ESAb在具有挑戰性的最終市場環境中取得了另一個強勁的季度,以正面的成交量增長、創紀錄的利潤率和強勁的現金流爲特點,ESAb的總裁兼首席執行官Shyam P. Kambeyanda表示。我們的增長受到我們無與倫比的地理覆蓋範圍、推出的新獲獎產品以及在商業轉型和併購上的戰略投資的推動。ESAb繼續通過使用EBX來提升利潤率和現金流,進一步增強了我們在2028年實現長期目標的信心。
Adjusted free cash flow represents cash flows from operating activities excluding cash outflows related to the Company’s separation from Enovis Corporation and discontinued operations, less Purchases of property, plant and equipment net of proceeds from sale of certain properties. Cash conversion represents Adjusted free cash flow divided by Adjusted net income from continuing operations.
These non-GAAP financial measures assist ESAB management in comparing its operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to unusual events or discrete restructuring plans and other initiatives that are fundamentally different from the ongoing productivity and core business of the Company.
ESAB management also believes that presenting these measures allows investors to view its performance using the same measures that the Company uses in evaluating its financial and business performance and trends.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to GAAP results has been provided in the financial tables included in this press release.
Forward Looking Statements
This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions, and other statements that are not historical or current fact. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including general risks and uncertainties such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health
2
concerns, natural disasters or other disruptions of expected business conditions. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to, risks related to the impact of the wars in Ukraine and Middle East and the resulting escalating geopolitical tensions; impact of supply chain disruptions; the impact of creditworthiness and financial viability of customers; impact of inflationary pressures, foreign exchange fluctuations and commodity prices; other impacts on the Company’s business and ability to execute business continuity plans; and the other factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2024, as well as other risks discussed in the Company’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. The Company disclaims any duty to update the information herein.
Investor Relations Contact:
Mark Barbalato
Vice President, Investor Relations
E-mail: investorrelations@esab.com
Phone: 1-301-323-9098
Media Contact:
Tilea Coleman
Vice President, Corporate Communications
E-mail: mediarelations@esab.com
Phone: 1-301-323-9092
3
ESAB CORPORATION
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
Dollars in thousands, except per share data
(Unaudited)
Three Months Ended
Nine Months Ended
September 27, 2024
September 29, 2023
September 27, 2024
September 29, 2023
Net sales
$
673,250
$
680,996
$
2,070,047
$
2,085,418
Cost of sales
419,460
431,282
1,290,915
1,324,392
Gross profit
253,790
249,714
779,132
761,026
Selling, general and administrative expense
145,900
145,439
434,537
442,836
Restructuring and other related charges
1,875
3,129
8,572
17,742
Operating income
106,015
101,146
336,023
300,448
Pension settlement loss
—
—
12,155
—
Interest expense and other, net
16,894
20,502
49,925
58,831
Income from continuing operations before income taxes
89,121
80,644
273,943
241,617
Income tax expense
18,074
19,808
54,463
77,806
Net income from continuing operations
71,047
60,836
219,480
163,811
Loss from discontinued operations, net of taxes
(1,214)
(1,723)
(3,684)
(4,259)
Net income
69,833
59,113
215,796
159,552
Income attributable to noncontrolling interest, net of taxes
(1,593)
(1,543)
(4,698)
(4,506)
Net income attributable to ESAB Corporation
$
68,240
$
57,570
$
211,098
$
155,046
Earnings (loss) per share – basic
Income from continuing operations
$
1.14
$
0.98
$
3.54
$
2.63
Loss on discontinued operations
$
(0.02)
$
(0.03)
$
(0.06)
$
(0.07)
Net income per share – basic
$
1.12
$
0.95
$
3.48
$
2.56
Earnings (loss) per share – diluted
Income from continuing operations
$
1.13
$
0.97
$
3.50
$
2.61
Loss on discontinued operations
$
(0.02)
$
(0.03)
$
(0.06)
$
(0.07)
Net income per share – diluted
$
1.11
$
0.94
$
3.44
$
2.54
4
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Dollars in millions, except per share data
(Unaudited)
Three Months Ended(1)
Nine Months Ended(1)
September 27, 2024
