What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-02-21 compared with 2023-02-22 · 103 added, 131 removed, 151 unchanged (61% of the section changed)

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For a more detailed discussion of what constitutes a forward-looking statement and of some of the factors that could cause actual results to differ materially from such forward-looking statements, please refer to the “Safe Harbor Statement” on page 3 of this Annual Report on Form 10-K.

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Company Overview

The Company is a leading manufacturer and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets.

The Company serves customers primarily in North America including renewable energy (solar) developers, institutional and commercial growers of food and plants, home improvement retailers, wholesalers, distributors, and contractors.

The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of its markets.

The Company operates and reports its results in the following four reporting segments:

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• Infrastructure

The Company serves customers primarily in North America including renewable energy (solar) developers, institutional and commercial growers of fruits, vegetables, flowers and other plants, home improvement retailers,

wholesalers, distributors, and contractors.

The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of its markets.

Demand for products and services in the segments and end markets the Company's businesses serve are subject to economic conditions that are influenced by various factors.

These factors include but are not limited to changes in general economic conditions, interest rates, exchange rates, commodity costs, expiration of solar rebates, supply limitations that impact the availability of solar panels and therefore solar racking installations, demand for residential construction, demand for repair and remodeling, governmental policies and funding, tax policies and incentives, tariffs, trade policies, weather patterns, the level of non-residential construction and infrastructure projects, the need for protection of high value assets, demand for renewable energy sources, and climate change.

These factors include but are not limited to changes in general economic conditions, interest rates, exchange rates, commodity costs, federal subsidies for renewable energy projects, supply limitations that impact the availability of solar modules and therefore solar racking installations, demand for residential construction, demand for repair and remodeling, governmental policies and funding, tax policies and incentives, tariffs, trade policies, weather patterns, the level of non-residential construction and infrastructure projects, demand for renewable energy sources, and climate change.

The Company believes the key elements of its strategy outlined in Item 1.

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Recent Trends

The broader market dynamics over the past two years, which has included the residual impact of COVID-19, have resulted in impacts to the Company, including material cost inflation, labor availability issues and logistics costs increases.

The Company has also been impacted from supply constraints for materials and commodities used in its operations and from solar panels shortages used by the Company's customers in conjunction with the goods and services the Company provides.

In certain instances these constraints have resulted in project delays, cost inflation and logistical delays.

The Company continues to work with its customers and suppliers in this dynamic environment to better align pricing, understand the existing and potential future impacts to the supply chain, and make efforts to mitigate such impacts.

While certain of these pressures have subsided over the latter part of 2022, the Company expects that some of these dynamics will continue into 2023 and could continue to have an impact on demand, material costs, labor and logistics.

In early 2022, the U.S.

Department of Commerce ("USDOC") was petitioned to investigate alleged circumvention of anti-dumping and countervailing duties on Chinese imports of solar panels produced in other countries in Southeast Asia.

In March 2022, the USDOC announced that it would investigate the circumvention alleged in the petition.

In June 2022, the President of the United States issued an Executive Order to suspend any tariffs that result from this investigation for two years.

In December 2022, the USDOC issued a preliminary report that identified occurrences of the alleged circumvention against specific solar panel manufacturers, but also cleared other manufacturers.

No retroactive tariffs or penalties are expected against the former group.

The original complainant is expected to appeal these USDOC findings and decisions, including pursuit of a temporary restraining order.

In June 2022, the Uyghur Forced Labor Prevention Act ("UFLPA") was enacted.

The UFLPA requires traceability of components of imported goods to validate that the components are not sourced from areas in the Xinjiang region of China.

There are reports that solar panels continue to be held at U.S.

customs until the importer is able to prove where they have been sourced.

It is the Company's understanding that these panels are starting to be released by U.S.

customs, however, progress is slow and a significant backlog of panels continue to await review and release..

As the timing and progress of many of the Company's customers’ projects depend upon the supply of solar panels, the Company's operating results have been and could be further impacted by these actions.

The Company continues to work with customers who are assessing their ability to source panels needed to complete projects.

On August 16, 2022, the Inflation Reduction Act ("IRA") was signed into law.

Among other things, the IRA provides for Investment Tax Credits ("ITC") for renewable energy.

The IRA provides a 30% ITC for projects started prior to the guidance issued by the Department of the Treasury and published in the Federal Register on November 30, 2022,

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regarding new wage and apprenticeship standards.

Sixty days after the issuance of such guidance, January 29, 2023, the base ITC will be 6%, with an additional 24% available if the new labor standards are met or the project is less than one megawatt.

The IRA also provides the option to earn an additional 10% credit for domestic content, and separately, an additional 10% credit for siting a project in an “energy community.” Lastly, there are Manufacturers Tax Credits available to suppliers of certain, specific solar tracker components, including mechanical parts and battery storage, that are made in the U.S.

