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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | | | | |
(Mark One) |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
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 Number: 001-38221
Ecovyst Inc.
| | | | | | | | | | | | | | |
Delaware | | | 81-3406833 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) |
|
300 Lindenwood Drive | | | |
Malvern, Pennsylvania | | | 19355 |
(Address of principal executive offices) | | | (Zip Code) |
| | | | |
(484) | 617-1200 |
(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 |
Common stock, par value $0.01 per share | | ECVT | | New York Stock Exchange |
| | | | | | | | | | | | | | |
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. Yes ☒ No ☐ |
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). Yes ☒ No ☐ |
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 | ☒ | | 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 of common stock outstanding as of July 26, 2024 was 116,466,232. |
| | | | |
Ecovyst Inc.
INDEX—FORM 10-Q
June 30, 2024
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
ECOVYST INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Sales | $ | 182,820 | | | $ | 184,110 | | | $ | 343,357 | | | $ | 344,984 | |
Cost of goods sold | 129,157 | | | 123,140 | | | 250,471 | | | 247,520 | |
Gross profit | 53,663 | | | 60,970 | | | 92,886 | | | 97,464 | |
Selling, general and administrative expenses | 22,707 | | | 21,395 | | | 44,310 | | | 42,514 | |
Other operating expense, net | 3,108 | | | 6,262 | | | 6,774 | | | 12,980 | |
Operating income | 27,848 | | | 33,313 | | | 41,802 | | | 41,970 | |
Equity in net (income) from affiliated companies | (1,392) | | | (11,374) | | | (3,464) | | | (11,597) | |
Interest expense, net | 12,895 | | | 9,168 | | | 26,304 | | | 19,000 | |
Debt extinguishment costs | 4,560 | | | — | | | 4,560 | | | — | |
Other expense, net | 410 | | | 610 | | | 627 | | | 182 | |
Income before income taxes | 11,375 | | | 34,909 | | | 13,775 | | | 34,385 | |
Provision for income taxes | 3,080 | | | 8,787 | | | 4,259 | | | 9,734 | |
Net income | $ | 8,295 | | | $ | 26,122 | | | $ | 9,516 | | | $ | 24,651 | |
| | | | | | | |
Net income per share: | | | | | | | |
Basic income per share | $ | 0.07 | | | $ | 0.22 | | | $ | 0.08 | | | $ | 0.20 | |
Diluted income per share | $ | 0.07 | | | $ | 0.22 | | | $ | 0.08 | | | $ | 0.20 | |
| | | | | | | |
Weighted average shares outstanding: | | | | | | | |
Basic | 116,912,332 | | | 118,651,402 | | | 116,935,708 | | | 120,335,414 | |
Diluted | 117,635,289 | | | 119,920,742 | | | 117,545,240 | | | 121,831,942 | |
See accompanying notes to condensed consolidated financial statements.
ECOVYST INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net income | $ | 8,295 | | | $ | 26,122 | | | $ | 9,516 | | | $ | 24,651 | |
Other comprehensive income (loss), net of tax: | | | | | | | |
Pension and postretirement benefits | 530 | | | 465 | | | 524 | | | 441 | |
Net (loss) gain from hedging activities | (1,075) | | | 5,399 | | | 2,789 | | | (2,521) | |
Foreign currency translation | (679) | | | 828 | | | (2,363) | | | 3,013 | |
Total other comprehensive (loss) income | (1,224) | | | 6,692 | | | 950 | | | 933 | |
Comprehensive income | $ | 7,071 | | | $ | 32,814 | | | $ | 10,466 | | | $ | 25,584 | |
| | | | | | | |
See accompanying notes to condensed consolidated financial statements.
ECOVYST INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
ASSETS | | | |
Cash and cash equivalents | $ | 83,318 | | | $ | 88,365 | |
Accounts receivable, net | 85,218 | | | 81,314 | |
Inventories, net | 52,027 | | | 45,115 | |
Derivative assets | 12,270 | | | 13,419 | |
Prepaid and other current assets | 31,123 | | | 17,774 | |
Total current assets | 263,956 | | | 245,987 | |
Investments in affiliated companies | 409,187 | | | 440,198 | |
Property, plant and equipment, net | 573,559 | | | 576,904 | |
Goodwill | 404,275 | | | 404,470 | |
Other intangible assets, net | 109,422 | | | 116,550 | |
Right-of-use lease assets | 24,301 | | | 24,281 | |
Other long-term assets | 35,239 | | | 29,361 | |
Total assets | $ | 1,819,939 | | | $ | 1,837,751 | |
LIABILITIES | | | |
Current maturities of long-term debt | $ | 6,548 | | | $ | 9,000 | |
Accounts payable | 34,195 | | | 40,195 | |
Operating lease liabilities—current | 7,740 | | | 8,193 | |
Accrued liabilities | 48,544 | | | 61,693 | |
Total current liabilities | 97,027 | | | 119,081 | |
Long-term debt, excluding current portion | 855,857 | | | 858,946 | |
Deferred income taxes | 115,183 | | | 115,791 | |
Operating lease liabilities—noncurrent | 16,419 | | | 16,030 | |
Other long-term liabilities | 18,170 | | | 22,439 | |
Total liabilities | 1,102,656 | | | 1,132,287 | |
Commitments and contingencies (Note 15) | | | |
EQUITY | | | |
Common stock ($0.01 par); authorized shares 450,000,000; issued shares 140,872,846 and 140,744,045 on June 30, 2024 and December 31, 2023, respectively; outstanding shares 116,466,232 and 116,116,895 on June 30, 2024 and December 31, 2023, respectively | 1,409 | | | 1,407 | |
Preferred stock ($0.01 par); authorized shares 50,000,000; no shares issued or outstanding on June 30, 2024 and December 31, 2023 | — | | | — | |
Additional paid-in capital | 1,100,749 | | | 1,102,581 | |
Accumulated deficit | (161,340) | | | (170,856) | |
Treasury stock, at cost; shares 24,406,614 and 24,627,150 on June 30, 2024 and December 31, 2023, respectively | (223,527) | | | (226,710) | |
Accumulated other comprehensive loss | (8) | | | (958) | |
Total equity | 717,283 | | | 705,464 | |
Total liabilities and equity | $ | 1,819,939 | | | $ | 1,837,751 | |
| | | |
See accompanying notes to condensed consolidated financial statements.