September 29, 2023
September 27, 2024
September 29, 2023
Adjusted Net Income
Net income from continuing operations (GAAP)
$
71.0
$
60.8
$
219.5
$
163.8
Less: Income attributable to noncontrolling interest, net of taxes
1.6
1.5
4.7
4.5
Net income from continuing operations attributable to ESAB Corporation (GAAP)
$
69.4
$
59.3
214.8
159.3
Restructuring and other related charges – pretax(2)
1.9
3.1
8.6
17.7
Acquisition-amortization and other related charges – pretax(3)
10.0
9.3
25.5
27.8
Pension settlement loss – pretax
—
—
12.2
—
Tax effect on above items(4)
(2.8)
(3.2)
(11.3)
(11.0)
Discrete tax adjustments(5)
0.1
0.5
(6.5)
20.1
Adjusted net income from continuing operations (non-GAAP)
$
78.6
$
69.0
$
243.3
$
213.9
Adjusted net income from continuing operations attributable to Russia (non-GAAP)(6)
1.9
3.2
11.3
10.8
Core adjusted net income from continuing operations (non-GAAP)
$
76.7
$
65.8
$
232.0
$
203.1
Adjusted net income margin from continuing operations
11.7
%
10.2
%
11.8
%
10.3
%
Adjusted Net Income Per Share
Net income per share – diluted from continuing operations (GAAP)
$
1.13
$
0.97
$
3.50
$
2.61
Restructuring and other related charges – pretax(2)
0.03
0.05
0.14
0.29
Acquisition-amortization and other related charges – pretax(3)
0.16
0.15
0.42
0.46
Pension settlement loss – pretax
—
—
0.20
—
Tax effect on above items(4)
(0.05)
(0.05)
(0.19)
(0.18)
Discrete tax adjustments(5)
—
0.01
(0.11)
0.33
Adjusted net income per share – diluted from continuing operations (non-GAAP)
$
1.28
$
1.13
$
3.96
$
3.51
Adjusted net income per share – diluted from continuing operations attributable to Russia (non-GAAP)(6)
0.03
0.05
0.19
0.17
Core adjusted net income per share – diluted from continuing operations (non-GAAP)
$
1.25
$
1.08
$
3.78
$
3.34
__________
(1) Numbers may not sum due to rounding.
(2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and product lines.
(3) Includes transaction expenses, amortization of intangibles, fair value charges on acquired inventories and integration expenses.
(4) This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the proceeding line items of the table. ESAB estimates the tax effect of each adjustment item by applying ESAB’s overall estimated effective tax rate to the pretax amount, unless the nature of the item and/or tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
(5) For 2024, discrete adjustments relate to a favorable final ruling in the 2023 tax case in a foreign jurisdiction mentioned below. For 2023, discrete tax adjustments include the impact of net discrete tax expenses related to dividend withholding tax and the impact of an uncertain tax position due to an adverse court ruling in a foreign jurisdiction.
(6) Represents Russia contribution for the three and nine months ended September 27, 2024 and September 29, 2023.
5
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Dollars in millions
(Unaudited)
Three Months Ended September 27, 2024(1)
Nine Months Ended September 27, 2024(1)
Americas
EMEA & APAC
Total
Americas
EMEA & APAC
Total
Net income from continuing operations (GAAP)
$
71.0
$
219.5
Income tax expense
18.1
54.5
Interest expense and other, net
16.9
49.9
Pension settlement loss
—
12.2
Operating income (GAAP)
$
49.9
$
56.1
$
106.0
151.8
184.3
336.0
Adjusted to add
Restructuring and other related charges(2)
0.9
1.0
1.9
2.0
6.6
8.6
Acquisition-amortization and other related charges(3)
4.8
5.2
10.0
13.5
12.1
25.6
Depreciation and other amortization
3.8
5.7
9.5
10.9
16.5
27.4
Adjusted EBITDA (non-GAAP)
$
59.4
$
68.1
$
127.4
$
178.2
$
219.4
$
397.5
Adjusted EBITDA attributable to Russia (non-GAAP)(4)
—
2.6
2.6
—
15.5
15.5
Core adjusted EBITDA (non-GAAP)
$
59.4
$
65.5
$
124.8
$
178.2
$
203.9
$
382.1
Adjusted EBITDA margin (non-GAAP)
20.6
%
17.7
%
18.9
%
19.9
%
18.7
%
19.2
%
Core adjusted EBITDA margin (non-GAAP)(5)
20.6
%
18.9
%
19.6
%
19.9
%
19.2
%
19.5
%
__________
(1) Numbers may not sum due to rounding.
(2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and product lines.
(3) Includes transaction expenses, amortization of intangibles, fair value charges on acquired inventories and integration expenses.
(4) Numbers calculated following the same definition as Adjusted EBITDA for total Company.
(5) Net sales were $37.7 million and $112.0 million relating to Russia for the three and nine months ended September 27, 2024, respectively.