The Company expects the ITC to accrue to its downstream customers, solar investors, and expect Manufacturers Tax Credits to accrue to the Company's upstream suppliers.

The Company anticipates that these tax credits will provide stability for the industry and should reduce policy driven demand swings for the Company's products.

As provided for in the issued guidance relative to prevailing wage and sourcing provisions, the Company intends to work with its customers to maximize the tax credits available to them.

The Company enters 2023 with solid operating momentum and a plan to deliver full year growth, margin expansion, and strong cash performance for the year, as it anticipates 2023 will continue to be a fluid external environment as the Residential market is expected to return to normal demand seasonality, panel supply for the solar industry is expected to improve in the second half of the year, and Agtech projects for produce growing are expected to be finalized.

The uncertainty of the current macro-economic environment, including shifting inflation and higher interest rates, along with trade related disruptions that continue to impact the supply of solar modules used by the Company’s customers, along with permitting delays that affected project timing, have impacted and may continue to adversely impact our performance and financial results.

Although the disruption in the supply of solar modules is improving, our customers continue to be challenged to obtain permits from relevant government entities to build new solar fields and the Company does expect that these aforementioned dynamics will continue through 2024.

While the Company does not sell or import solar modules, the goods and services the Company provides for its customers depend upon the supply of solar modules.

Shortages of solar modules have resulted in project delays over the past two years.

The supply has been primarily impacted by two regulatory items:

the UFLPA which was enacted in June 2022, and the circumvention of AD/CVD investigation launched by the USDOC in March 2022, against eight solar module manufacturers producing in four countries in Southeast Asia.

The UFLPA requires traceability of components of imported goods to validate components are not sourced from the Xinjiang province in China.

This requirement has caused delays in module availability as module manufacturers must follow a stringent importation process with the U.S.

Custom and Border Protection Agency.

While a few of the larger module manufacturers are experiencing more consistent success with the importation process, other module suppliers need to make further progress with UFLPA and the importation process.

The UFLPA continues to create a compliance burden and constrain supply of imported solar modules, but the Company expects continual improvement of supply as more module manufacturers move forward on the learning curve.

As a result of the USDOC’s AD/CVD investigation, and until the final ruling from the USDOC was announced in August 2023, projects were delayed due to the risk of retroactive tariffs being imposed on the import of solar modules produced in four countries in Southeast Asia, where Chinese manufacturers have operations.

In addition, of the eight major manufacturers under investigation, five were found to have been circumventing the AD/CVD orders.

In parallel to the USDOC investigation, on June 6, 2022, an emergency Presidential Proclamation was issued delaying the imposition of duties on imports from the impacted countries until June 6, 2024.

This proclamation provides non-U.S.

based module manufacturers time to modify and secure supply chains to ensure compliance with U.S.

In January 2024, a motion was filed requesting that the delay in the imposition of duties per the Presidential Proclamation be removed retroactively.

On August 16, 2022, the IRA was signed into law.

Among other things, the IRA provides for a variety of enhanced ITC and Production Tax Credits for renewable energy subject to specific dates and requirements.

Although the Company believes the IRA should assist in driving growth in the renewable energy industry, it is important that the Department of Treasury finalize rules governing the execution of additional investment tax incentives so industry and the Company's customers can move forward with projects currently on hold.

Overall, the Company believes the enhanced tax credits under the IRA will provide long-term certainty for the industry and support consistent and accelerating demand for our products.

The Company will work with its customers to optimize the various ITC as the final rules are defined and implemented.

Operating Performance Measures

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Interest expense 3,002 0.2 % 4,047 0.3 %

Other expense (income) 14,565 1.1 % (4,213) (0.3) %

Other (income) expense (1,265) (0.1) % 14,565 1.1 %

Income before taxes 148,992 10.8 % 111,490 8.0 %

Provision for income taxes 38,459 2.8 % 29,084 2.1 %

Income from continuing operations 82,406 5.9 % 74,516 5.6 %

Income from discontinued operations — — % 1,113 0.1 %

Net income $ 110,533 8.0 % $ 82,406 5.9 %

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The following table sets forth the Company’s net sales by reportable segment for the years ended December 31 (in thousands):

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Consolidated $ 1,377,736 $ 1,389,966 $ (12,230) $ 60,807 $ (3,781) $ (69,256)

Consolidated net sales increased from 2021 by $50.2 million, or 3.7%, to $1.4 billion for 2022 compared to 2021.

The 3.7% increase in revenue was driven by a 2.7% or $36.2 million increase from organic revenue, the result of an 11% increase in pricing to customers partially offset by a net volume decline of 10%, and a 2.0% or $26.4 million increase generated from the current year acquisition of QAP in the Residential segment.

