attributable to the fair value adjustment to the earn-out liability associated with the acquisition of WK Group, as well as the increase in gross profit described above.

Operating income increased $63.0 million to $79.9 million for the six months ended June 30, 2025 compared with operating income of $16.9 million for the six months ended June 30, 2024. The increase in operating income is primarily attributable to the gain on the sale of the Global Pump Solutions business and fair value adjustment to the earn-out liability associated with the acquisition of WK Group, partially offset by the increase in selling and administrative expenses described above.

Non-GAAP operating income was $18.3 million for the three months ended June 30, 2025 compared with $12.6 million for the three months ended June 30, 2024. Non-GAAP operating income as a percentage of sales increased to 9.9% for the three months ended June 30, 2025 from 9.2% for the three months ended June 30, 2024.

Non-GAAP operating income was $26.9 million for the six months ended June 30, 2025 compared with $22.8 million for the six months ended June 30, 2024. Non-GAAP operating income as a percentage of sales decreased to 7% for the six months ended June 30, 2025 from 9% for the six months ended June 30, 2024.

Interest expense increased to $4.9 million in the three months ended June 30, 2025 compared with interest expense of $3.3 million for the three months ended June 30, 2024. The increase in interest expense is primarily due to increased debt balances.

Interest expense increased to $11.1 million in the six months ended June 30, 2025 compared with interest expense of $6.7 million for the six months ended June 30, 2024. The increase in interest expense is primarily due to increased debt balances.

Income tax expense was $4.5 million for the three months ended June 30, 2025 compared with income tax expense of $1.0 million for the three months ended June 30, 2024. Income tax expense was $23.1 million for the six months ended June 30, 2025 compared with income tax expense of $1.0 million for the six months ended June 30, 2024. The effective income tax rate for the three months ended June 30, 2025 was 30.9% compared with 7.4% for the three months ended June 30, 2024. The effective income tax rate for the six months ended June 30, 2025 was 33.2% compared with 13.1% for the six months ended June 30, 2024. The effective income tax rates for the three and six months ended June 30, 2025 and June 30, 2024 differ from the United States federal statutory rate. Our effective tax rate is affected by certain other permanent differences, including the gain on the sale of the Global Pump Solutions business, 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.

For the three and six months ended June 30, 2025, financial results by segment are as follows:

(in thousands)

For the three and six months ended June 30, 2024, financial results by segment are as follows:

(in thousands)

(1) Includes corporate compensation, professional services, information technology, and other general and administrative corporate expenses.

Engineered Systems Segment

Our Engineered Systems segment orders booked increased $123.7 million, or 123%, to $224.2 million during the three months ended June 30, 2025 compared with $100.5 million in the three months ended June 30, 2024. The increase is primarily attributable to the Company's energy and power technologies. Investments in energy infrastructure and growth in midstream markets have resulted in increased demand for emissions, separation, and acoustics products. The Company’s acquisition of Profire, a niche-leader specializing in the design and manufacture of burner-management systems and other combustion-management technologies, is another driver of increased orders. Approximately 94%, or $210.1 million, of the orders for the three months ended June 30, 2025 is attributable to organic bookings, defined as orders recorded subsequent to the twelve month period post-acquisition date.

Our Engineered Systems segment orders booked increased $187.1 million, or 94%, to $387.1 million during the six months ended June 30, 2025 compared with $200.0 million in the six months ended June 30, 2024. The increase is primarily attributable to the Company's energy and power technologies. Investments in energy infrastructure and growth in midstream markets have resulted in increased demand for emissions, separation, and acoustics products. The Company’s acquisition of Profire also contributed to the increase in orders. Approximately 91%, or $353.0 million, of the orders for the six months ended June 30, 2025 is attributable to organic bookings, defined as orders recorded subsequent to the twelve month period post-acquisition date.

Our Engineered Systems segment net sales increased $31.1 million to $128.5 million for the three months ended June 30, 2025 compared with $97.4 million for the three months ended June 30, 2024. The increase is led by backlog execution on large scale power projects and inorganic sales growth attributable to Profire. Approximately 87%, or $111.6 million, of the net sales for the three months ended June 30, 2025 is attributable to organic revenue.

Our Engineered Systems segment net sales increased $62.2 million to $248.9 million for the six months ended June 30, 2025 compared with $186.7 million for the six months ended June 30, 2024. The increase is led by backlog execution on large scale power projects and inorganic sales growth attributable to Profire. Approximately 87%, or $217.6 million, of the net sales for the six months ended June 30, 2025 is attributable to organic revenue.