ECOVYST INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common stock | | Additional paid-in capital | | (Accumulated deficit) | | Treasury stock, at cost | | Accumulated other comprehensive income (loss) | | Total |
Balance, December 31, 2023 | | $ | 1,407 | | | $ | 1,102,581 | | | $ | (170,856) | | | $ | (226,710) | | | $ | (958) | | | $ | 705,464 | |
Net income | | — | | | — | | | 1,221 | | | — | | | — | | | 1,221 | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 2,174 | | | 2,174 | |
| | | | | | | | | | | | |
Tax withholdings on equity award vesting | | — | | | — | | | — | | | (1,218) | | | — | | | (1,218) | |
Stock compensation expense | | — | | | 3,674 | | | — | | | — | | | — | | | 3,674 | |
Shares issued under equity incentive plan, net of forfeitures | | 2 | | | (9,290) | | | — | | | 9,329 | | | — | | | 41 | |
Balance, March 31, 2024 | | $ | 1,409 | | | $ | 1,096,965 | | | $ | (169,635) | | | $ | (218,599) | | | $ | 1,216 | | | $ | 711,356 | |
Net income | | — | | | — | | | 8,295 | | | — | | | — | | | 8,295 | |
Other comprehensive loss | | — | | | — | | | — | | | — | | | (1,224) | | | (1,224) | |
Repurchases of common shares | | — | | | — | | | — | | | (5,010) | | | — | | | (5,010) | |
| | | | | | | | | | | | |
Stock compensation expense | | — | | | 3,827 | | | — | | | — | | | — | | | 3,827 | |
Shares issued under equity incentive plan, net of forfeitures | | — | | | (43) | | | — | | | 82 | | | — | | | 39 | |
Balance, June 30, 2024 | | $ | 1,409 | | | $ | 1,100,749 | | | $ | (161,340) | | | $ | (223,527) | | | $ | (8) | | | $ | 717,283 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Common stock | | Additional paid-in capital | | (Accumulated deficit) | | Treasury stock, at cost | | Accumulated other comprehensive income | | Total |
Balance, December 31, 2022 | | $ | 1,396 | | | $ | 1,091,475 | | | $ | (242,010) | | | $ | (149,624) | | | $ | 5,992 | | | $ | 707,229 | |
Net loss | | — | | | — | | | (1,471) | | | — | | | — | | | (1,471) | |
Other comprehensive loss | | — | | | — | | | — | | | — | | | (5,759) | | | (5,759) | |
Repurchases of common shares | | — | | | — | | | — | | | (29,850) | | | — | | | (29,850) | |
Tax withholdings on equity award vesting | | — | | | — | | | — | | | (866) | | | — | | | (866) | |
Stock compensation expense | | — | | | 4,756 | | | — | | | — | | | — | | | 4,756 | |
Shares issued under equity incentive plan, net of forfeitures | | 10 | | | 102 | | | — | | | — | | | — | | | 112 | |
Balance, March 31, 2023 | | $ | 1,406 | | | $ | 1,096,333 | | | $ | (243,481) | | | $ | (180,340) | | | $ | 233 | | | $ | 674,151 | |
Net income | | — | | | — | | | 26,122 | | | — | | | — | | | 26,122 | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 6,692 | | | 6,692 | |
Repurchases of common shares | | — | | | — | | | — | | | (43,524) | | | — | | | (43,524) | |
Excise tax on repurchases of common shares | | — | | | — | | | — | | | (630) | | | — | | | (630) | |
Stock compensation expense | | — | | | 4,739 | | | — | | | — | | | — | | | 4,739 | |
Shares issued under equity incentive plan, net of forfeitures | | 1 | | | 213 | | | — | | | — | | | — | | | 214 | |
Balance, June 30, 2023 | | $ | 1,407 | | | $ | 1,101,285 | | | $ | (217,359) | | | $ | (224,494) | | | $ | 6,925 | | | $ | 667,764 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
See accompanying notes to condensed consolidated financial statements.
ECOVYST INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| | | | | | | | | | | | | | |
| | Six months ended June 30, |
| | 2024 | | 2023 |
Cash flows from operating activities: | | | | |
Net income | | $ | 9,516 | | | $ | 24,651 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation | | 36,523 | | | 34,147 | |
Amortization | | 7,034 | | | 7,019 | |
Amortization of deferred financing costs and original issue discount | | 1,052 | | | 1,024 | |
Debt extinguishment costs | | 90 | | | — | |
| | | | |
Foreign currency exchange loss (gain) | | 155 | | | (632) | |
Deferred income tax (benefit) provision | | (1,690) | | | 1,283 | |
Net loss on asset disposals | | 614 | | | 2,306 | |
Stock compensation | | 7,507 | | | 9,070 | |
Equity in net income from affiliated companies | | (3,464) | | | (11,597) | |
Dividends received from affiliated companies | | 33,000 | | | 10,000 | |
Other, net | | 2,216 | | | 6,255 | |
Working capital changes that used cash: | | | | |
Receivables | | (4,076) | | | (3,019) | |
Inventories | | (6,693) | | | (2,987) | |
Prepaids and other current assets | | (4,457) | | | (5,724) | |
Accounts payable | | (3,289) | | | (1,468) | |
Accrued liabilities | | (27,578) | | | (29,188) | |
Net cash provided by operating activities | | 46,460 | | | 41,140 | |
| | | | |
Cash flows from investing activities: | | | | |
Purchases of property, plant and equipment | | (36,649) | | | (39,227) | |
| | | | |
| | | | |
| | | | |
Other, net | | (200) | | | — | |
Net cash used in investing activities | | (36,849) | | | (39,227) | |
| | | | |
Cash flows from financing activities: | | | | |
Draw down of revolving credit facilities | | — | | | 14,500 | |
Repayments of revolving credit facilities | | — | | | (14,500) | |
Issuance of long-term debt, net of discount | | 870,817 | | | — | |
| | | | |
| | | | |
Repayments of long-term debt | | (877,500) | | | (4,500) | |
| | | | |
| | | | |
Repurchases of common shares | | (5,010) | | | (73,373) | |
Tax withholdings on equity award vesting | | (1,218) | | | (866) | |
Repayment of financing obligation | | (1,478) | | | (1,433) | |
Other, net | | 41 | | | 294 | |
Net cash used in financing activities | | (14,348) | | | (79,878) | |
| | | | |
Effect of exchange rate changes on cash and cash equivalents | | (310) | | | (3,723) | |
Net change in cash and cash equivalents | | (5,047) | | | (81,688) | |
Cash and cash equivalents at beginning of period | | 88,365 | | | 110,920 | |
Cash and cash equivalents at end of period | | $ | 83,318 | | | $ | 29,232 | |
For supplemental cash flow disclosures, see Note 20.