Partially offsetting these increases was a decline of 0.9% or $12.5 million from the Company's processing business which was reclassified as held-for-sale as of March 31, 2022;

the results of which will continue to be reported in the Company's consolidated operating results from continuing operations until the sale of the business is completed.

The organic revenue growth in the Residential segment, largely driven by price management and participation gains, and the Infrastructure segment revenue growth more than offset volume declines in both the Renewables and Agtech segments, which were primarily impacted by project delays.

Consolidated backlog decreased 12% to $301 million down from $344 million at the end of the prior year.

Net sales in the Renewables segment decreased 12.6%, or $54.5 million, to $377.6 million in 2022 compared to $432.1 million in 2021.

Revenue decreased by 12.6% from the prior year as the market demand for solar panel installation continues to be impacted by the UFLPA, which was implemented in June 2022, along with the impact of the Department of Commerce's preliminary ruling on its solar panel AD/CVD anti-circumvention investigation, which has impacted scheduling of projects.

As a result, backlog decreased 17% from the prior year for this segment, however, given the current conversations with the Company's customers and expected continued progress on the part of panel importers, the Company expects backlog to improve once there is better understanding of documentary compliance requirements relative to the UFLPA.

Consolidated net sales decreased from 2022 by $12.2 million, or 0.9%, to $1.4 billion for 2023 compared to 2022.

The decrease in revenue was driven by lower organic revenue of 5.0% or $69.3 million, the result of a 6% volume decline.

Largely offsetting the year over year decrease were $60.8 million of revenues generated from recent acquisitions, which are reported as part of the Company's Residential segment, along with participation gains.

Consolidated backlog increased 10% to $330 million up from $299 million at the end of the prior year.

Net sales in the Renewables segment decreased by 12.4%, or $46.8 million, to $330.7 million in 2023 compared to $377.6 million in 2022.

Revenue decreased by 12.4% from the prior year as the market demand for solar racking

installation continues to be impacted by timing delays due to lengthier permitting processes and pending guidance on final IRA tax credit guidelines, along with the lingering impact of importation challenges resulting from the UFLPA that lessened throughout the year.

New order bookings continued to be robust as backlog increased 21% from the prior year.

Net sales in the Residential segment increased 6.2%, or $47.6 million, to $814.8 million in 2023 compared to $767.2 million in 2022.

T he increase from the prior year was the result of continued pricing actions to better align price to inputs costs resulting from inflation, along with participation gains and strong market demand.

Sales generated by QAP, acquired in the third quarter of 2022, also contributed $26.4 million to the increase in the current year.

T he increase from the prior year was the result of sales generated by recent acquisitions of $60.8 million along with additional participation gains and expanded market presence, which more than offset channel inventory corrections and price declines related to commodity cost reductions and 80/20 initiatives targeting less attractive product lines.

Net sales in the Agtech segment decreased 14.2%, or $23.9 million, to $145.0 million in 2023 compared to $168.9 million in 2022.

Excluding the impact of the processing equipment business which has been classified as held-for-sale as of March 31, 2022, revenue declined $17.8 million due to project delays in the Company's produce and cannabis businesses, the result of continued rescheduling and re-scoping of projects.

Partially offsetting the decrease was growth in the Company's commercial greenhouse business.

While quote activity remains robust, order backlog was also impacted by continued rescheduling and re-scoping of projects and decreased 13% year over year.

Revenue declined as both the segment's commercial business and produce projects experienced delayed new project starts throughout most of the year, which began to convert to active projects in the fourth quarter of the year.

While backlog decreased 6% year over year, the pipeline of projects is strong.

Net sales in the Infrastructure segment increased 14.3%, or $10.9 million, to $87.2 million in 2023 compared to $76.3 million in 2022.

The increase in revenue was driven by growth in demand for fabricated products.

Strong bidding activity resulted in a 23% increase in backlog from the prior year.

Management expects continued positive impact from the increased infrastructure spending related to the Infrastructure Investment and Jobs Acts in 2023.

The increase in revenue was driven by continued solid end market demand and ongoing efforts to increase market participation.

Backlog increased 3% year over year, benefiting from these efforts.

The Company's consolidated gross margin increased to 26.3% for 2023 compared to 22.9% for 2022.

This increase was primarily the result of favorable price/cost management along with favorable product and service revenue mix, along with improved operating execution from 80/20 and lean enterprise initiatives and participation

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gains in the Residential segment.

These actions more than offset the impacts of supply chain challenges and severe weather which the Company experienced in the early part of 2022, that resulted in increased costs due to disruptions in project timing in the Renewables and Agtech segments.

This increase was the result of improved price to material cost alignment, solid execution in field operations, improvement in supply chain management and continued operational efficiencies, along with 80/20 initiatives and favorable business and product mix.