Operating income for the Engineered Systems segment increased $5.9 million to $25.2 million for the three months ended June 30, 2025 compared with $19.3 million for the three months ended June 30, 2024. The operating income increase is attributable to higher gross profit related to increased net sales, partially offset by an increase in selling and administrative expense.

Operating income for the Engineered Systems segment increased $8.3 million to $43.9 million for the six months ended June 30, 2025 compared with $35.6 million for the six months ended June 30, 2024. The operating income increase is attributable to higher gross profit related to increased net sales, partially offset by an increase in selling and administrative expense.

Industrial Process Solutions Segment

Our Industrial Process Solutions segment orders booked increased $9.7 million, or 24%, to $49.9 million during the three months ended June 30, 2025 compared with $40.2 million in the three months ended June 30, 2024. The increase is primarily attributable to the Company’s most recent acquisitions in industrial air treatment applications and increase in demand for the Company's scrubber technologies. Approximately 70%, or $35.1 million, of the orders for the three months ended June 30, 2025 is attributable to organic bookings, defined as orders recorded subsequent to the twelve month period post-acquisition date.

Our Industrial Process Solutions segment orders booked increased $29.4 million, or 34%, to $114.9 million during the six months ended June 30, 2025 compared with $85.5 million in the six months ended June 30, 2024. The increase is primarily attributable to Company’s most recent acquisitions in industrial air treatment applications and increase in demand for the Company's scrubber technologies. Approximately 67% or $77.0 million, of the orders for the six months ended June 30, 2025 is attributable to organic bookings, defined as orders recorded subsequent to the twelve month period post-acquisition date.

Our Industrial Process Solutions segment net sales increased $16.8 million to $56.9 million for the three months ended June 30, 2025 compared with $40.1 million for the three months ended June 30, 2024. The increase is primarily attributable to Company’s most recent acquisitions in industrial air treatment applications, partially offset by the loss of net sales due to the divestiture of the Global Pump Solutions business. Approximately 59%, or $33.5 million, of the net sales for the three months ended June 30, 2025 is attributable to organic revenue.

Our Industrial Process Solutions segment net sales increased $36.1 million to $113.2 million for the six months ended June 30, 2025 compared with $77.1 million for the six months ended June 30, 2024. The increase is primarily attributable to Company’s most recent acquisitions in industrial air treatment applications, partially offset by the loss of net sales due to the divestiture of the Global Pump Solutions business. Approximately 62%, or $70.0 million, of the net sales for the six months ended June 30, 2025 is attributable to organic revenue.

Operating income for the Industrial Process Solutions segment increased $9.4 million to $15.1 million for the three months ended June 30, 2025 compared with $5.7 million for the three months ended June 30, 2024. The increase is primarily attributable to the fair value adjustment to the earn-out liability associated with the acquisition of WK Group, as well as the increase in gross profit driven by the net sales increase described above.

Operating income for the Industrial Process Solutions segment increased $72.0 million to $84.8 million for the six months ended June 30, 2025 compared with $12.8 million for the six months ended June 30, 2024. The increase is primarily attributable to the gain on the sale of the Global Pump Solutions business and fair value adjustment to the earn-out liability associated with the acquisition of WK Group.

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 $688.1 million as of June 30, 2025, from $540.9 million as of December 31, 2024. Our customers may have the right to cancel a given order. Historically, cancellations have not been significant. Backlog is adjusted on a quarterly basis for adjustments in foreign currency exchange rates. Substantially all backlog is expected to be delivered within 18 to 24 months. Backlog is not defined by GAAP and our methodology for calculating backlog may not be consistent with methodologies used by other companies.

Recent 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 customer 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, 2025, the Company had working capital of $98.0 million, compared with $86.3 million at December 31, 2024. The ratio of current assets to current liabilities was 1.34 to 1.00 on June 30, 2025, as compared with a ratio of 1.35 to 1.00 on December 31, 2024.

At June 30, 2025 and December 31, 2024, cash and cash equivalents totaled $36.8 million and $37.8 million, respectively. As of June 30, 2025 and December 31, 2024, $26.2 million and $29.7 million, respectively, of our cash and cash equivalents were held by certain foreign subsidiaries, as well as being denominated in foreign currencies.

Debt consisted of the following:

(in thousands)

Credit Facility

The Company’s outstanding borrowings in the United States consist of 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, 2025 and December 31, 2024, the Company was in compliance with all related financial and other restrictive covenants under the Credit Facility.