See accompanying notes to condensed consolidated financial statements.
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
1. Background and Basis of Presentation:
Description of Business
Ecovyst Inc. and subsidiaries (the “Company” or “Ecovyst”) is a leading integrated and innovative global provider of advanced materials, specialty catalysts and services. The Company supports customers globally through its strategically located network of manufacturing facilities. The Company believes that its products and services contribute to improving the sustainability of the environment.
The Company has two uniquely positioned specialty businesses: Ecoservices provides sulfuric acid recycling to the North American refining industry for the production of alkylate and provides high quality and high strength virgin sulfuric acid for industrial and mining applications. Ecoservices also provides chemical waste handling and treatment services, as well as ex-situ catalyst activation services for the refining and petrochemical industry. Advanced Materials & Catalysts, through its Advanced Silicas business, provides finished silica catalysts, catalyst supports and functionalized silicas necessary to produce high performing plastics and to enable sustainable chemistry, and through the Zeolyst Joint Venture, innovates and supplies specialty zeolites used for catalysts that support the production of sustainable fuels, remove nitrogen oxides from diesel engine emissions and that are broadly applied in refining and petrochemical processes.
The Company’s regeneration services product group, which is a part of the Company’s Ecoservices segment, typically experiences seasonal fluctuations as a result of higher demand for gasoline products in the summer months and lower demand in the winter months. These demand fluctuations result in higher sales and working capital requirements in the second and third quarters.
Basis of Presentation
The condensed consolidated financial statements included herein are unaudited. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations for interim reporting. In the opinion of management, all adjustments of a normal and recurring nature necessary to state fairly the financial position and results of operations have been included. The results of operations are not necessarily indicative of the expected results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
2. New Accounting Standards:
Accounting Standards Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve the disclosures related to public business entities reportable segments. This new guidance requires entities to provide information regarding significant segment expenses, especially those segment expenses that are regularly reported to the Company’s chief operating decision maker (the Company’s Chief Executive Officer), or CODM. The guidance also require public entities to disclose the nature, type and amounts of other segment items by reportable segment. Public business entities will also have to report all annual disclosures about segments profits or losses that are required by ASC 280 on an interim basis, including the significant segment expenses and other segment items. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The disclosure will be implemented as required for the fiscal year ended December 31, 2024. The Company is currently evaluating the impact of this guidance.
In December 2023, FASB issued guidance to improve disclosures related to incomes taxes. This new guidance requires public business entities to disaggregate information on the effective tax rate reconciliation and income taxes paid to provide greater transparency. Public business entities will be required to provide additional information in specified categories related to effective tax rate reconciliation in tabular form and provide income taxes paid by jurisdictions, with further disaggregation needed if amounts exceed 5% of the total. The new guidance is effective for fiscal years beginning after December 15, 2024. The disclosure will be implemented as required for the fiscal year ended December 31, 2025. The Company is currently evaluating the impact of this guidance.
In October 2023, FASB issued guidance to amend either presentation or disclosure requirements related to fourteen subtopics in the FASB Accounting Standards Codification, that are currently in the SEC Regulation S-X or Regulation S-K. The new guidance was issued in response to the SEC’s ruling on disclosure simplification. For entities subject to existing SEC disclosure requirements, the effective date of each amendment of the topics will be the date that the SEC removes the related disclosure from Regulation S-X or
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
Regulation S-K. The guidance must be applied prospectively, with no early adoption permitted for entities subject to those existing SEC disclosures. The Company is currently evaluating the impact of the new guidance as it pertains to the fourteen subtopics that would impact the business and will apply prospectively once in effect.
In August 2023, the FASB issued guidance for entities that meet the definition of a joint venture or a corporate joint venture, to adopt a new basis of accounting upon the formation of the joint venture. The new guidance requires the initial measurement of contributed net assets and liabilities at fair value on the formation date, recognition of goodwill for the difference between the fair value of the joint venture’s equity and net assets, and disclosures about the nature and financial impact of the transaction. The new guidance requires prospective application and is effective for all joint ventures that are formed on or after January 1, 2025, with early adoption permitted. Joint ventures that formed before January 1, 2025 may elect to retrospectively apply the new guidance. The Company will apply the guidance to any new joint ventures formed after the effective date.
3. Revenue from Contracts with Customers:
Disaggregated Revenue
The Company’s primary means of disaggregating revenues is by reportable segments, which can be found in Note 17 to these condensed consolidated financial statements.
The Company’s portfolio of products is integrated into a variety of end uses, which are described in the table below.
| | | | | |
Key End Uses | Key Products |
Clean fuels, emission control & other | • Refining hydrocracking catalysts |
| • Emission control catalysts |
| • Catalyst supports used in production of sustainable fuels such as renewable diesel |
| • Catalysts used in production of sustainable aviation fuels |
| • Catalyst activation |
| • Aluminum sulfate solution |
| • Ammonium bisulfite solution |
Polyethylene, polymers & engineered plastics | • Catalysts for high-density polyethylene and chemicals syntheses |
| • Antiblock for film packaging |
| • Catalyst for advanced recycling |
Regeneration and treatment services | • Sulfuric acid regeneration services |
| • Treatment services |
Industrial, mining & automotive | • Virgin sulfuric acid for mining |
| • Virgin sulfuric derivatives for industrial production |
| • Virgin sulfuric derivatives for nylon production |
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
The following tables disaggregate the Company’s sales, by segment and end uses, for the three and six months ended June 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, 2024 |
| | Ecoservices | | Advanced Materials & Catalysts(2) | | Total |
Clean fuels, emission control & other | | $ | 8,614 | | | $ | — | | | $ | 8,614 | |
Polyethylene, polymers & engineered plastics | | — | | | 28,862 | | | 28,862 | |
Regeneration and treatment services(1) | | 95,365 | | | — | | | 95,365 | |
Industrial, mining & automotive | | 49,979 | | | — | | | 49,979 | |
Total segment sales | | $ | 153,958 | | | $ | 28,862 | | | $ | 182,820 | |
| | | | | | |
| | Three months ended June 30, 2023 |
| | Ecoservices | | Advanced Materials & Catalysts(2) | | Total |
Clean fuels, emission control & other | | $ | 8,426 | | | $ | — | | | $ | 8,426 | |
Polyethylene, polymers & engineered plastics | | — | | | 26,045 | | | 26,045 | |
Regeneration and treatment services(1) | | 98,494 | | | — | | | 98,494 | |
Industrial, mining & automotive | | 51,145 | | | — | | | 51,145 | |
Total segment sales | | $ | 158,065 | | | $ | 26,045 | | | $ | 184,110 | |
| | | | | | | | | | | | | | | | | | | | |
| | Six months ended June 30, 2024 |
| | Ecoservices | | Advanced Materials & Catalyst(2) | | Total |
Clean fuels, emission control & other | | $ | 16,003 | | | $ | — | | | $ | 16,003 | |
Polyethylene, polymers & engineered plastics | | — | | | 47,797 | | | 47,797 | |
Regeneration and treatment services(1) | | 178,684 | | | — | | | 178,684 | |
Industrial, mining & automotive | | 100,873 | | | — | | | 100,873 | |
Total segment sales | | $ | 295,560 | | | $ | 47,797 | | | $ | 343,357 | |
| | | | | | |
| | Six months ended June 30, 2023 |
| | Ecoservices | | Advanced Materials & Catalyst(2) | | Total |
Clean fuels, emission control & other | | $ | 13,166 | | | $ | — | | | $ | 13,166 | |
Polyethylene, polymers & engineered plastics | | — | | | 49,179 | | | 49,179 | |
Regeneration and treatment services(1) | | 186,838 | | | — | | | 186,838 | |
Industrial, mining & automotive | | 95,801 | | | — | | | 95,801 | |
Total segment sales | | $ | 295,805 | | | $ | 49,179 | | | $ | 344,984 | |
(1)As described in Note 1 to these condensed consolidated financial statements, the Company experiences seasonal sales fluctuations to customers in the regeneration services product group.