Selling, general, and administrative ("SG&A") expenses increased by $18.8 million, or 10.0%, to $207.4 million for 2023 from $188.6 million for 2022.

The $3.9 million increase was primarily due to incremental SG&A expenses recorded for the recent acquisition of QAP along with higher expenses associated with investments in the Company's organization to drive performance, including investing in the Company's ERP systems to simplify and digitize its businesses.

This increase was partially offset by lower performance-based compensation expense for equity-based awards in the Company's deferred compensation plan that are valued based on its 200-day average stock price, as compared to the prior year.

Despite the above increases, SG&A expenses as a percentage of net sales decreased to 13.5% for 2022 compared to 13.8% for 2021.

The $18.8 million increase was primarily due to higher performance-based compensation expense, as compared to the prior year.

Incremental SG&A expenses incurred by recent acquisitions also contributed to the increase.

SG&A expenses as a percentage of net sales increased to 15.1% for 2023 compared to 13.5% for 2022.

During 2023, the Company recognized intangible asset impairment charges of $3.8 million.

The impairment was the result of a rebranding initiative in 2021 that resulted in the discontinuation of certain indefinite-lived trademarks in the Agtech segment.

The impairment was largely the result of a rebranding initiative that resulted in the discontinuation of an indefinite-lived trademark of $3.2 million in the Agtech segment, and to a lesser extent, the write-off of amortizing intangibles for $0.6 million related to a discontinued product line in the Renewables segment.

The following table sets forth the Company’s income from operations and income from operations as a percentage of net sales by reportable segment for the years ended December 31 (in thousands):

2023 2022 Total

Change Portfolio Management Ongoing Operations

Income from operations:

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The Renewables segment generated an operating margin of 9.1% in 2023 compared to 6.7% in 2022.

The increase in operating margin was the combined result of costs incurred in the prior year related to backlog amortization and integration costs from recent acquisitions not recurring in 2022.

Improved project management along with favorable alignment of material costs to customer selling prices and field operations efficiencies beginning in May and sustained through to the end of 2022 also contributed to the increase.

The Residential segment operating margin slightly decreased to 16.5% in 2022 from 16.7% in 2021.

The decrease in operating margin was the result of the expected lower margins generated by QAP as the Company continues to integrate them operationally, partially offset by the benefit of improved alignment of price actions and input costs, along with continued solid execution resulting from 80/20 productivity initiatives.

The increase in operating margin was driven by field operations productivity, favorable price to cost alignment and improved supply chain management that offset lower volumes and higher restructuring charges incurred in the current year related to addressing customer issues arising from the discontinued legacy solar tracker solution.

The Residential segment operating margin increased to 17.6% in 2023 from 16.5% in 2022.

The increase in operating margin was the result of the benefit of improved alignment of price actions and input costs, along with 80/20 productivity initiatives and mix.

The Agtech segment generated an operating margin of (0.6)% in 2023 compared to 1.7% in 2022.

Excluding the impact of both a prior year $8.3 million impairment charge for an indefinite lived trademark that was discontinued as a result of a rebranding initiative in 2021, and the impact of the Processing business which has been classified as held for sale as of March 31, 2022, operating margin for the current year was essentially flat as compared to the prior year.

The Infrastructure segment operating margin decreased to 11.8% in 2022 compared to 12.2% in 2021.

The margin declined from the prior year due to the impact of plate steel inflation on fixed price contracts in the earlier part of the year largely offset by improving operating execution.

Unallocated corporate expenses decreased $3.5 million, or 9.3%, for 2022 from $37.0 million for 2021 to $33.5 million for 2022.

The decrease in expense was largely the result of lower performance-based compensation

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expense related to equity-based awards in the Company's deferred compensation plan that are valued based on its 200-day average stock price as compared to the prior year.

Interest expense increased $2.4 million to $4.0 million for 2022 from $1.6 million for 2021.

The increase in expense was primarily due to higher outstanding balances on the Company's revolving credit facility during the current year along with higher interest rates compared to the prior year.

The outstanding balances on the Company's revolving credit facility were $91.0 million and $23.8 million as of December 31, 2022, and 2021, respectively.

The Company recorded other expense of $14.6 million in 2022, compared to other income of $4.2 million in 2021.

In 2022, the Company recorded a $14.0 valuation allowance related to the write-down of the processing business to estimated fair market value, which has been classified as held-for-sale as of March 31, 2022.

In 2021, the Company recognized a $4.7 million gain on the sale of securities received from the sellers of Thermo Energy Systems, Inc.

to settle indemnification claims recorded in the prior year.

The year over year decline in operating margin was the combined impact of a $3.5 million charge to write down a receivable associated with a distressed cannabis customer and the aforementioned $3.2 million indefinite-lived trademark impairment charge, the result of a rebranding initiative.