See Note 8 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)

Overview of Cash Flows and Liquidity

(in thousands)

Operating Activities

For the six months ended June 30, 2025, $19.4 million of cash was used in operating activities compared with $7.9 million provided by operations in the prior year period, representing a decrease of $27.3 million. Cash flow from operating activities in the first six months of 2025 had an unfavorable impact year-over-year primarily due to timing of project-related payments.

Investing Activities

For the six months ended June 30, 2025, net cash provided by investing activities was $3.8 million compared with $6.8 million used in investing activities in the prior year period. For the six months ended June 30, 2025, the Company received $105.8 million related to the sale of the Global Pump Solutions business as discussed in Note 16, offset by $97.6 million used in the acquisition of Profire as discussed in Note 15. In the prior year period, $6.8 million cash used in investing activities was primarily the result of acquisitions of property and equipment.

Financing Activities

For the six months ended June 30, 2025, $14.2 million was provided by financing activities compared with $16.6 million used in financing activities in the prior year period, for an increase of $30.8 million. For the six months ended June 30, 2025, cash provided by financing activities was driven by net borrowings of $19.7 million, primarily to fund the acquisition of Profire as discussed in Note 15, partially offset by $1.0 million of deferred consideration paid for acquisitions, representing the repayment of the remainder of the promissory note associated with the acquisition of Transcend Solutions in 2023. For the six months ended June 30, 2024, the primary uses of cash for financing activities were $6.7 million of net repayments on revolving credit lines and long-term debt, $5.0 million to repurchase common stock, and $2.1 million of deferred consideration paid for acquisitions..

Critical Accounting Estimates

Management believes there have been no changes during the six months ended June 30, 2025 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, 2024.

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 “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and include, but are not limited to:

• the effect of recent acquisitions and the divestiture of our Fluid Handling Business (together, the “transactions”) on business relationships, operating results, and business generally, disruption of current plans and operations and potential difficulties in employee retention as a result of the transactions, diversion of management’s attention from ongoing business operations in connection with the integration of recent acquisitions, the outcome of any legal proceedings that have been or may in the future be instituted related to the Profire transaction or other transactions, the amount of the costs, fees, expenses and other charges related to the transactions, the achievement of the anticipated benefits of transactions, our ability to successfully integrate acquired businesses and realize the synergies from acquisitions, as well as a number of factors related to our business, including the sensitivity of our business to economic and financial market conditions generally and economic conditions in CECO’s service areas;
• dependence on fixed price contracts and the risks associated therewith, including actual costs exceeding estimates and method of accounting for revenue;
• the effect of growth on our infrastructure, resources and existing sales;
• the ability to expand operations in both new and existing markets;
• the potential for contract delay or cancellation as a result of on-going or worsening supply chain challenges, or other customer-driven project delays relating to supply chain challenges or other customer considerations;
• liabilities arising from faulty services or products that could result in significant professional or product liability, warranty or other claims;
• changes in or developments with respect to any litigation or investigation;
• failure to meet timely completion or performance standards that could result in higher cost and reduced profits or, in some cases, losses on projects;
• the potential for fluctuations in prices for manufactured components and raw materials, including as a result of tariffs and surcharges, and rising energy costs;
• inflationary pressures relating to rising raw material costs and the cost of labor;
• the substantial amount of debt incurred in connection with our strategic transactions and our ability to repay or refinance it or incur additional debt in the future;
• the impact of federal, state or local government regulations;
• our ability to repurchase shares of our common stock and the amounts and timing of repurchases;
• our ability to successfully realize the expected benefits of our restructuring program;
• economic and political conditions generally;
• our ability to optimize our business portfolio by identifying acquisition targets, executing upon any strategic acquisitions or divestitures, integrating acquired businesses and realizing the synergies from strategic transactions; and
• unpredictability and severity of catastrophic events, including cybersecurity threats, acts of terrorism or outbreak of war or hostilities or public health crises, as well as management’s response to any of the aforementioned factors.

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. 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.

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, 2025 was $240.4 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, 2025. 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, 2025 is $1.7 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, Germany, South Korea and Saudi Arabia. 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 $(1.4) million and $0.5 million for the three months ended June 30, 2025 and 2024, respectively, and $(0.9) million and $1.6 million for the six months ended June 30, 2025 and 2024, respectively.

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 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 effective as of June 30, 2025.

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.

Changes in Internal Control Over Financial Reporting

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, 2025 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.

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, 2024.