(2)Excludes the Company’s proportionate share of sales from the Zeolyst International and Zeolyst C.V. joint ventures (collectively, the “Zeolyst Joint Venture”) accounted for using the equity method (see Note 9 to these condensed consolidated financial statements for further information).
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
4. Fair Value Measurements:
Fair values are based on quoted market prices when available. When market prices are not available, fair values are generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair values using methods, models and assumptions that management believes a hypothetical market participant would use to determine a current transaction price. These valuation techniques involve some level of management estimation and judgment that becomes significant with increasingly complex instruments or pricing models. Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used.
The Company’s financial assets and liabilities carried at fair value have been classified based upon a fair value hierarchy. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). The classification of an asset or a liability is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:
•Level 1—Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date. Active markets provide pricing data for trades occurring at least weekly and include exchanges and dealer markets.
•Level 2—Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument. Such inputs include market interest rates and volatilities, spreads and yield curves.
•Level 3—Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement. Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.
The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Derivative assets: | | | | | | | | |
Interest rate caps (Note 12) | | $ | 19,965 | | | $ | — | | | $ | 19,965 | | | $ | — | |
Derivative liabilities: | | | | | | | | |
Interest rate caps (Note 12) | | $ | 403 | | | $ | — | | | $ | 403 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Derivative assets: | | | | | | | | |
Interest rate caps (Note 12) | | $ | 19,021 | | | $ | — | | | $ | 19,021 | | | $ | — | |
Derivative liabilities: | | | | | | | | |
Interest rate caps (Note 12) | | $ | 2,496 | | | $ | — | | | $ | 2,496 | | | $ | — | |
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
Derivative contracts
Derivative assets and liabilities can be exchange-traded or traded over-the-counter (“OTC”). The Company generally values exchange-traded derivatives using models that calibrate to market transactions and eliminate timing differences between the closing price of the exchange-traded derivatives and their underlying instruments. OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market transactions, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. When models are used, the selection of a particular model to value an OTC derivative depends on the contractual terms of, and specific risks inherent in, the instrument as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices and rates, forward curves, measures of volatility, and correlations of such inputs. For OTC derivatives that trade in liquid markets, such as forward contracts, swaps and options, model inputs can generally be corroborated by observable market data by correlation or other means, and model selection does not involve significant management judgment.
As of June 30, 2024, the Company had interest rate caps that were fair valued using Level 2 inputs. In addition, the Company applies a credit valuation adjustment to reflect credit risk which is calculated based on credit default swaps. To the extent that the Company’s net exposure under a specific master agreement is an asset, the Company utilizes the counterparty’s default swap rate. If the net exposure under a specific master agreement is a liability, the Company utilizes a default swap rate comparable to Ecovyst. The credit valuation adjustment is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the Company’s liabilities or that a market participant would be willing to pay for the Company’s assets.
5. Stockholders' Equity:
Accumulated Other Comprehensive Income (Loss)
The following tables present the tax effects of each component of other comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, |
| | 2024 | | 2023 |
| | Pre-tax amount | | Tax benefit/ (expense) | | After-tax amount | | Pre-tax amount | | Tax benefit/ (expense) | | After-tax amount |
Defined benefit and other postretirement plans: | | | | | | | | | | | | |
Net gain | | $ | 714 | | | $ | (178) | | | $ | 536 | | | $ | 651 | | | $ | (162) | | | $ | 489 | |
Net prior service cost | | (7) | | | 1 | | | (6) | | | (31) | | | 7 | | | (24) | |
Benefit plans, net | | 707 | | | (177) | | | 530 | | | 620 | | | (155) | | | 465 | |
Net (loss) gain from hedging activities | | (1,433) | | | 358 | | | (1,075) | | | 7,059 | | | (1,660) | | | 5,399 | |
Foreign currency translation | | (679) | | | — | | | (679) | | | 828 | | | — | | | 828 | |
Other comprehensive income (loss) | | $ | (1,405) | | | $ | 181 | | | $ | (1,224) | | | $ | 8,507 | | | $ | (1,815) | | | $ | 6,692 | |
| | | | | | | | | | | | |
| | Six months ended June 30, |
| | 2024 | | 2023 |
| | Pre-tax amount | | Tax benefit/ (expense) | | After-tax amount | | Pre-tax amount | | Tax benefit/ (expense) | | After-tax amount |
Defined benefit and other postretirement plans: | | | | | | | | | | | | |
Net gain | | $ | 713 | | | $ | (178) | | | $ | 535 | | | $ | 650 | | | $ | (162) | | | $ | 488 | |
Net prior service cost | | (15) | | | 4 | | | (11) | | | (62) | | | 15 | | | (47) | |
Benefit plans, net | | 698 | | | (174) | | | 524 | | | 588 | | | (147) | | | 441 | |
Net gain (loss) from hedging activities | | 3,719 | | | (930) | | | 2,789 | | | (3,244) | | | 723 | | | (2,521) | |
Foreign currency translation | | (2,363) | | | — | | | (2,363) | | | 3,013 | | | — | | | 3,013 | |
Other comprehensive income | | $ | 2,054 | | | $ | (1,104) | | | $ | 950 | | | $ | 357 | | | $ | 576 | | | $ | 933 | |
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
The following tables present the changes in accumulated other comprehensive income (loss), net of tax, by component for the six months ended June 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Defined benefit and other postretirement plans | | Net gain (loss) from hedging activities | | Foreign currency translation | | Total |
December 31, 2023 | | $ | 612 | | | $ | 12,546 | | | $ | (14,116) | | | $ | (958) | |
Other comprehensive income (loss) before reclassifications | | 540 | | | 9,778 | | | (2,363) | | | 7,955 | |
Amounts reclassified from accumulated other comprehensive loss(1) | | (16) | | | (6,989) | | | — | | | (7,005) | |
Net current period other comprehensive income (loss) | | 524 | | | 2,789 | | | (2,363) | | | 950 | |
June 30, 2024 | | $ | 1,136 | | | $ | 15,335 | | | $ | (16,479) | | | $ | (8) | |
| | | | | | | | |
December 31, 2022 | | $ | (508) | | | $ | 24,672 | | | $ | (18,172) | | | $ | 5,992 | |
Other comprehensive income before reclassifications | | 412 | | | 6,392 | | | 3,013 | | | 9,817 | |
Amounts reclassified from accumulated other comprehensive income (loss)(1) | | 29 | | | (8,913) | | | — | | | (8,884) | |
Net current period other comprehensive income (loss) | | 441 | | | (2,521) | | | 3,013 | | | 933 | |
June 30, 2023 | | $ | (67) | | | $ | 22,151 | | | $ | (15,159) | | | $ | 6,925 | |
| | | | | | | | |
(1)See the following table for details about these reclassifications. Amounts in parentheses indicate debits.
The following table presents the reclassifications out of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Details about Accumulated Other Comprehensive Income Components | | Amounts reclassified from Accumulated Other Comprehensive Loss (Income)(1) | | Affected line item where Income is presented |
| | Three months ended June 30, | | Six months ended June 30, | | |
| | 2024 | | 2023 | | 2024 | | 2023 | | |
Amortization of defined benefit and other postretirement items: | | | | | | | | | | |
Net loss | | $ | 6 | | | $ | 29 | | | $ | 7 | | | $ | 28 | | | Other (expense) income(2) |
Net prior service cost (credit) | | 7 | | | (31) | | | 15 | | | (62) | | | Other (expense) income(2) |
| | 13 | | | (2) | | | 22 | | | (34) | | | Total before tax |
| | (3) | | | — | | | (6) | | | 5 | | | Tax (expense) benefit |
| | $ | 10 | | | $ | (2) | | | $ | 16 | | | $ | (29) | | | Net of tax |
| | | | | | | | | | |
Gains and losses on cash flow hedges: | | | | | | | | | | |
Interest rate caps | | $ | 4,662 | | | $ | 11,187 | | | $ | 9,318 | | | $ | 11,885 | | | Interest income (expense) |
| | (1,166) | | | (2,800) | | | (2,329) | | | (2,972) | | | Tax expense |
| | $ | 3,496 | | | $ | 8,387 | | | $ | 6,989 | | | $ | 8,913 | | | Net of tax |
| | | | | | | | | | |
Total reclassifications for the period | | $ | 3,506 | | | $ | 8,385 | | | $ | 7,005 | | | $ | 8,884 | | | Net of tax |
(1)Amounts in parentheses indicate debits to profit/loss.
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
(2)These accumulated other comprehensive income (loss) components are components of net periodic pension and other postretirement cost (see Note 14 to these condensed consolidated financial statements for additional details).
Treasury Stock Repurchases
2022 Stock Repurchase Program
On April 27, 2022, the Board approved a stock repurchase program that authorized the Company to purchase up to $450,000 of the Company’s common stock over the four-year period from the date of approval. Under the plan, the Company is permitted to repurchase shares from time to time for cash in open market transactions or in privately negotiated transactions with an equity sponsor in accordance with applicable federal securities laws, with the Company determining the timing and the amount of any repurchases based on its evaluation of market conditions, share price and other factors.
During the six months ended June 30, 2024, the Company repurchased 552,081 shares on the open market at an average price of $9.05 per share, for a total of $4,998, excluding brokerage commissions and accrued excise tax. As of June 30, 2024, $229,594 was available for share repurchases under the program. During the six months ended June 30, 2024, the Company did not accrue excise tax related to these repurchases, net of shares issued under the Company’s equity incentive program (see Note 18 to these condensed consolidated financial statements).
During the six months ended June 30, 2023, in connection with secondary offerings of the Company’s common stock by an equity sponsor in March and May 2023, the Company repurchased 7,000,000 shares of its common stock sold in the offerings from the underwriters at a weighted average price of $10.48 per share concurrently with the closing of the offerings, for a total of $73,373, excluding accrued excise tax. During the six months ended June 30, 2023, the Company accrued excise tax of $630 related to these repurchases, net of shares issued under the Company’s equity incentive program. This amount was included in accrued liabilities in the condensed consolidated balance sheet and is treated by the Company as a cost of the treasury stock transactions in equity.
Tax Withholdings on Equity Award Vesting
In connection with the vesting of restricted stock awards (“RSA” or “RSAs”), restricted stock units (“RSU” or “RSUs”) and performance stock units (“PSU” or “PSUs”), shares of common stock may be delivered to the Company by employees to satisfy withholding tax obligations at the instruction of the employee award holders. These transactions, when they occur, are accounted for as stock repurchases by the Company, with the shares returned to treasury stock at a cost representing the payment by the Company of the tax obligations on behalf of the employees in lieu of shares for the vesting unit. There were 128,801 and 95,269 shares delivered to the Company to cover tax payments for the six months ended June 30, 2024 and 2023, respectively and the fair value of those shares withheld were $1,218 and $866 for the six months ended June 30, 2024 and 2023, respectively.
6. Goodwill:
The change in the carrying amount of goodwill for the six months ended June 30, 2024 is summarized as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Ecoservices | | Advanced Materials & Catalysts | | Total |
Balance as of December 31, 2023 | | $ | 326,589 | | | $ | 77,881 | | | $ | 404,470 | |
| | | | | | |
| | | | | | |
Foreign exchange impact | | — | | | (195) | | | (195) | |
Balance as of June 30, 2024 | | $ | 326,589 | | | $ | 77,686 | | | $ | 404,275 | |
| | | | | | |
The Company completes its annual goodwill and indefinite-lived intangible assets impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment. The Company determines the fair value of its reporting units using both a market approach and an income, or discounted cash flow, approach. As of October 1, 2023, the date of the Company’s most recent quantitative assessments, the fair values of each of the Company’s reporting units and the fair values of the Company’s indefinite-lived trade names and trademarks exceeded their respective carrying values.