The impact of these charges were partially offset by 80/20 initiatives and improvement in project management systems.

The Infrastructure segment operating margin increased to 21.2% in 2023 compared to 11.8% in 2022.

The margin improvement was due to strong operating execution, 80/20 productivity initiatives, supply chain efficiency, and product line mix.

Unallocated corporate expenses increased $6.6 million, or 19.6%, to $40.1 million in 2023 from $33.5 million for 2022.

The increase in expense was largely the result of higher performance-based compensation expense, as compared to the prior year.

Interest expense decreased $1.0 million to $3.0 million for 2023 from $4.0 million for 2022.

The decrease in expense was primarily due to lower average outstanding balances in the current year, $37 million compared to $85 million, for 2023 and 2022, respectively, partially offset by higher interest rates compared to the prior year.

The Company recorded other income of $1.3 million in 2023, compared to other expense of $14.6 million in 2022.

The current year income is the combined result of foreign currency translation fluctuations and changes in the fair market valuation allowance related to the liquidation of the processing business, offset by a $0.6 million pre-tax net loss relating to the sale of the Company's Japan-based solar racking business within its Renewables segment.

In 2022, the Company recorded a $14.0 million valuation allowance related to the write-down of the processing business to estimated fair market value.

The Company recognized a provision for income taxes of $38.5 million, an effective tax rate of 25.8%, for 2023 compared with a provision for income taxes of $29.1 million, an effective tax rate of 26.1%, for 2022.

The effective tax rates for 2023 and 2022 exceeded the U.S.

federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by an excess tax benefit on stock-based compensation.

federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.

Liquidity and Capital Resources

The following table sets forth the Company's liquidity position as of:

(in thousands) December 31, 2022 December 31, 2021

The following table sets forth the Company's liquidity position as of (in thousands):

December 31, 2023 December 31, 2022

Cash and cash equivalents $ 99,426 $ 17,608

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The Company's sources of liquidity are comprised of cash on hand and available borrowing capacity provided under the Company's Credit Agreement (the "Credit Agreement"), entered into on December 8, 2022.

This Credit Agreement replaced and paid off all amounts owed under the Sixth Amended and Restated Credit Agreement dated as of January 24, 2019.

The Credit Agreement maintains similar capacity as the prior agreement in which it provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million.

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The Company has been able to weather the economic impacts of the broader market dynamics, including the inflationary cost environment, while continuing to make investments that support the Company's strategy.

The Company continues to remain focused on managing its working capital, closely monitoring customer credit and collection activities, and working to extend payment terms with its vendors.

The Company continues to remain focused on managing its working capital, closely monitoring customer credit and

collection activities, working with suppliers and challenging business process to optimize investment, and working to extend payment terms with its vendors.

The Company believes its liquidity, together with the cash expected to be generated from operations, should be sufficient to fund working capital needs and growth initiatives for the foreseeable future.

The Company uses the Credit Agreement to provide liquidity and capital resources primarily for the Company's U.S.

The Company can and does use its revolving credit facility to provide liquidity and capital resources primarily for the Company's U.S.

operations when necessary.

Generally, the Company's foreign operations have generated cash flow from operations sufficient to invest in working capital and fund their capital improvements.

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See Note 9 to the Company's consolidated financial statements in Part II, Item 8, Financial Statements, of this Annual Report on Form 10-K for further information on the Company’s Credit Agreement .

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Uses of Cash / Cash Requirements

The Company's material short-term cash requirements primarily include accounts payable, certain employee and retiree benefit-related obligations, operating lease obligations, interest payments on outstanding debt, repayments of borrowing on its revolving credit facility, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.

The Company's material short-term cash requirements primarily include accounts payable, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.

The Company's principal capital requirements are to fund its operations' working capital and capital improvements, as well as provide capital for acquisitions and to strategically allocate capital through repurchases of Company stock.

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The repurchase program may be suspended or discontinued at any time at the Company's discretion.

As of December 31, 2022, the Company has repurchased 1,997,366 shares for an aggregate price of $85.9 million under this repurchase program.

During 2020, the Company opted to defer remittance of the employer portion of Social Security tax as provided in the Coronavirus, Aid, Relief and Economic Security Act ("CARES Act"), which allowed the Company to retain $4.4 million in cash during 2020 that would have otherwise been remitted to the federal government.

The deferred tax payments were required to be repaid in two installments occurring near the end of each year 2021 and 2022, of which $1.9 million was repaid in 2021 and the remaining $2.5 million was repaid in 2022.

As of December 31, 2023, the Company has repurchased 2,518,941 shares for an aggregate price of $111.0 million under this repurchase program, including 521,575 shares repurchased for an aggregate price of $25.2 million during the year ended December 31, 2023.