6
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Dollars in millions
(Unaudited)
Three Months Ended September 29, 2023(1)
Nine Months Ended September 29, 2023(1)
Americas
EMEA & APAC
Total
Americas
EMEA & APAC
Total
Net income from continuing operations (GAAP)
$
60.8
$
163.8
Income tax expense
19.8
77.8
Interest expense and other, net
20.5
58.8
Operating income (GAAP)
$
46.5
$
54.7
$
101.1
$
132.4
$
168.0
$
300.4
Adjusted to add
Restructuring and other related charges(2)
1.6
1.6
3.1
5.4
12.3
17.7
Acquisition-amortization and other related charges(3)
5.2
4.0
9.3
16.0
11.9
27.8
Depreciation and other amortization
3.9
5.0
9.0
11.1
15.5
26.6
Adjusted EBITDA (non-GAAP)
$
57.2
$
65.3
$
122.5
$
164.9
$
207.7
$
372.6
Adjusted EBITDA attributable to Russia (non-GAAP)(4)
—
4.7
4.7
—
15.7
15.7
Core adjusted EBITDA (non-GAAP)
$
57.2
$
60.6
$
117.8
$
164.9
$
192.0
$
356.9
Adjusted EBITDA margin (non-GAAP)
18.7
%
17.4
%
18.0
%
18.2
%
17.6
%
17.9
%
Core adjusted EBITDA margin (non-GAAP)(5)
18.7
%
17.9
%
18.3
%
18.2
%
18.1
%
18.1
%
(1) Numbers may not sum due to rounding.
(2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and product lines.
(3) Includes transaction expenses, amortization of intangibles, fair value charges on acquired inventories and integration expenses.
(4) Numbers calculated following the same definition as Adjusted EBITDA for total Company.
(5) Net sales were $36.9 million and $114.4 million relating to Russia for the three and nine months ended September 29, 2023, respectively.
7
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Change in Sales
Dollars in millions
(Unaudited)
Sales Growth(1)
Americas
EMEA & APAC
Total ESAB
$
Change %
$
Change %
$
Change %
For the three months ended September 29, 2023
$
305.8
$
375.2
$
681.0
Components of Change:
Existing businesses (organic sales growth)(2)
6.2
2.0
%
0.4
0.1
%
6.6
1.0
%
Acquisitions(3)
2.8
0.9
%
3.8
1.0
%
6.6
1.0
%
Foreign Currency translation(4)
(26.0)
(8.5)
%
5.1
1.4
%
(20.9)
(3.1)
%
Total sales growth
(17.0)
(5.6)
%
9.3
2.5
%
(7.7)
(1.1)
%
For the three months ended September 27, 2024
$
288.8
$
384.4
$
673.3
(1) Numbers may not sum due to rounding.
(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.
(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.
(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.
(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.
(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
(5) Represents sales excluding Russia for the three months ended September 27, 2024 and September 29, 2023.
8
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Change in Sales
Dollars in millions
(Unaudited)
Sales Growth(1)
Americas
EMEA & APAC
Total ESAB
$
Change %
$
Change %
$
Change %
For the nine months ended September 29, 2023
$
907.7
$
1,177.8
$
2,085.4
Components of Change:
Existing businesses (organic sales growth)(2)
27.6
3.0
%
4.0
0.3
%
31.6
1.5
%
Acquisitions(3)
6.4
0.7
%
3.9
0.3
%
10.3
0.5
%
Foreign Currency translation(4)
(47.0)
(5.2)
%
(10.3)
(0.9)
%
(57.3)
(2.7)
%
Total sales growth
(13.0)
(1.4)
%
(2.4)
(0.2)
%
(15.4)
(0.7)
%
For the nine months ended September 27, 2024
$
894.6
$
1,175.4
$
2,070.0
(1) Numbers may not sum due to rounding.
(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.
(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.
(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.
(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.
(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
(5) Represents sales excluding Russia for the nine months ended September 27, 2024 and September 29, 2023.
9
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Adjusted Free Cash Flow
Dollars in millions
(Unaudited)
Three Months Ended
Nine Months Ended
September 27, 2024
September 29, 2023
September 27, 2024
September 29, 2023
Net cash provided by operating activities (GAAP)
$
101.0
$
107.4
$
228.5
$
208.1
Purchases of property, plant and equipment (GAAP)
(10.7)
(11.9)
(27.1)
(28.9)
Proceeds from the sale of certain properties(1)
1.9
1.9
1.9
2.8
Payments related to the Separation(2)
—
—
—
4.4
Payments related to discontinued operations
3.6
2.5
12.1
12.2
Adjusted free cash flow (non-GAAP)
$
95.8
$
99.9
$
215.4
$
198.6
(1) Includes proceeds from the sale of certain properties related to restructuring efforts for which previous cash outlays were included in Net cash provided by operating activities.