During the six months ended June 30, 2024, the Company did not identify any events or circumstances that would more likely than not reduce the fair value of the Company's reporting units below their respective carrying values.
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
Although the estimated fair value of the Advanced Materials & Catalysts reporting unit exceeded its carrying value on October 1, 2023 by over 30%, the Company has experienced unfavorable effects on current operations resulting from certain macroeconomic and industry factors in specific end uses during the six months ended June 30, 2024. Prolonged unfavorable effects could adversely impact the estimated fair value of the Advanced Materials & Catalysts reporting unit in future periods and may result in impairment charges.
7. Other Operating Expense, Net:
A summary of other operating expense, net is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Amortization expense | | $ | 2,644 | | | $ | 2,643 | | | $ | 5,289 | | | $ | 5,280 | |
Transaction and other related costs | | 140 | | | 1,190 | | | 198 | | | 2,624 | |
Restructuring, integration and business optimization costs | | 159 | | | 1,106 | | | 385 | | | 2,129 | |
Net (gain) loss on asset disposals | | (34) | | | 1,128 | | | 614 | | | 2,306 | |
Other, net | | 199 | | | 195 | | | 288 | | | 641 | |
| | $ | 3,108 | | | $ | 6,262 | | | $ | 6,774 | | | $ | 12,980 | |
| | | | | | | | |
8. Inventories, Net:
Inventories, net are classified and valued as follows:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
Finished products and work in process | | $ | 48,536 | | | $ | 41,658 | |
Raw materials | | 3,491 | | | 3,457 | |
| | $ | 52,027 | | | $ | 45,115 | |
Valued at lower of cost or market: | | | | |
LIFO basis | | $ | 30,003 | | | $ | 24,815 | |
Valued at lower of cost and net realizable value: | | | | |
FIFO or average cost basis | | 22,024 | | | 20,300 | |
| | $ | 52,027 | | | $ | 45,115 | |
| | | | |
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
9. Investments in Affiliated Companies:
The Company accounts for investments in affiliated companies under the equity method. Affiliated companies accounted for on the equity basis as of June 30, 2024 are as follows:
| | | | | | | | | | | | | | |
Company | | Country | | Percent ownership |
Zeolyst International | | USA | | 50% |
Zeolyst C.V. | | Netherlands | | 50% |
Following is summarized information of the combined investments(1):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Sales | | $ | 70,644 | | | $ | 99,188 | | | $ | 127,505 | | | $ | 155,085 | |
Gross profit | | 16,751 | | | 34,461 | | | 33,929 | | | 44,571 | |
Operating income | | 5,739 | | | 25,103 | | | 12,583 | | | 27,502 | |
Net income | | 4,665 | | | 25,926 | | | 12,010 | | | 29,573 | |
(1)Summarized information of the combined investments is presented at 100%; the Company’s share of the net assets and net income of affiliates is calculated based on the percent ownership specified in the table above.
The Company’s investments in affiliated companies balance as of June 30, 2024 and December 31, 2023 includes net purchase accounting fair value adjustments of $222,073 and $224,614, respectively, related to a prior business combination, consisting primarily of goodwill and intangible assets such as customer relationships, technical know-how and trade names. Consolidated equity in net income from affiliates is net of $940 and $2,541 of amortization expense related to purchase accounting fair value adjustments for the three and six months ended June 30, 2024, respectively. Consolidated equity in net income from affiliates is net of $1,601 and $3,201 of amortization expense related to purchase accounting fair value adjustments for the three and six months ended June 30, 2023, respectively.
The Company had receivables due from affiliates of $5,018 and $3,231 as of June 30, 2024 and December 31, 2023, respectively, which were included in prepaid and other current assets in the condensed consolidated balance sheets. The Company had payables from affiliates of $2,859 and $1,351 as of June 30, 2024 and December 31, 2023, which were included in accrued liabilities in the condensed consolidated balance sheets. Receivables and payables due from affiliates are generally non-trade.
Sales to affiliates were $2,110 for the three and six months ended June 30, 2024, respectively and $757 and $2,457 for the three and six months ended June 30, 2023, respectively. There were no purchases from affiliates for the three and six months ended June 30, 2024 and 2023, respectively.
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
10. Property, Plant and Equipment:
A summary of property, plant and equipment, at cost, and related accumulated depreciation is as follows:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
Land | | $ | 96,807 | | | $ | 96,833 | |
Buildings and improvements | | 92,085 | | | 84,860 | |
Machinery and equipment | | 851,706 | | | 820,509 | |
Construction in progress | | 35,620 | | | 42,000 | |
| | 1,076,218 | | | 1,044,202 | |
Less: accumulated depreciation | | (502,659) | | | (467,298) | |
| | $ | 573,559 | | | $ | 576,904 | |
| | | | |
Depreciation expense was $18,108 and $36,523 for the three and six months ended June 30, 2024, respectively. Depreciation expense was $17,455 and $34,147 for the three and six months ended June 30, 2023, respectively.
11. Long-term Debt:
The summary of long-term debt is as follows:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
2024 Term Loan Facility | | $ | 873,000 | | | $ | 877,500 | |
ABL Facility | | — | | | — | |
Total debt | | 873,000 | | | 877,500 | |
Original issue discount | | (7,621) | | | (6,162) | |
Deferred financing costs | | (2,974) | | | (3,392) | |
Total debt, net of original issue discount and deferred financing costs | | 862,405 | | | 867,946 | |
Less: current portion | | (6,548) | | | (9,000) | |
Total long-term debt, excluding current portion | | $ | 855,857 | | | $ | 858,946 | |
| | | | |
Term Loan Facility
In June 2024, the Company amended its Term Loan Credit Agreement dated as of June 9, 2021 to, among other things, (a) reduce the interest rate applicable to all outstanding Secured Overnight Financing Rate (“SOFR”) term loans to term SOFR plus 2.25% per annum from a maximum of adjusted term SOFR plus 2.75% per annum, (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.25% per annum from a maximum of the alternate base rate plus 1.75% per annum and (c) extend the maturity date of all outstanding term loans to June 12, 2031 (the amended term loans, the “2024 Term Loan Facility”). As a result of the amendment, there is no longer a credit spread adjustment of 10 basis points.
The Company evaluated the terms of the amendment in accordance with ASC 470-50 Debt - Modification and Extinguishment and determined that the amendment was primarily a modification of debt. As a result, the Company recorded $4,471 of third-party financing costs as debt extinguishment costs in the condensed consolidated income statement for the three and six months ended June 30, 2024 and capitalized $2,183 of original issued discount within long-term debt, excluding current portion on the condensed consolidated balance sheets as of June 30, 2024. In addition, previous unamortized deferred financing costs of $30 and original issue discount of $59 associated with the previously outstanding debt were written off as debt extinguishment costs for the three and six months ended June 30, 2024.
The interest rate on the 2024 Term Loan Facility was 7.59% as of June 30, 2024.
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
ABL Facility
The borrowings under the senior secured asset-based lending revolving credit facility (“ABL Facility”) bears interest at a rate equal to an adjusted term SOFR, which includes a credit spread adjustment of 10 basis points or the base rate plus a margin of between 1.25% to 1.75% or 0.25% to 0.75%, respectively. The interest rate on the ABL Facility was 8.75% as of June 30, 2024.
Fair Value of Debt
The fair value of a financial instrument is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. As of June 30, 2024 and December 31, 2023, the fair value of the Company’s term loan facility was $873,000 and $876,403, respectively. The fair value is classified as Level 2 based upon the fair value hierarchy (see Note 4 to these condensed consolidated financial statements for further information on fair value measurements).
12. Financial Instruments:
The Company uses interest rate related derivative instruments to manage its exposure to changes in interest rates on its variable-rate debt instruments. The Company does not speculate using derivative instruments.
By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is an asset, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is a liability, the Company owes the counterparty and therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high quality counterparties. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features.
Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates. The market risk associated with the Company’s derivative instruments is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
Use of Derivative Financial Instruments to Manage Interest Rate Risk. The Company is exposed to fluctuations in interest rates on its senior secured credit facilities. Changes in interest rates will not affect the market value of such debt but will affect the Company’s interest payments over the term of the loans. Likewise, an increase in interest rates could have a material impact on the Company’s condensed consolidated statements of cash flows. The Company hedges the interest rate fluctuations on debt obligations through interest rate cap agreements. The Company records these agreements at fair value as assets or liabilities in its condensed consolidated balance sheets. As the derivatives are designated and qualify as cash flow hedges, the gains or losses on the interest rate cap agreements are recorded in stockholders’ equity as a component of other comprehensive income, net of tax. Reclassifications of the gains and losses on the interest rate cap agreements into earnings are recorded as part of interest expense in the condensed consolidated statements of income as the Company makes its interest payments on the hedged portion of its senior secured credit facilities. Fair value is determined based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices.
The following table provides a summary of the Company’s interest rate cap agreements:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial instrument | | Number of instruments | | In effect as of June 30, 2024 | | Current notional amount of instruments in effect | | Annuitized premium of instruments in effect |
Interest rate cap | | 4 | | 3 | | $ | 650,000 | | | $ | 24,817 | |
| | | | | | | | |
The current notional amounts of the three interest rate cap agreements in effect at June 30, 2024 are $250,000, $250,000 and $150,000. The Company entered into a $250,000 interest rate cap to mitigate interest rate volatility from August 2022 to October 2024, a $250,000 interest rate cap agreement to mitigate interest rate volatility from September 2023 to October 2025 and a $150,000 interest rate cap agreement to mitigate interest rate volatility from August 2023 to July 2024. The $150,000 interest rate cap agreement will increase to $175,000 to mitigate interest rate volatility from August 2024 to July 2026. The cap rate in effect at June 30, 2024 for all agreements in effect was 1.00%.
The Company also entered into a forward starting interest rate cap agreement to mitigate interest volatility from November 2024 to October 2026.
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
In February 2023, the Company amended all existing interest rate cap agreements to replace LIBOR with SOFR as the benchmark interest rate, with all other terms of the agreements remaining the same. This amendment changed the previously annuitized premiums on the existing interest rate cap agreements.
The fair values of derivative instruments held as of June 30, 2024 and December 31, 2023, respectively are shown below:
| | | | | | | | | | | | | | | | | |
| Balance sheet location | | June 30, 2024 | | December 31, 2023 |
Derivative assets | | | | | |
Derivatives designated as cash flow hedges: | | | | | |
Interest rate caps | Prepaid and other current assets | | $ | 12,270 | | | $ | 13,419 | |
Interest rate caps | Other long-term assets | | 7,695 | | | 5,602 | |
Total derivative assets | | | $ | 19,965 | | | $ | 19,021 | |
| | | | | |
Derivative liabilities | | | | | |
Derivatives designated as cash flow hedges: | | | | | |
| | | | | |
Interest rate caps | Other long-term liabilities | | $ | 403 | | | $ | 2,496 | |
Total derivative liabilities | | | $ | 403 | | | $ | 2,496 | |
| | | | | |
The following table shows the effect of the Company’s derivative instruments designated as cash flow hedges on AOCI for the three and six months ended June 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three months ended June 30, |
| | | | 2024 | | 2023 |
| | Location of gain (loss) reclassified from AOCI into income | | Amount of gain (loss) recognized in OCI on derivatives | | Amount of gain (loss) reclassified from AOCI into income | | Amount of gain (loss) recognized in OCI on derivatives | | Amount of gain (loss) reclassified from AOCI into income |
Interest rate caps | | Interest (expense) income | | $ | 3,229 | | | $ | (4,662) | | | $ | 18,246 | | | $ | 11,187 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | Six months ended June 30, |
| | | | 2024 | | 2023 |
| | Location of gain (loss) reclassified from AOCI into income | | Amount of gain (loss) recognized in OCI on derivatives | | Amount of gain (loss) reclassified from AOCI into income | | Amount of gain (loss) recognized in OCI on derivatives | | Amount of gain (loss) reclassified from AOCI into income |
Interest rate caps | | Interest (expense) income | | $ | 13,037 | | | $ | (9,318) | | | $ | 8,641 | | | $ | 11,885 | |
| | | | | | | | | | |
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
The following table shows the effect of the Company’s cash flow hedge accounting on the condensed consolidated statements of income for the three and six months ended June 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location and amount of gain (loss) recognized in income on cash flow hedging relationships |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Total amounts of income and expense line items presented in the statement of income in which the effects of cash flow hedges are recorded in interest (expense) income | | $ | (12,895) | | | $ | (9,168) | | | $ | (26,304) | | | $ | (19,000) | |
The effects of cash flow hedging: | | | | | | | | |
Gain (loss) on cash flow hedging relationships: | | | | | | | | |
Interest contracts: | | | | | | | | |
Amount reclassified from AOCI into income | | 4,662 | | | 11,187 | | | 9,318 | | | 11,885 | |
The amount of unrealized losses in AOCI related to the Company’s cash flow hedges that is expected to be reclassified to the condensed consolidated statement of income over the next twelve months is $8,700 as of June 30, 2024.
13. Income Taxes:
The effective income tax rate for the three months ended June 30, 2024 was 27.1%, compared to 25.2% for the three months ended June 30, 2023. The effective income tax rate for the six months ended June 30, 2024 was 30.9%, compared to 28.3% for the six months ended June 30, 2023. The Company’s effective income tax rates for the three and six months ended June 30, 2024 and 2023, respectively, fluctuated primarily due to the increased discrete tax impact relative to pre-tax book income related to a stock compensation shortfall and tax expense associated with the recording of accrued penalties and interest on historical uncertain tax positions.
The difference between the U.S. federal statutory income tax rate and the Company’s effective income tax rate for the six months ended June 30, 2024 was mainly due to state and local taxes, a discrete shortfall tax expense related to stock compensation and a discrete tax expense associated with the recording of accrued penalties and interest on historical uncertain tax positions.
The difference between the U.S. federal statutory income tax rate and the Company’s effective income tax rate for the six months ended June 30, 2023 was mainly due to state and local taxes, a discrete shortfall tax expense related to stock compensation, a discrete tax expense associated with the recording of accrued penalties and interest associated with historical uncertain tax positions, and a discrete tax benefit connected to state and local tax law changes.
14. Benefit Plans:
The following tables present the components of net periodic (benefit) expense for the Company-sponsored defined benefit pension and postretirement plans, which cover certain employees and retirees located in the U.S.
Defined Benefit Pension Plans
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | |
Interest cost | | $ | 808 | | | $ | 871 | | | $ | 1,616 | | | $ | 1,742 | |
Expected return on plan assets | | (827) | | | (837) | | | (1,654) | | | (1,674) | |
| | | | | | | | |
| | | | | | | | |
Settlement (gain) loss | | (6) | | | 29 | | | (6) | | | 29 | |
Net periodic (benefit) expense | | $ | (25) | | | $ | 63 | | | $ | (44) | | | $ | 97 | |
| | | | | | | | |
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
Other Postretirement Benefit Plan
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | |
Interest cost | | $ | 6 | | | $ | 6 | | | $ | 12 | | | $ | 12 | |
Amortization of prior service credit | | (7) | | | (31) | | | (15) | | | (62) | |
Amortization of net gain | | — | | | — | | | (1) | | | (1) | |
Net periodic benefit | | $ | (1) | | | $ | (25) | | | $ | (4) | | | $ | (51) | |
| | | | | | | | |
All components of net periodic (benefit) expense other than service cost are presented within other expense (income), net in the Company’s condensed consolidated statements of income.
15. Commitments and Contingent Liabilities:
There is a risk of environmental impact in the Company’s manufacturing operations. The Company’s environmental policies and practices are designed to comply with existing laws and regulations and to minimize the possibility of significant environmental impact. The Company is also subject to various other lawsuits and claims with respect to matters such as governmental regulations, labor and other actions arising out of the normal course of business. All claims that are probable and reasonably estimable have been accrued for in the Company’s condensed consolidated financial statements. When these matters are ultimately concluded and determined, the Company believes that there will be no material adverse effect on its consolidated financial position, results of operations or liquidity.
16. Related Party Transactions:
The Company maintains certain policies and procedures for the review, approval and ratification of related party transactions to ensure that all transactions with selected parties are fair, reasonable and in the Company’s best interests. All significant relationships and transactions are separately identified by management if they meet the definition of a related party or a related party transaction. Related party transactions include transactions that occurred during the year, or are currently proposed, in which the Company was or will be a participant, and for which any related person had or will have a direct or indirect material interest. All related party transactions are reviewed, approved and documented by the appropriate level of the Company’s management in accordance with these policies and procedures.
Joint Venture Agreement
The Company entered into a joint venture agreement (the “ZI Partnership Agreement”) in 1988 with Shell Catalysts & Technologies, an affiliate of Royal Dutch Shell plc, to form Zeolyst International, a 50/50 joint venture partnership (the “Partnership”). Under the terms of the ZI Partnership Agreement, the Partnership leases certain land used in its Kansas City production facilities from Ecovyst. This lease, which has been recorded as an operating lease, provided for rental payments to the Company of $78 and $155 for the three and six months ended June 30, 2024 and 2023, respectively. The terms of this lease are evergreen as long as the ZI Partnership Agreement is in place. The Partnership had no sales to the Company for the three and six months ended June 30, 2024 and 2023, respectively.
The Partnership purchases certain raw materials from the Company and was charged for various manufacturing costs incurred at the Company’s Kansas City production facility. The amount of these costs charged to the Partnership were $6,050 and $10,084 for the three and six months ended June 30, 2024, respectively and $5,028 and $10,869 for the three and six months ended June 30, 2023, respectively.
Certain administrative, marketing, engineering, management-related and research and development services are provided to the Partnership by the Company. The Partnership was charged $4,600 and $8,900 for the three and six months ended June 30, 2024 and $3,618 and $7,252 for the three and six months ended June 30, 2023, respectively, for these services.
In addition, the Partnership was charged certain product demonstration costs of $238 and $595 for the three and six months ended June 30, 2024, respectively and $428 and $928 for the three and six months ended June 30, 2023, respectively. These charges to the Partnership are recorded as reductions in either cost of goods sold or selling, general and administrative expenses in the consolidated statements of income, depending on the nature of the expenditures.
The Company had an accounts receivable from the Partnership of $5,008 and $3,164 as of June 30, 2024 and December 31, 2023, respectively. There were no accounts payable with the Partnership as of June 30, 2024 and December 31, 2023, respectively.
ECOVYST INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(unaudited)
17. Reportable Segments:
Summarized financial information for the Company’s reportable segments is shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Sales: | | | | | | | | |
Ecoservices | | $ | 153,958 | | | $ | 158,065 | | | $ | 295,560 | | | $ | 295,805 | |
Advanced Materials & Catalysts(1) | | 28,862 | | | 26,045 | | | 47,797 | | | 49,179 | |
Total | | $ | 182,820 | | | $ | 184,110 | | | $ | |