Over the long-term, the Company expects that future investments, including strategic business opportunities such as acquisitions, may be financed through a number of sources, including internally available cash, availability under the Credit Agreement, new debt financing, the issuance of equity securities, or any combination of the aforementioned.

The $52.1 million preliminary purchase price for the acquisition of QAP was financed primarily through borrowing on the Company's revolving credit facility.

Additional cash payments may be required for customary adjustments as provided for in the membership interest purchase agreement.

The $10.4 million preliminary purchase price for the acquisition of a privately held Utah-based company was financed primarily through borrowing on the Company's revolving credit facility.

All potential acquisitions are evaluated based on the Company's acquisition strategy, which includes the enhancement of the Company's existing products, operations, and/or capabilities, as well as expanding the Company's access to new products, markets, and customers, with the goal of creating compounding and sustainable stockholder value.

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To the extent that operating cash flows are lower than current levels, or sources of financing are not available or not available at acceptable terms, the Company's future liquidity may be adversely affected.

"Risk Factors - Risks Related to Financing and Accounting Matters - Increases in future levels of leverage and size of debt service obligations could adversely affect the Company's ability to raise additional capital to fund the Company's operations, limit the Company's ability to react to changes in the economy or the Company's industries and prevent the Company from meeting the Company's obligations."

The following table sets forth selected cash flow data for the years ended December 31 (in thousands):

Cash provided by (used in):

Operating activities of continuing operations $ 102,691 $ 25,072

Investing activities of continuing operations (71,683) 24,714

Financing activities of continuing operations (25,007) (66,612)

Discontinued operations — (2,178)

Operating activities $ 218,476 $ 102,691

Investing activities (15,722) (71,683)

Financing activities (120,329) (25,007)

Effect of exchange rate changes (607) (1,242)

Net increase (decrease) in cash and cash equivalents $ 4,759 $ (19,205)

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Net increase in cash and cash equivalents $ 81,818 $ 4,759

Operating Activities

Net cash provided by operating activities of continuing operations for 2022 of $102.7 million consisted of income from continuing operations of $82.4 million, non-cash net charges totaling $58.6 million, which include depreciation, amortization, stock compensation, held for sale valuation allowance, provision for deferred income taxes and other non-cash charges, offset by a net investment in working capital and other net assets of $38.3 million.

The net investment in working capital was largely the result of the timing and the settlement of payables in the current year related to inventory received in the prior year.

Further, offsetting the impact of the decline in payables, the Company also reduced its investment in inventory as supply chain challenges subsided in the current year and the Company was able to better align inventory levels with lower sales volumes.

Net cash provided by operating activities for 2023 of $218.5 million consisted of income from continuing operations of $110.5 million, non-cash net charges totaling $67.0 million, which include depreciation, amortization, intangible asset impairment, stock compensation, exit activity costs, provision for deferred income taxes and other non-cash charges, and $41.0 million of cash generated from working capital and other net operating assets largely due to the Company's focus on reducing its investment in inventory to better align with lower sales volumes while still meeting customer demand.

Net cash provided by operating activities for 2022 of $102.7 million consisted of income from continuing operations of $82.4 million, non-cash net charges totaling $58.6 million, which include depreciation, amortization, stock compensation, exit activity costs, provision for deferred income taxes and other non-cash charges, offset by a net investment in working capital and other net assets of $38.3 million.

The net investment in working capital was largely the result of the timing and the settlement of payables in 2022 related to inventory received in 2021.

Further, offsetting the impact of the decline in payables, the Company also reduced its investment in inventory as supply chain challenges subsided in 2022 and the Company was able to better align inventory levels with lower sales volumes.

The decrease in accounts receivable as a result of lower sales volume in the fourth quarter of 2022 compared to the fourth quarter of 2021 also partially offset the investment in working capital.

Net cash provided by operating activities of continuing operations for 2021 of $25.1 million consisted of income from continuing operations of $74.5 million, non-cash net charges totaling $54.6 million, which include depreciation, amortization, intangible asset impairment, stock compensation, and other non-cash charges, offset by a net investment in working capital and other net assets of $104.0 million.

The investment in working capital and other net assets was largely due to increases in inventory and accounts payable due to higher inventory input costs, such as raw materials and freight, and provisioning for potential supply chain disruptions, along with increases in accounts receivable due to the timing of invoicing project-based customers, partially offset by a decrease in accrued expenses.

Investing Activities

Net cash used in investing activities of continuing operations for 2022 of $71.7 million consisted of net cash paid of $51.6 million for the acquisition of Quality Aluminum Products in the third quarter of 2022 and capital expenditures of $20.1 million.