(2) Separation payments relate to one-time non-recurring professional fees and employee costs incurred in the planning and execution of the Company’s separation from Enovis Corporation.
10
ESAB CORPORATION
2024 Outlook
Dollars in millions, except per share amounts
(Unaudited)
ESAB 2024 Outlook
Previous Guidance
New Guidance
2023 Core net sales
$2.62B
$2.62B
Organic growth
(1.0)%-1.0%
0.0%-1.0%
Acquisitions
1.0%
1.0%
Currency
(2.5)
%
~(2.5)%
2024 Core net sales growth range
(2.5)%-(0.5)%
(1.5)%-(0.5)%
2023 Core adjusted EBITDA
$
482.7
$
482.7
2024 Core adjusted EBITDA range
$495-$515
$500-$515
2023 Core adjusted EPS
$
4.46
$
4.46
2024 Core adjusted EPS range
$4.75-$4.95
$4.80-$4.95
11
ESAB CORPORATION
CONSOLIDATED AND CONDENSED BALANCE SHEETS
Dollars in thousands, except share and per share amounts
(Unaudited)
September 27, 2024
December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
253,670
$
102,003
Trade receivables, less allowance for credit losses of $24,637 and $25,477
420,938
385,198
Inventories, net
422,654
392,858
Prepaid expenses
58,732
61,771
Other current assets
65,517
55,890
Total current assets
1,221,511
997,720
Property, plant and equipment, net
296,437
294,305
Goodwill
1,667,878
1,588,331
Intangible assets, net
499,789
499,535
Lease assets - right of use
94,413
95,607
Other assets
304,506
353,131
Total assets
$
4,084,534
$
3,828,629
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable
$
320,252
$
306,593
Accrued liabilities
316,819
313,489
Total current liabilities
637,071
620,082
Long-term debt
1,080,182
1,018,057
Other liabilities
489,556
542,833
Total liabilities
2,206,809
2,180,972
Equity:
Common stock - $0.001 par value - Authorized 600,000,000, 60,444,246 and 60,295,634 shares outstanding as of September 27, 2024 and December 31, 2023, respectively
60
60
Additional paid-in capital
1,893,665
1,881,054
Retained earnings
548,300
350,557
Accumulated other comprehensive loss
(604,900)
(624,272)
Total ESAB Corporation equity
1,837,125
1,607,399
Noncontrolling interest
40,600
40,258
Total equity
1,877,725
1,647,657
Total liabilities and equity
$
4,084,534
$
3,828,629
12
ESAB CORPORATION
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
Dollars in thousands
(Unaudited)
Nine Months Ended
September 27, 2024
September 29, 2023
Cash flows from operating activities:
Net income
$
215,796
$
159,552
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other impairment charges
50,028
57,090
Stock-based compensation expense
14,473
11,150
Deferred income tax
2,394
756
Non-cash interest expense
2,259
896
Pension settlement loss
12,155
—
Changes in operating assets and liabilities:
Trade receivables, net
(39,075)
(15,170)
Inventories, net
(31,651)
(16,212)
Accounts payable
16,895
(17,746)
Other operating assets and liabilities
(14,751)
27,783
Net cash provided by operating activities
228,523
208,099
Cash flows from investing activities:
Purchases of property, plant and equipment
(27,071)
(28,865)
Proceeds from sale of property, plant and equipment
3,452
5,171
Acquisitions, net of cash received
(86,537)
(18,665)
Other investing
(4,058)
—
Net cash used in investing activities
(114,214)
(42,359)
Cash flows from financing activities:
Proceeds from borrowings on Senior Notes
700,000
—
Proceeds from borrowings on revolving credit facilities and other
205,000
454,671
Repayments of borrowings on Term Loans
(597,500)
(6,250)
Repayments of borrowings on revolving credit facilities and other
(236,623)
(578,623)
Payment of debt issuance costs and other
(15,522)
—
Payment of dividends
(12,135)
(9,702)
Distributions to noncontrolling interest holders
(2,644)
(2,279)
Net cash provided by (used in) financing activities
40,576
(142,183)
Effect of foreign exchange rates on Cash and cash equivalents