Net cash provided by investing activities of continuing operations for 2021 of $24.7 million consisted of net proceeds of $38.1 million from the sale of the Company's Industrial business in the first quarter of 2021, $4.1 million from the receipt of a final working capital settlement from the prior year acquisition of TerraSmart, and proceeds of $0.2 million from the sale of property and equipment, offset by capital expenditures of $17.7 million.

Net cash used in investing activities for 2023 of $15.7 million consisted of net cash paid of $10.4 million for the acquisition of a privately held Utah-based company in the third quarter of 2023 and net capital expenditures of $13.9 million offset by net proceeds of $8.0 million from the sale of the Company's Japan-based solar racking business in the Company's Renewables segment in the fourth quarter of 2023 and receipt of the $0.6 million final working capital settlement related to the 2022 acquisition of QAP.

Net cash used in investing activities for 2022 of $71.7 million consisted of net cash paid of $51.6 million for the acquisition of QAP in the third quarter of 2022 and capital expenditures of $20.1 million.

Financing Activities

Net cash used in financing activities for 2023 of $120.3 million consisted of net long-term debt payments of $91.0 million and $29.3 million of common stock repurchases.

Net long-term debt payments consisted of $141.0 million in long-term debt payments, offset by $50.0 million in proceeds from borrowing on the Company's long-term debt credit facility.

The Company paid $26.0 million in the current year to repurchase of 538,575 shares under the Company's authorized share repurchase program.

The remainder of the repurchased common stock of $3.3 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.

Net cash used in financing activities for 2022 of $25.0 million consisted of $89.5 million of common stock repurchases, $2.0 million payment of debt issuance costs, offset by net proceeds from borrowings of $66.5 million.

Shares repurchases of 1,997,366 shares repurchased under the Company's authorized share repurchase program totaled $85.1 million with the balance repurchased of $4.4 million of common stock repurchases related to the net settlement of tax obligations for participants in the Company's equity incentive plans.

Repurchases of 1,997,366 shares under the Company's authorized share repurchase program totaled $85.1 million with the balance of $4.4 million of common stock repurchases related to the net settlement of tax obligations for participants in the Company's equity incentive plans.

Net proceeds from borrowings consisted of $204.5 million in proceeds from borrowing on the Company's long-term credit facility, offset by $138.0 million in payments on long-term debt.

Net cash used in financing activities for 2021 of $66.6 million consisted of $120.6 million in payments on long-term debt and $6.5 million of common stock repurchases related to the net settlement of tax obligations for participants in the Company's equity incentive plans, offset by $59.5 million in proceeds from borrowing on the Company's long-term credit facility and $1.0 million from the issuance of common stock from stock option exercises during the year.

Critical Accounting Estimates

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A summary of the Company’s significant accounting policies are described in Note 1 of the Company’s consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

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Our most critical accounting estimates that require the most difficult, subjective and complex judgments include:

• revenue recognition on contracts with customers;

• the estimation of fair value for acquired assets and liabilities assumed in business combination transactions;

• the determination of fair value of assets acquired in significant business combination transactions;

• the assessment of recoverability of goodwill and other indefinite-lived intangible assets.

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Revenue Recognition on Contracts with Customers

The vast majority of the Company's sales contracts are for standard products with revenue recognized at the point in time the Company transfer control to the customer.

The vast majority of the Company's sales contracts are for standard products with revenue recognized at the point in time the Company transfers control to the customer.

The point in time the Company transfers control is based on when the Company determines the customer has legal title, significant risks and rewards of ownership of the asset, and the Company has a present right to payment for the product.

However, revenue representing 40%, 47% and 40% of the Company's 2022, 2021 and 2020 consolidated net sales, respectively, was recognized over time under the cost-to-cost method as the Company satisfied its performance obligations.

However, revenue representing approximately 35%, 40% and 47% of the Company's 2023, 2022 and 2021 consolidated net sales, respectively, was recognized over time under the cost-to-cost method as the Company satisfied its performance obligations.

This method of revenue recognition pertains to activities within the Renewables, Agtech, and Infrastructure segments.

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These estimates, judgments and assumptions impact the timing and amount of net sales and cost of sales recognized on in-progress performance obligations with customers.

The Company continuously review its estimates and the progress and performance of the performance obligation for substantially all contracts that the Company recognizes revenue over time under the cost-to-cost method.

The Company continuously reviews its estimates and the progress and performance of the performance obligation for substantially all contracts that the Company recognizes revenue over time under the cost-to-cost method.

Any adjustments or changes in these estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period.

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Because of inherent uncertainties in estimating costs, it is reasonably possible that changes in performance could result in revisions to cost and revenue, which are recognized in the period when the revisions are determined.

Accounting for Acquired Assets and Liabilities Assumed in a Business Combination

Accounting for Fair Value of Assets Acquired in a Significant Business Combination

When the Company acquires a business, the Company allocates the purchase price to the assets acquired and liabilities assumed in the transaction at their respective estimated fair values.

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The allocation of the purchase price involves judgments and estimates both in characterizing the assets and in determining their fair value.

The way the Company characterizes the assets has important implications, as long-lived assets with definitive lives, for example, are depreciated or amortized, whereas goodwill is tested annually for impairment, as explained above.

With respect to determining the fair value of assets, the most subjective estimates involve valuations of long-lived assets, such as identified intangible assets and property, plant, and equipment.

The way the Company characterizes the assets has important

implications, as long-lived assets with definitive lives, for example, are depreciated or amortized, whereas goodwill is tested annually for impairment, as explained above.

With respect to determining the fair value of assets acquired in a significant business combination, the most subjective estimates involve valuations of long-lived assets, such as identified intangible assets and property, plant, and equipment.

The Company uses all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.

The fair values of long-lived assets are determined using valuation techniques that use discounted cash flow methods, independent market appraisals, and other acceptable valuation techniques.

The significant assumptions used to estimate the value of the intangible assets included discount rates, customer attrition, and certain assumptions that form the basis of the forecasted results (e.g.,

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revenue growth rates and operating profit margin).

The significant assumptions related to estimating the fair value of the intangible assets above are forward looking and could be affected by future economic market conditions.

Goodwill and Other Indefinite-lived Intangible Asset Impairment Testing

The Company's goodwill and indefinite-lived intangible asset balances of $512.4 million and $55.5 million, respectively, which in aggregate represent 46% of total assets as of December 31, 2022, are subject to impairment testing.

The Company test goodwill and indefinite-lived intangible assets for impairment on an annual basis as of October 31 and at interim dates when indicators of impairment are present.

The Company's goodwill and indefinite-lived intangible asset balances of $513.4 million and $52.3 million, respectively, which in aggregate represent approximately 45% of total assets as of December 31, 2023, are subject to impairment testing.

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as of October 31 and at interim dates when indicators of impairment are present.

Indicators of impairment could include a significant long-term adverse change in business climate, poor indicators of operating performance, or a sale or disposition of a significant portion of a reporting unit.

The Company test goodwill for impairment at the reporting unit level.

The Company tests goodwill for impairment at the reporting unit level.

The Company identifies the Company's reporting units by assessing whether the components of the Company constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components.

The Company has eight reporting units, all of which have goodwill.

The Company test its indefinite-lived intangible assets for impairment by comparing the fair value of the indefinite-lived intangible asset, determined using a discounted cash flow model, with its carrying amount.

The Company has seven reporting units, all of which have goodwill.

The Company tests its indefinite-lived intangible assets for impairment by comparing the fair value of the indefinite-lived intangible asset, determined using a discounted cash flow model, with its carrying amount.

During interim periods, the Company evaluates the potential for goodwill and indefinite-lived intangible asset impairment using a qualitative assessment by considering factors such as, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company's products and services, regulatory and political developments, entity specific factors such as strategy, changes in key personnel, and overall financial performance.

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During the interim periods of 2023, the Company concluded that no indicators of impairment existed at interim dates and did not perform any quantitative interim impairment tests related to goodwill and indefinite-lived intangible assets.

The Company conducts its annual impairment test on all eight reporting units as of October 31, during which the Company test goodwill and other indefinite-lived intangible assets for impairment.

The Company conducts its annual impairment test as of October 31, during which the Company tests goodwill and other indefinite-lived intangible assets for impairment.

On an annual basis, the quantitative goodwill impairment test consists of comparing the fair value of a reporting unit with the carrying amount of the reporting unit including goodwill.

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There were no impairment charges against goodwill recorded during the years ended December 31, 2023, 2022, and 2021.

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The Company did not recognize any impairment charges on its indefinite-lived intangible assets in 2022 and 2020.

During 2021, the Company recognized $8.3 million of impairment charges on its indefinite-lived intangible assets, due to a rebranding initiative resulting in the discontinuation of two indefinite-lived trademarks in the Agtech segment.

The Company recognized intangible asset impairment charges of $3.8 million during the year ended December 31, 2023 related to indefinite-lived trademark intangible assets due to a rebranding initiative that resulted in the discontinuation of certain indefinite-lived trademarks in the Agtech segment, along with the write-off of amortizing intangibles related to a discontinued product line in the Renewables segment.

The Company recognized no impairment charges related to intangible assets during the year ended December 31, 2022.

The Company recognized $8.3 million of impairment charges on its indefinite-lived intangible assets during the year ended December 31, 2021 due to a rebranding initiative resulting in the discontinuation of two indefinite-lived trademarks in the Agtech segment.

Recent Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis