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LINCOLN ELECTRIC HOLDINGS INC - Quarter Report: 2023 June (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

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:  0-1402

Graphic

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Ohio

 

34-1860551

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

22801 St. Clair Avenue, Cleveland, Ohio

44117

(Address of principal executive offices)

(Zip Code)

(216) 481-8100

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Shares, without par value

LECO

The NASDAQ Stock Market LLC

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “small 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 outstanding of the registrant’s common shares as of June 30, 2023 was 57,412,573.

Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

3

Item 1. Financial Statements

3

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

4

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

5

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

6

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

8

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

Item 3. Quantitative and Qualitative Disclosures About Market Risk

34

Item 4. Controls and Procedures

35

 

 

PART II. OTHER INFORMATION

36

Item 1. Legal Proceedings

36

Item 1A. Risk Factors

36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

36

Item 4. Mine Safety Disclosures

36

Item 5. Other Information

37

Item 6. Exhibits

37

Signatures

38

10.1*

Form of Restricted Stock Unit Agreement for Non-Employee Directors (filed herewith).

 

10.2*

Form of Stock Option Agreement for Executive Officers (filed herewith).

10.3*

Form of Restricted Stock Unit Agreement for Executive Officers (filed herewith).

10.4*

Form of Performance Share Award Agreement for Executive Officers (filed herewith).

EX-31.1

Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

EX-31.2

Certification of the Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

EX-32.1

Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) and Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-101

Instance Document

EX-101

Schema Document

 

EX-101

Calculation Linkbase Document

 

EX-101

Label Linkbase Document

 

EX-101

Presentation Linkbase Document

 

EX-101

Definition Linkbase Document

 

* Reflects management contract or other compensatory arrangement required to be filed as an exhibit

pursuant to Item 15(b) of this report.

2

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(In thousands, except per share amounts)

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2023

    

2022

    

2023

    

2022

Net sales (Note 2)

    

$

1,060,565

    

$

969,589

    

$

2,099,908

    

$

1,895,037

Cost of goods sold

 

687,137

 

636,108

 

1,371,123

 

1,231,779

Gross profit

 

373,428

 

333,481

 

728,785

 

663,258

Selling, general & administrative expenses

 

192,748

 

166,792

 

382,864

 

333,478

Rationalization and asset impairment charges (Note 6)

 

2,667

 

(844)

 

3,544

 

1,041

Operating income

 

178,013

 

167,533

 

342,377

 

328,739

Interest expense, net

 

11,699

 

6,459

 

24,899

 

12,657

Other income (expense) (Note 11)

 

6,746

 

(1,133)

 

10,926

 

3,500

Income before income taxes

 

173,060

 

159,941

 

328,404

 

319,582

Income taxes (Note 12)

 

35,729

 

32,118

 

69,142

 

65,729

Net income

$

137,331

$

127,823

$

259,262

$

253,853

Basic earnings per share (Note 3)

$

2.39

$

2.20

$

4.51

$

4.35

Diluted earnings per share (Note 3)

$

2.36

$

2.18

$

4.44

$

4.30

Cash dividends declared per share

$

0.64

$

0.56

$

1.28

$

1.12

See notes to these consolidated financial statements.

3

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands)

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2023

    

2022

    

2023

    

2022

Net income

    

$

137,331

    

$

127,823

    

$

259,262

    

$

253,853

Other comprehensive income (loss), net of tax:

 

  

 

  

 

  

 

  

Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax

 

(4,888)

 

8,950

4,243

14,305

Defined benefit pension plan activity, net of tax

 

(1,366)

 

(44)

(806)

63

Currency translation adjustment

 

20,957

 

(34,616)

 

35,775

 

(42,064)

Other comprehensive income (loss):

 

14,703

 

(25,710)

 

39,212

 

(27,696)

Comprehensive income

$

152,034

$

102,113

$

298,474

$

226,157

See notes to these consolidated financial statements.

4

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

June 30, 2023

December 31, 2022

(UNAUDITED)

(NOTE 1)

ASSETS

    

  

    

  

Current Assets

 

  

 

  

Cash and cash equivalents

$

220,483

$

197,150

Accounts receivable (less allowance for doubtful accounts of $12,170 in 2023; $12,556 in 2022)

 

570,294

 

541,529

Inventories (Note 8)

 

674,754

 

665,451

Other current assets

 

180,647

 

153,660

Total Current Assets

 

1,646,178

 

1,557,790

Property, plant and equipment (less accumulated depreciation of $929,890 in 2023; $890,543 in 2022)

563,180

544,871

Goodwill

 

692,457

 

665,257

Other assets

 

409,373

 

412,628

TOTAL ASSETS

$

3,311,188

$

3,180,546

LIABILITIES AND EQUITY

 

 

  

Current Liabilities

 

 

  

Short-term debt (Note 10)

$

10,406

$

93,483

Trade accounts payable

 

358,160

 

352,079

Accrued employee compensation and benefits

 

159,173

 

109,369

Other current liabilities

 

283,023

 

297,966

Total Current Liabilities

 

810,762

 

852,897

Long-term debt, less current portion (Note 10)

 

1,103,898

 

1,110,396

Other liabilities

 

195,104

 

183,212

Total Liabilities

 

2,109,764

 

2,146,505

Shareholders' Equity

 

 

  

Common Shares

 

9,858

 

9,858

Additional paid-in capital

 

515,303

 

481,857

Retained earnings

 

3,483,127

 

3,306,500

Accumulated other comprehensive loss

 

(236,186)

 

(275,398)

Treasury Shares

 

(2,570,678)

 

(2,488,776)

Total Equity

 

1,201,424

 

1,034,041

TOTAL LIABILITIES AND TOTAL EQUITY

$

3,311,188

$

3,180,546

See notes to these consolidated financial statements.

5

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

(In thousands, except per share amounts)

    

    

    

    

    

Accumulated

    

    

Common

Additional

Other

Shares

Common

Paid-In

Retained

Comprehensive

Treasury

    

Outstanding

    

Shares

    

Capital

    

Earnings

    

Income (Loss)

    

Shares

    

Total

Balance at December 31, 2022

 

57,624

$

9,858

$

481,857

$

3,306,500

$

(275,398)

$

(2,488,776)

$

1,034,041

Net income

 

121,931

 

121,931

Unrecognized amounts from defined benefit pension plans, net of tax

 

560

 

560

Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax

 

9,131

 

9,131

Currency translation adjustment

 

14,818

 

14,818

Cash dividends declared - $0.64 per share

 

(36,971)

 

(36,971)

Stock-based compensation activity

 

143

12,475

1,635

 

14,110

Purchase of shares for treasury

 

(194)

(32,158)

 

(32,158)

Other

 

3,691

(3,917)

 

(226)

Balance at March 31, 2023

 

57,573

$

9,858

$

498,023

$

3,387,543

$

(250,889)

$

(2,519,299)

$

1,125,236

Net income

 

137,331

 

137,331

Unrecognized amounts from defined benefit pension plans, net of tax

 

(1,366)

 

(1,366)

Unrealized (loss) on derivatives designated and qualifying as cash flow hedges, net of tax

 

(4,888)

 

(4,888)

Currency translation adjustment

 

20,957

 

20,957

Cash dividends declared – $0.64 per share

 

(36,917)

 

(36,917)

Stock-based compensation activity

 

152

12,818

1,697

 

14,515

Purchase of shares for treasury

 

(312)

(53,076)

 

(53,076)

Other

 

4,462

(4,830)

 

(368)

Balance at June 30, 2023

 

57,413

$

9,858

$

515,303

$

3,483,127

$

(236,186)

$

(2,570,678)

$

1,201,424

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LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

(In thousands, except per share amounts)

    

    

    

    

    

Accumulated

    

    

Common

Additional

Other

Shares

Common

Paid-In

Retained

Comprehensive

Treasury

    

Outstanding

    

Shares

    

Capital

    

Earnings

    

Income (Loss)

    

Shares

    

Total

Balance at December 31, 2021

 

58,787

$

9,858

$

451,268

$

2,970,303

$

(257,579)

$

(2,309,941)

$

863,909

Net income

 

126,030

 

126,030

Unrecognized amounts from defined benefit pension plans, net of tax

 

107

 

107

Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax

 

5,355

 

5,355

Currency translation adjustment

 

(7,448)

 

(7,448)

Cash dividends declared – $0.56 per share

 

(32,505)

 

(32,505)

Stock-based compensation activity

 

116

10,834

1,349

 

12,183

Purchase of shares for treasury

 

(805)

(104,579)

 

(104,579)

Other

 

115

(107)

 

8

Balance at March 31, 2022

 

58,098

$

9,858

$

462,217

$

3,063,721

$

(259,565)

$

(2,413,171)

$

863,060

Net income

 

 

  

 

 

127,823

 

 

 

127,823

Unrecognized amounts from defined benefit pension plans, net of tax

 

 

  

 

 

 

(44)

 

 

(44)

Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax

 

 

  

 

 

 

8,950

 

 

8,950

Currency translation adjustment

 

 

  

 

 

 

(34,616)

 

 

(34,616)

Cash dividends declared – $0.56 per share

 

 

  

 

 

(32,698)

 

 

 

(32,698)

Stock-based compensation activity

 

15

 

  

 

5,428

 

 

 

146

 

5,574

Purchase of shares for treasury

 

(191)

 

  

 

 

 

 

(25,119)

 

(25,119)

Other

 

 

  

 

(2,021)

 

2,074

 

 

 

53

Balance at June 30, 2022

 

57,922

$

9,858

$

465,624

$

3,160,920

$

(285,275)

$

(2,438,144)

$

912,983

7

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LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

Six Months Ended June 30, 

    

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES

 

  

  

Net income

$

259,262

$

253,853

Adjustments to reconcile Net income to Net cash provided by operating activities:

 

 

  

Rationalization and asset impairment net charges (Note 6)

 

1,134

 

(113)

Depreciation and amortization

 

43,212

 

39,759

Equity earnings in affiliates, net

 

(294)

 

(180)

Deferred income taxes

 

3,774

 

(21,772)

Stock-based compensation

 

16,615

 

16,340

Other, net

 

1,291

 

9,254

Changes in operating assets and liabilities, net of effects from acquisitions:

 

 

  

Increase in accounts receivable

 

(18,890)

 

(103,959)

Decrease (increase) in inventories

 

6,267

 

(112,594)

Increase in other current assets

 

(13,275)

 

(26,169)

Increase in trade accounts payable

 

1,566

 

44,252

Increase in other current liabilities

 

28,749

 

47,343

Net change in other assets and liabilities

 

(6,635)

 

(4,713)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

322,776

 

141,301

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

  

Capital expenditures

 

(40,552)

 

(34,602)

Acquisition of businesses, net of cash acquired

 

(32,657)

 

(22,095)

Proceeds from sale of property, plant and equipment

 

3,892

 

1,692

Purchase of marketable securities

 

(7,029)

 

NET CASH USED BY INVESTING ACTIVITIES

 

(76,346)

 

(55,005)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

  

(Payments on) proceeds from short-term borrowings

(72,224)

64,960

(Payments on) proceeds from long-term borrowings

 

(6,978)

 

6,869

Proceeds from exercise of stock options

 

12,010

 

1,417

Purchase of shares for treasury

 

(85,234)

 

(129,698)

Cash dividends paid to shareholders

 

(74,472)

 

(65,914)

NET CASH USED BY FINANCING ACTIVITIES

 

(226,898)

 

(122,366)

Effect of exchange rate changes on Cash and cash equivalents

 

3,801

 

(4,092)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

23,333

 

(40,162)

Cash and cash equivalents at beginning of period

 

197,150

 

192,958

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

220,483

$

152,796

See notes to these consolidated financial statements.

8

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Dollars in thousands, except per share amounts

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest (the “Company”) after elimination of all inter-company accounts, transactions and profits.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. However, in the opinion of management, these unaudited consolidated financial statements contain all the adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023.

The accompanying Condensed Consolidated Balance Sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Certain reclassifications have been made to the prior period amounts to conform to the current period presentation, none of which are material.

Turkey – Highly Inflationary Economy

Effective April 1, 2022, the financial statements of the Company’s Turkish operation are reported under highly inflationary accounting rules. As a result, the financial statements of the Company’s Turkish operation have been remeasured into the Company’s reporting currency (U.S. dollar) and the exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than “Accumulated other comprehensive loss” on the balance sheet. For the six months ended June 30, 2023, this impact was not significant to the Company’s results.

New Accounting Pronouncements:

This section provides a description of new accounting pronouncements (“Accounting Standards Updates” or “ASUs”) issued by the Financial Accounting Standards Board (“FASB”) that are applicable to the Company.

9

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

The following ASUs were adopted as of January 1, 2023:

Standard

Description

ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50), issued September 2022.

Requires disclosure about a company’s supplier finance program, including key terms, amount outstanding, assets pledged, as applicable, and presentation on the balance sheet. Refer to Note 15 for the impacts on the Company’s consolidated financial statements.

ASU No. 2021-08, Business Combinations (Subtopic 805), issued October 2021.

Requires the acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The adoption did not have a material impact on the Company’s consolidated financial statements.

The Company is currently evaluating the impact on its financial statements of the following ASU:

Standard

Description

ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50), issued September 2022.

Requires disclosure about a company’s supplier finance program, including a period-over-period balance roll forward. This requirement of the ASU is effective January 1, 2024 and should be applied prospectively.

NOTE 2 — REVENUE RECOGNITION

The following table presents the Company’s Net sales disaggregated by product line:

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2023

    

2022

    

2023

    

2022

Consumables

$

577,910

$

568,855

$

1,147,594

$

1,108,017

Equipment

 

482,655

 

400,734

 

952,314

 

787,020

Net sales

$

1,060,565

$

969,589

$

2,099,908

$

1,895,037

Consumable sales consist of welding, brazing and soldering filler metals. Equipment sales consist of arc welding, welding accessories, arc welding equipment, wire feeding systems, fume control equipment, plasma and oxy-fuel cutting systems, specialty gas regulators, and education solutions; as well as a comprehensive portfolio of automated solutions for joining, cutting, material handling, module assembly, and end of line testing. Consumable and Equipment products are sold within each of the Company’s operating segments.

Within the Equipment product line, there are certain customer contracts related to automation products that may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers or using expected cost plus margin. Less than 10% of the Company’s Net sales are recognized over time.

At June 30, 2023, the Company recorded $85,321 related to advance customer payments and $48,235 related to billings in excess of revenue recognized. These contract liabilities are included in Other current liabilities in the Condensed Consolidated Balance Sheets. At December 31, 2022, the balances related to advance customer payments and billings in excess of revenue recognized were $78,756 and $34,771, respectively. Substantially all of the Company’s contract liabilities are recognized within twelve months based on contract duration. The Company records an asset for contracts where it has recognized revenue, but has not yet invoiced the customer for goods or services. At June 30, 2023 and December 31, 2022, the Company recorded $49,310 and $35,252, respectively, related to these contract assets which are included in Other current assets in the Condensed Consolidated Balance Sheets. Contract asset amounts are expected to be billed within the next twelve months.

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

NOTE 3 — EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2023

 

2022

 

2023

 

2022

Numerator:

 

 

  

 

  

 

  

Net income

$

137,331

$

127,823

$

259,262

$

253,853

Denominator (shares in 000's):

 

 

 

 

Basic weighted average shares outstanding

 

57,479

 

58,016

 

57,537

 

58,311

Effect of dilutive securities - Stock options and awards

 

824

 

672

 

816

 

659

Diluted weighted average shares outstanding

 

58,303

 

58,688

 

58,353

 

58,970

Basic earnings per share

$

2.39

$

2.20

$

4.51

$

4.35

Diluted earnings per share

$

2.36

$

2.18

$

4.44

$

4.30

For the three months ended June 30, 2023 and 2022, common shares subject to equity-based awards of 76 and 62,987, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive. For the six months ended June 30, 2023 and 2022, common shares subject to equity-based awards of 115 and 108,497, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

NOTE 4 — ACQUISITIONS

On May 3, 2023, the Company acquired 100% ownership of Powermig Automação e Soldagem Ltda. (“Powermig”), a privately held automation engineering firm headquartered in Caxias do Sul, Rio Grande do Sul, in Brazil. The net purchase price was $29,572, net of cash acquired and it was accounted for as a business combination. In 2022, Powermig generated sales of approximately $15,000 (unaudited). Beginning May 3, 2023, the Company’s Consolidated Statement of Income includes the results of Powermig and was not material for the three months ended June 30, 2023. Powermig specializes in designing and engineering industrial welding automation solutions for the heavy industry and transportation sectors. The acquisition broadens the Company’s automation portfolio and capabilities.

On December 1, 2022, the Company acquired 100% ownership of Fori Automation, LLC (“Fori”) for an agreed upon purchase price of $427,000, which was adjusted for certain debt like obligations, for total purchase price consideration of $468,683, or $416,353 net of cash acquired, before final and customary adjustments. In 2022, the Company recognized $5,196 in acquisition costs related to Fori and were expensed as incurred. Fori is a leading designer and manufacturer of complex, multi-armed automated welding systems, with an extensive range of automated assembly systems, automated material handling solutions, automated large-scale, industrial guidance vehicles, and end of line testing systems. The acquisition of Fori extends the Company’s market presence within the automotive sector as well as its automation footprint in the International Welding segment. For the three and six months ended June 30, 2023, the Company’s Consolidated Statements of Income include the results of Fori, including Net Sales of $47,787 and $97,002, respectively, while net income for the period was not material.

The acquisition of Fori has been accounted for as a business combination which requires the assets and liabilities assumed be recognized at their respective fair values as of the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the acquisition date. These preliminary estimates are based on available information and may be revised during the measurement period, not to exceed 12 months from the acquisition date, as third-party valuations are finalized, further information becomes available and additional analyses are

11

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

performed. The Company does not expect any such revisions to have a material impact on the Company's preliminary purchase price allocation. As of and for the three and six months ended June 30, 2023, these revisions did not have a material impact on the Condensed Consolidated Balance Sheets or Consolidated Statement of Income.

Assets acquired and liabilities assumed

    

Preliminary Purchase Price Allocation

Cash and cash equivalents

$

52,330

Accounts receivable

 

64,439

Inventory

 

62,584

Property, plant and equipment (1)

 

36,863

Intangible assets (2)

 

69,928

Accounts payable

 

17,996

Net other assets and liabilities (3)

 

200,535

Total purchase price consideration

$

468,683

(1)

Property, plant and equipment acquired includes a number of manufacturing and distribution sites, including the related facilities, land and leased sites, and machinery and equipment for use in manufacturing operations.

(2)

Intangible asset balances of $22,000 and $18,778, respectively, were assigned to trade names and customer relationships (15 year weighted average useful life). Of the remaining amount, $24,900 was assigned to technology know-how (10 year weighted average useful life) and $4,250 was assigned to restrictive covenants (4 year weighted average life).

(3)

Consists primarily of goodwill of $246,133.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Fori. A portion of the goodwill is deductible for tax purposes.

On March 1, 2022, the Company acquired 100% ownership of Kestra Universal Soldas, Industria e Comercio, Imporacao e Exportacao Ltda. (“Kestra”), a privately held manufacturer headquartered in Atibaia, Sao Paulo State, Brazil. The net purchase price was $22,294, net of cash acquired and it was accounted for as a business combination. In 2022, the Company recognized $365 in acquisition costs related to Kestra and were expensed as incurred. Kestra manufactures and provides specialty welding consumables, wear plates and maintenance and repair services for alloy and wear-resistant products commonly used in mining, steel, agricultural and industrial mill applications. The acquisition broadens the Company’s specialty alloys portfolio and services.

The acquired companies discussed above are not material individually, or in the aggregate, to the actual or pro forma Consolidated Statements of Income or Consolidated Statements of Cash Flows; as such, pro forma information related to these acquisitions have not been presented.

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

NOTE 5 — SEGMENT INFORMATION

The Company’s business units are aligned into three operating segments. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global oxy-fuel cutting, soldering and brazing businesses as well as its retail business in the United States.

Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the adjusted earnings before interest and income taxes (“Adjusted EBIT”) profit measure. EBIT is defined as Operating income plus Other income (expense). EBIT is adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.

13

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

The following table presents Adjusted EBIT by segment:

The Harris

Americas

International

Products

Corporate /

    

Welding

    

Welding

    

Group

    

Eliminations

    

Consolidated

Three Months Ended June 30, 2023

 

  

 

  

 

  

 

  

 

  

Net sales

$

676,966

$

253,403

$

130,196

$

$

1,060,565

Inter-segment sales

 

30,850

8,292

2,867

(42,009)

Total

$

707,816

$

261,695

$

133,063

$

(42,009)

$

1,060,565

Adjusted EBIT

$

139,870

$

33,774

$

19,510

$

(2,183)

$

190,971

Special items charge (gain) (1)

 

2,957

3,255

6,212

EBIT

$

136,913

$

30,519

$

19,510

$

(2,183)

$

184,759

Interest income

814

Interest expense

(12,513)

Income before income taxes

 

 

 

$

173,060

Three Months Ended June 30, 2022

 

  

 

  

 

  

 

  

 

  

Net sales

$

595,659

$

236,629

$

137,301

$

$

969,589

Inter-segment sales

 

29,031

 

9,527

 

2,866

 

(41,424)

Total

$

624,690

$

246,156

$

140,167

$

(41,424)

$

969,589

Adjusted EBIT

$

118,067

$

35,009

$

17,922

$

(3,983)

$

167,015

Special items charge (gain) (2)

 

461

 

154

 

 

615

EBIT

$

117,606

$

34,855

$

17,922

$

(3,983)

$

166,400

Interest income

 

  

 

  

 

  

 

228

Interest expense

 

  

 

  

 

  

 

(6,687)

Income before income taxes

 

  

 

  

 

  

$

159,941

Six Months Ended June 30, 2023

 

 

  

Net sales

$

1,335,611

$

505,819

$

258,478

$

$

2,099,908

Inter-segment sales

 

63,168

 

15,045

 

5,764

 

(83,977)

Total

$

1,398,779

$

520,864

$

264,242

$

(83,977)

$

2,099,908

Adjusted EBIT

$

272,324

$

63,371

$

38,493

$

(11,586)

$

362,602

Special items charge (gain) (1)

 

5,742

 

3,557

 

 

9,299

EBIT

$

266,582

$

59,814

$

38,493

$

(11,586)

$

353,303

Interest income

 

  

 

  

 

  

 

1,668

Interest expense

 

  

 

  

 

  

 

(26,567)

Income before income taxes

 

  

 

  

 

  

$

328,404

Six Months Ended June 30, 2022

 

 

  

Net sales

$

1,129,714

$

494,670

$

270,653

$

$

1,895,037

Inter-segment sales

 

57,187

 

15,755

 

5,928

 

(78,870)

Total

$

1,186,901

$

510,425

$

276,581

$

(78,870)

$

1,895,037

Adjusted EBIT

$

229,635

$

72,096

$

37,520

$

(8,785)

$

330,466

Special items charge (gain) (2)

 

(3,274)

 

1,501

 

 

(1,773)

EBIT

$

232,909

$

70,595

$

37,520

$

(8,785)

$

332,239

Interest income

 

  

 

  

 

  

 

604

Interest expense

 

  

 

  

 

  

 

(13,261)

Income before income taxes

 

  

 

  

 

  

$

319,582

(1)In the three and six months ended June 30, 2023, special items include amortization of step up in value of acquired inventories of $2,957 and $5,742 in Americas Welding and $588 and $1,659 in International Welding, respectively, and Rationalization and asset impairment net charges of $2,667 and $3,544 in International Welding. In the six months ended, special items reflect a gain on asset disposal of $1,646 in International Welding.
(2)In the three and six months ended June 30, 2022, special items reflect Rationalization and asset impairment net gains of $998 in Americas Welding and net charges of $154 and $2,039, respectively, in International Welding and amortization of step up in value of acquired inventories of $1,459 in Americas Welding. In the six months ended June 30, 2022, special items reflect the final settlement related to the termination of a pension plan of $3,735 in Americas Welding.

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

NOTE 6 — RATIONALIZATION AND ASSET IMPAIRMENTS

The Company has rationalization plans within the International Welding segment. The plans include headcount restructuring and the consolidation of manufacturing operations to better align the Company’s cost structure with economic conditions and operating needs. At June 30, 2023, liabilities of $660 for International Welding were recognized in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet. The Company does not anticipate significant additional charges related to the completion of these plans.

The Company recorded Rationalization and asset impairment net charges of $3,544 and $1,041 in the six months ended June 30, 2023 and 2022, respectively. The charges are primarily related to restructuring activities.

The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital. The Company continues to evaluate its cost structure and additional rationalization actions may result in charges in future periods.

The following table summarizes the activity related to rationalization liabilities for the six months ended June 30, 2023:

    

    

Consolidated

Balance at December 31, 2022

$

2,207

Payments and other adjustments

 

(3,957)

Charged to expense

 

2,410

Balance at June 30, 2023

$

660

NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")

The following tables set forth the total changes in AOCI by component, net of taxes:

Three Months Ended June 30, 2023

Unrealized gain

(loss) on derivatives

designated and

Defined benefit

Currency

qualifying as cash

pension plan

translation

flow hedges

activity

adjustment

Total

Balance at March 31, 2023

$

23,040

$

(1,221)

$

(272,708)

$

(250,889)

Other comprehensive income (loss) before reclassification

 

(3,459)

20,957

17,498

Amounts reclassified from AOCI

 

(1,429)

1

(1,366)

(2,795)

Net current-period other comprehensive income (loss)

 

(4,888)

 

(1,366)

 

20,957

 

14,703

Balance at June 30, 2023

$

18,152

$

(2,587)

$

(251,751)

$

(236,186)

Three Months Ended June 30, 2022

Unrealized gain

(loss) on derivatives

designated and

Defined benefit

Currency

qualifying as cash

pension plan

translation

flow hedges

activity

adjustment

Total

Balance at March 31, 2022

$

13,449

$

(13,124)

$

(259,890)

$

(259,565)

Other comprehensive income (loss) before reclassification

 

9,439

 

 

(34,616)

 

(25,177)

Amounts reclassified from AOCI

 

(489)

1

 

(44)

 

 

(533)

Net current-period other comprehensive income (loss)

 

8,950

 

(44)

 

(34,616)

 

(25,710)

Balance at June 30, 2022

$

22,399

$

(13,168)

$

(294,506)

$

(285,275)

15

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

(1)During the three months ended June 30, 2023, the AOCI reclassification is a component of Net sales of $1,404 (net of tax of $480) and Cost of goods sold of $(25) (net of tax of $(18)); during the three months ended June 30, 2022, the reclassification is a component of Net sales of $122 (net of tax of $59) and Cost of goods sold of $(367) (net of tax of $(86)). See Note 13 to the consolidated financial statements for additional details.

Six Months Ended June 30, 2023

Unrealized gain

(loss) on derivatives

designated and

Defined benefit

Currency

qualifying as cash

pension plan

translation

flow hedges

activity

adjustment

Total

Balance at December 31, 2022

$

13,909

$

(1,781)

$

(287,526)

$

(275,398)

Other comprehensive income before reclassification

 

6,675

35,775

42,450

Amounts reclassified from AOCI

 

(2,432)

1

(806)

(3,238)

Net current-period other comprehensive income (loss)

 

4,243

 

(806)

 

35,775

 

39,212

Balance at June 30, 2023

$

18,152

$

(2,587)

$

(251,751)

$

(236,186)

Six Months Ended June 30, 2022

Unrealized gain

(loss) on derivatives

designated and

Defined benefit

Currency

qualifying as cash

pension plan

translation

flow hedges

activity

adjustment

Total

Balance at December 31, 2021

$

8,094

$

(13,231)

$

(252,442)

$

(257,579)

Other comprehensive income (loss) before reclassification

 

15,288

 

 

(42,064)

 

(26,776)

Amounts reclassified from AOCI

 

(983)

1

 

63

 

 

(920)

Net current-period other comprehensive income (loss)

 

14,305

 

63

 

(42,064)

 

(27,696)

Balance at June 30, 2022

$

22,399

$

(13,168)

$

(294,506)

$

(285,275)

(1)During the six months ended June 30, 2023, the AOCI reclassification is a component of Net sales of $2,269 (net of tax of $821) and Cost of goods sold of $(163) (net of tax of $(61)); during the six months ended June 30, 2022, the reclassification is a component of Net sales of $254 (net of tax of $107) and Cost of goods sold of $(729) (net of tax of $(179)). See Note 13 to the consolidated financial statements for additional details.

16

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

NOTE 8 — INVENTORIES

Inventories in the Condensed Consolidated Balance Sheets are comprised of the following components:

    

    

June 30, 2023

    

December 31, 2022

Raw materials

$

179,968

$

181,076

Work-in-process

 

175,080

 

164,778

Finished goods

 

319,706

 

319,597

Total

$

674,754

$

665,451

At June 30, 2023 and December 31, 2022, approximately 35% and 38%, respectively, of total inventories were valued using the last-in, first-out ("LIFO") method. The excess of current cost over LIFO cost was $136,411 and $133,909 at June 30, 2023 and December 31, 2022, respectively.

NOTE 9 — LEASES

The table below summarizes the right-of-use assets and lease liabilities in the Company’s Condensed Consolidated Balance sheets:

Operating Leases

    

Balance Sheet Classification

    

June 30, 2023

    

December 31, 2022

Right-of-use assets

 

Other assets

$

52,563

$

44,810

Current liabilities

 

Other current liabilities

$

11,538

$

10,378

Noncurrent liabilities

 

Other liabilities

 

42,604

 

35,945

Total lease liabilities

 

  

$

54,142

$

46,323

Total lease expense, which is included in Cost of goods sold and Selling, general & administrative expenses in the Company’s Consolidated Statements of Income, was $5,322 and $11,173 in the three and six months ended June 30, 2023 and $5,862 and $11,061 in the three and six months ended June 30, 2022, respectively. Cash paid for amounts included in the measurement of lease liabilities for the three and six months ended June 30, 2023, respectively, were $3,077 and $6,222 and are included in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows. Cash paid for amounts included in the measurement of lease liabilities for the three and six months ended June 30, 2022, respectively, were $2,984 and $6,171 and are included in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows. Right-of-use assets obtained in exchange for operating lease liabilities were $1,438 and $5,334 during the three and six months ended June 30, 2023 and $742 and $3,479 for the three and six months ended June 30, 2022, respectively.

17

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

The total future minimum lease payments for noncancelable operating leases were as follows:

    

June 30, 2023

2023

$

7,547

2024

 

12,412

2025

 

9,479

2026

 

7,791

2027

 

6,012

After 2027

 

18,771

Total lease payments

$

62,012

Less: Imputed interest

 

7,870

Operating lease liabilities

$

54,142

As of June 30, 2023, the weighted average remaining lease term is 7.5 years and the weighted average discount rate used to determine the operating lease liability is 3.3%.

NOTE 10 — DEBT

Revolving Credit Agreements

On April 23, 2021, the Company amended and restated the agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“Credit Agreement”). The Credit Agreement has a line of credit totaling $500,000, has a term of 5 years with a maturity date of April 23, 2026 and may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $150,000. On March 8, 2023, the Credit Agreement was amended to replace the LIBOR rate to a term secured overnight finance rate (“SOFR”); as such, the interest rate on borrowings is based on SOFR plus a spread of 0.85% to 1.85% based on (1) the Company’s net leverage ratio and (2) a credit spread adjustment. The Credit Agreement contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of June 30, 2023, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Credit Agreement.

The Company has other lines of credit and debt agreements totaling $85,242. As of June 30, 2023, the Company was in compliance with all of its covenants and had outstanding debt under short-term lines of credit of $10,406.

Senior Unsecured Notes

On April 1, 2015 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the "Notes") through a private placement. The 2015 Notes and 2016 Notes each have an aggregate principal amount of $350,000, comprised of four different series ranging from $50,000 to $100,000, with maturity dates ranging from August 20, 2025 through April 1, 2045, and interest rates ranging from 2.75% to 4.02%. Interest on the Notes is paid semi-annually. The Company’s total weighted average effective interest rate and remaining weighted average tenure of the Notes is 3.3% and 10.9 years, respectively. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of June 30, 2023, the Company was in compliance with all of its debt covenants relating to the Notes.

18

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

Shelf Agreements

On November 27, 2018, the Company entered into seven uncommitted master note facilities (the "Shelf Agreements") that allow borrowings up to $700,000 in the aggregate. The Shelf Agreements have a term of 5 years and the average life of borrowings cannot exceed 15 years. The Company is required to comply with covenants similar to those contained in the Notes. As of June 30, 2023, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Shelf Agreements.

Term Loan

On November 29, 2022, the Company entered into a term loan in the aggregate principal amount of $400,000 (the “Term Loan”), which was borrowed in full. The Term Loan matures on November 29, 2025. The Term Loan bears an interest at a rate based on SOFR, plus a margin ranging from 0.75% to 1.75% based on the Company’s consolidated net leverage ratio. The proceeds of the Term Loan were used to pay a portion of the purchase price in connection with the acquisition of Fori. As of June 30, 2023, the Company was in compliance with all of its covenants.

In March 2023, the Company entered into interest rate swap agreements to effectively convert the interest rate on $150,000 of the Term Loan from a variable rate to a fixed rate.

Fair Value of Debt

At June 30, 2023 and December 31, 2022, the fair value of long-term debt, including the current portion, was approximately $1,006,609 and $1,009,020, respectively, which was determined using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $1,104,223 and $1,121,435, respectively. Since judgment is required in interpreting market information, the fair value of the debt is not necessarily the amount which could be realized in a current market exchange.

NOTE 11 — OTHER INCOME (EXPENSE)

The components of Other income (expense) were as follows:

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2023

    

2022

    

2023

    

2022

Equity earnings in affiliates

$

106

 

$

67

$

294

$

180

Other components of net periodic pension (cost) income (1)

 

(280)

 

 

53

 

(614)

 

3,900

Other income (expense) (2)

 

6,920

 

 

(1,253)

 

11,246

 

(580)

Total Other income (expense)

$

6,746

 

$

(1,133)

$

10,926

$

3,500

(1)In 2022, Other components of net periodic pension (cost) income includes pension settlements and curtailments.
(2)In 2023, Other income (expense) primarily relates to non-recurring items such as royalty and other non-operating gains.

NOTE 12 — INCOME TAXES

The Company recognized $69,142 of tax expense on pretax income of $328,404, resulting in an effective income tax rate of 21.1% for the six months ended June 30, 2023. The effective income tax rate was 20.6% for the six months ended June 30, 2022.

19

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

The effective tax rate was slightly higher for the six months ended June 30, 2023, as compared with the same period in 2022, primarily due to mix of earnings and discrete tax items.

As of June 30, 2023, the Company had $13,435 of unrecognized tax benefits. If recognized, approximately $10,339 would be reflected as a component of income tax expense.

The Company files income tax returns in the U.S. and various state, local and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2018. The Company is currently subject to U.S., various state and non-U.S. income tax audits.

Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including progress of tax audits and closing of statutes of limitations. Based on information currently available, management believes that additional audit activity could be completed and/or statutes of limitations may close relating to existing unrecognized tax benefits. It is reasonably possible there could be a reduction of $1,295 in previously unrecognized tax benefits by the end of the second quarter 2024.

NOTE 13 — DERIVATIVES

The Company uses derivative instruments to manage exposures to currency exchange rates, interest rates and commodity prices arising in the normal course of business. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. Hedge ineffectiveness was immaterial in the three and six months ended June 30, 2023 and 2022.

The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with any individual counterparty was considered significant at June 30, 2023. The Company does not expect any counterparties to fail to meet their obligations.

Cash Flow Hedges

Certain foreign currency forward contracts are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of these short-term contracts was $67,912 at June 30, 2023 and $66,296 at December 31, 2022.

The Company has interest rate forward starting swap agreements that are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of the long-term contracts was $100,000 at June 30, 2023 and December 31, 2022 and have a termination date of August 2025.

The Company has commodity contracts with a notional amount of 225,000 pounds and 875,000 pounds at June 30, 2023 and December 31, 2022, respectively, which are qualified and designated as cash flow hedges.

In March 2023, the Company entered into interest rate swap agreements, which were qualified and designated as cash flow hedges, with an aggregate notional amount of $150,000. The interest rate swaps will effectively convert the interest rate on $150,000 of the Term Loan discussed in Note 10 from a variable rate based on one-month SOFR to a fixed rate.

Net Investment Hedges

The Company has foreign currency forward contracts that qualify and are designated as net investment hedges. The dollar equivalent gross notional amount of these contracts was $90,561 at June 30, 2023 and $88,843 at December 31, 2022.

20

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

Derivatives Not Designated as Hedging Instruments

The Company has certain foreign exchange forward contracts that are not designated as hedges. These derivatives are held as economic hedges of certain balance sheet exposures. The dollar equivalent gross notional amount of these contracts was $439,732 and $380,443 at June 30, 2023 and December 31, 2022, respectively.

Fair values of derivative instruments in the Company’s Condensed Consolidated Balance Sheets follow:

June 30, 2023

December 31, 2022

Other

Other

Other

Other

Current

Current

Other

Other

Current

Current

Other

Other

Derivatives by hedge designation

Assets

    

Liabilities

    

Assets

    

Liabilities

    

Assets

    

Liabilities

    

Assets

    

Liabilities

Designated as hedging instruments:

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Foreign exchange contracts

$

4,070

$

808

$

$

$

1,467

$

738

$

$

Interest rate swap agreements

 

 

3,441

 

 

 

 

Forward starting swap agreements

18,976

19,291

Net investment contracts

400

2,229

Commodity contracts

8

43

181

33

Not designated as hedging instruments:

 

Foreign exchange contracts

 

2,804

2,085

 

2,348

 

790

 

 

Total derivatives

$

7,282

$

2,936

$

22,417

$

$

3,996

$

3,790

$

19,291

$

The effects of undesignated derivative instruments on the Company’s Consolidated Statements of Income consisted of the following:

    

    

Three Months Ended June 30, 

    

Six Months Ended June 30, 

Derivatives by hedge designation

    

Classification of gain (loss)

    

2023

    

2022

    

2023

    

2022

Not designated as hedges:

  

  

 

  

  

 

  

Foreign exchange contracts

Selling, general
& administrative expenses

$

5,080

$

(1,359)

$

11,770

$

538

The effects of designated hedges on AOCI and the Company’s Consolidated Statements of Income consisted of the following:

    

    

Total gain (loss) recognized in AOCI, net of tax

    

June 30, 2023

    

December 31, 2022

    

Foreign exchange contracts

$

2,457

$

627

Interest rate swap agreements

2,553

Forward starting swap agreements

13,144

13,191

Net investment contracts

8,117

 

9,440

Commodity contracts

 

(2)

 

91

The Company expects a gain of $2,455 related to existing contracts to be reclassified from AOCI, net of tax, to earnings over the next 12 months as the hedged transactions are realized.

    

    

Three Months Ended June 30, 

    

Six Months Ended June 30, 

Gain recognized in the

Derivative type

    

Consolidated Statements of Income:

    

2023

    

2022

    

2023

    

2022

Foreign exchange contracts

 

Sales

$

1,884

$

181

$

3,090

$

361

 

Cost of goods sold

 

27

 

343

 

28

 

628

Commodity contracts

Cost of goods sold

16

110

196

280

21

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

NOTE 14 - FAIR VALUE

The following table provides a summary of assets and liabilities as of June 30, 2023, measured at fair value on a recurring basis:

    

    

Quoted Prices in

    

    

Active Markets for

Identical Assets or

Significant Other

Significant

Balance as of

Liabilities

Observable Inputs

Unobservable

Description

    

June 30, 2023

    

(Level 1)

    

(Level 2)

    

Inputs (Level 3)

Assets:

 

  

 

  

 

  

 

  

Foreign exchange contracts

$

6,874

$

$

6,874

$

Net investment contracts

400

400

Commodity contracts

8

8

Interest rate swap agreements

3,441

3,441

Forward starting swap agreements

 

18,976

 

 

18,976

 

Pension surplus

51,397

51,397

Total assets

$

81,096

$

51,397

$

29,699

$

Liabilities:

 

  

 

  

 

  

 

  

Foreign exchange contracts

$

2,893

$

$

2,893

$

Commodity contracts

43

43

Deferred compensation

 

39,376

 

 

39,376

 

Total liabilities

$

42,312

$

$

42,312

$

The following table provides a summary of assets and liabilities as of December 31, 2022, measured at fair value on a recurring basis:

    

    

Quoted Prices in

    

    

Active Markets for

Identical Assets or

Significant Other

Significant

Balance as of

Liabilities

Observable Inputs

Unobservable

Description

    

December 31, 2022

    

(Level 1)

    

(Level 2)

    

Inputs (Level 3)

Assets:

 

  

 

  

 

  

 

  

Foreign exchange contracts

$

3,815

$

$

3,815

$

Commodity contracts

181

181

Forward starting swap agreements

19,291

19,291

Pension Surplus

 

56,418

 

56,418

 

 

Total assets

$

79,705

$

56,418

$

23,287

$

Liabilities:

 

  

 

  

 

  

 

  

Foreign exchange contracts

$

1,528

$

$

1,528

$

Net investment contracts

 

2,229

 

 

2,229

 

Commodity contracts

 

33

 

 

33

 

Deferred compensation

 

39,090

 

 

39,090

 

Total liabilities

$

42,880

$

$

42,880

$

The Company’s derivative contracts are valued at fair value using the market approach. The Company measures the fair value of foreign exchange contracts, forward starting swap agreements, net investment contracts and interest rate swap agreements using Level 2 inputs based on observable spot and forward rates in active markets.

22

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

The deferred compensation liability is the Company’s obligation under its executive deferred compensation plan. The Company measures the fair value of the liability using the market values of the participants’ underlying investment fund elections.

The fair value of Cash and cash equivalents, Marketable securities, Accounts receivable, Short-term debt excluding the current portion of long-term debt and Trade accounts payable approximated book value due to the short-term nature of these instruments at both June 30, 2023 and December 31, 2022.

The fair value of the Company’s pension surplus assets are based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The pension surplus assets are invested in money market and short-term duration bond funds at June 30, 2023.

The Company has various financial instruments, including cash and cash equivalents, short and long-term debt and forward contracts. While these financial instruments are subject to concentrations of credit risk, the Company has minimized this risk by entering into arrangements with a number of major banks and financial institutions and investing in several high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations.

NOTE 15 – SUPPLIER FINANCING PROGRAM

The Company’s suppliers, at the supplier’s sole discretion, are able to factor receivables due from the Company to a financial institution on terms directly negotiated with the financial institution without affecting the Company’s balance sheet classification of the corresponding payable. The Company pays the financial institution the stated amount of the confirmed invoices from its designated suppliers on the original maturity dates of the invoices. Invoices with suppliers have terms between 120 and 180 days. The Company does not provide secured legal assets or other forms of guarantees under the arrangement and has no involvement in establishing the terms or conditions of the arrangement between its suppliers and the financial institution. The amounts due to the financial institution for suppliers that participate in the supplier financing program are included in Accounts payable on the Company’s Consolidated Balance Sheets, and the associated payments are included in operating activities in the Consolidated Statements of Cash Flows. At June 30, 2023 and December 31, 2022, Accounts payable included $37,022 and $33,475, respectively, payable to suppliers that have elected to participate in the supplier financing program.

(1)

23

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands, except per share amounts)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with the Company’s unaudited consolidated financial statements and other financial information included elsewhere in this Quarterly Report on Form 10-Q.

General

The Company is the world’s largest designer and manufacturer of arc welding and cutting products, manufacturing a broad line of arc welding equipment, consumable welding products and other welding and cutting products. Welding products include arc welding power sources, computer numerical control and plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes, welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing. In addition, the Company has a leading global position in the brazing and soldering alloys market.

The Company’s products are sold in both domestic and international markets. In the Americas, products are sold principally through industrial distributors, retailers and directly to users of welding products. Outside of the Americas, the Company has an international sales organization comprised of Company employees and agents who sell products from the Company’s various manufacturing sites to distributors and product users.

The Company’s business units are aligned into three operating segments. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global oxy-fuel cutting, soldering and brazing businesses as well as its retail business in the United States.

On December 1, 2022, the Company acquired 100% ownership of Fori Automation, LLC (“Fori”) for an agreed upon purchase price of $427,000, which was adjusted for certain debt like obligations. The Company funded the transaction with available cash on hand and a $400,000 senior unsecured term loan. Fori is a leading designer and manufacturer of complex, multi-armed automated welding systems, with an extensive range of automated assembly systems, automated material handling solutions, automated large-scale, industrial guidance vehicles, and end of line testing systems. The Fori acquisition will extend the Company’s market presence within the automotive sector as well as its automation footprint in the International Welding segment.

On July 21, 2023, Christopher L. Mapes, the Company’s President and Chief Executive Officer and Chairman of the Board of Directors, notified the Company of his intention to retire from his position as President and Chief Executive Officer effective as of the close of business on December 31, 2023.  After December 31, 2023, Mr. Mapes will be designated Executive Chairman of the Board.  In connection with Mr. Mapes’ notification of his retirement, the Board elected Steven B. Hedlund, as President and Chief Executive Officer of the Company, effective as of January 1, 2024 (the “Transition Date”).  Mr. Mapes will remain principal executive officer until the close of business on December 31, 2023, and Mr. Hedlund will succeed Mr. Mapes as principal executive officer as of the Transition Date.

24

Table of Contents

Results of Operations

The following table shows the Company’s results of operations:

Three Months Ended June 30, 

 

Favorable  (Unfavorable) 

 

2023

2022

2023 vs. 2022

Amount

    

% of Sales

    

Amount

    

% of Sales

    

$

    

%

 

Net sales

$

1,060,565

$

969,589

 

$

90,976

 

9.4

%

Cost of goods sold

 

687,137

 

 

636,108

 

  

(51,029)

 

(8.0)

%

Gross profit

 

373,428

 

35.2

%

 

333,481

 

34.4

%

 

39,947

 

12.0

%

Selling, general & administrative expenses

 

192,748

 

18.2

%

 

166,792

 

17.2

%

 

(25,956)

 

(15.6)

%

Rationalization and asset impairment charges

 

2,667

 

0.3

%

 

(844)

 

(0.1)

%

  

(3,511)

 

(416.0)

%

Operating income

 

178,013

 

16.8

%

 

167,533

 

17.3

%

 

10,480

 

6.3

%

Interest expense, net

 

11,699

 

 

6,459

 

 

(5,240)

 

(81.1)

%

Other income (expense)

 

6,746

 

 

(1,133)

 

  

7,879

 

695.4

%

Income before income taxes

 

173,060

 

16.3

%

 

159,941

 

16.5

%

 

13,119

 

8.2

%

Income taxes

 

35,729

 

 

32,118

 

 

(3,611)

 

(11.2)

%

Effective tax rate

 

20.6

%  

 

 

20.1

%  

  

(0.5)

%  

Net income

$

137,331

 

12.9

%

$

127,823

 

13.2

%

$

9,508

 

7.4

%

Diluted earnings per share

$

2.36

$

2.18

 

  

$

0.18

 

8.3

%

Six Months Ended June 30, 

 

Favorable  (Unfavorable) 

 

2023

2022

2023 vs. 2022

Amount

    

% of Sales

    

Amount

    

% of Sales

    

$

    

%

 

Net sales

$

2,099,908

$

1,895,037

 

$

204,871

 

10.8

%

Cost of goods sold

 

1,371,123

 

 

1,231,779

 

  

(139,344)

 

(11.3)

%

Gross profit

 

728,785

 

34.7

%

 

663,258

 

35.0

%

 

65,527

 

9.9

%

Selling, general & administrative expenses

 

382,864

 

18.2

%

 

333,478

 

17.6

%

 

(49,386)

 

(14.8)

%

Rationalization and asset impairment charges

 

3,544

 

0.2

%

 

1,041

 

0.1

%

  

(2,503)

 

(240.4)

%

Operating income

 

342,377

 

16.3

%

 

328,739

 

17.3

%

 

13,638

 

4.1

%

Interest expense, net

 

24,899

 

 

12,657

 

 

(12,242)

 

(96.7)

%

Other income

 

10,926

 

 

3,500

 

  

7,426

 

212.2

%

Income before income taxes

 

328,404

 

15.6

%

 

319,582

 

16.9

%

 

8,822

 

2.8

%

Income taxes

 

69,142

 

 

65,729

 

 

(3,413)

 

(5.2)

%

Effective tax rate

 

21.1

%  

 

 

20.6

%  

  

(0.5)

%  

Net income

$

259,262

 

12.3

%

$

253,853

 

13.4

%

$

5,409

 

2.1

%

Diluted earnings per share

$

4.44

$

4.30

 

  

$

0.14

 

3.3

%

Net Sales:

The following table summarizes the impact of volume, acquisitions, price and foreign currency exchange rates on Net sales on a consolidated basis:

Three Months Ended June 30, 

    

    

Change in Net Sales due to:

    

 

Net Sales

Foreign

Net Sales

    

2022

    

Volume

    

Acquisitions

    

Price

    

Exchange

    

2023

 

Lincoln Electric Holdings, Inc.

$

969,589

$

34,537

$

49,956

$

8,381

 

$

(1,898)

$

1,060,565

% Change

 

  

 

  

 

  

 

  

 

  

Lincoln Electric Holdings, Inc.

 

3.6

%

 

5.2

%  

 

0.9

%  

(0.2)

%

9.4

%

25

Table of Contents

Six Months Ended June 30, 

    

    

Change in Net Sales due to:

    

 

Net Sales

Foreign

Net Sales

    

2022

    

Volume

    

Acquisitions

    

Price

    

Exchange

    

2023

 

Lincoln Electric Holdings, Inc.

$

1,895,037

$

73,513

$

102,561

$

48,514

 

$

(19,717)

$

2,099,908

% Change

 

  

 

  

 

  

 

  

 

  

Lincoln Electric Holdings, Inc.

 

3.9

%

 

5.4

%  

 

2.6

%  

(1.0)

%

10.8

%

Net sales increased in the three and six months ended June 30, 2023 driven by higher demand levels, increased product pricing as a result of higher input costs, and the impact of acquisitions, partially offset by unfavorable foreign exchange.

Gross Profit:

Gross profit increased for the three and six months ended June 30, 2023 driven by higher volumes and pricing actions taken to offset higher inputs costs. Last-in, first-out (“LIFO”) charges were $310 and $2,502 in the three and six months ended June 30, 2023, respectively, as compared with charges of $10,424 and $17,312, respectively, in the same 2022 periods.

Selling, General & Administrative ("SG&A") Expenses:

SG&A expenses increased for the three and six months ended June 30, 2023 as compared to the same 2022 periods, primarily due to acquisitions and higher employee-related costs.

Income Taxes:

The effective tax rate was slightly higher for the three and six months ended June 30, 2023 as compared to the same periods in 2022, primarily due to mix of earnings and discrete tax items.

Segment Results

Three Months Ended June 30, 

    

Change in Net Sales due to:

    

    

 

Net Sales

Foreign

Net Sales

2022

  

Volume (1)

  

Acquisitions (2)

  

Price (3)

  

 Exchange (4)

  

2023

Operating Segments

Americas Welding

$

595,659

$

34,384

$

43,947

$

5,974

 

$

(2,998)

$

676,966

International Welding

236,629

 

9,006

 

6,009

 

999

 

760

 

253,403

The Harris Products Group

137,301

 

(8,853)

 

 

1,408

 

340

 

130,196

% Change

  

 

  

 

  

 

  

 

  

 

  

Americas Welding

5.8

%

 

7.4

%

1.0

%

(0.5)

%

13.6

%

International Welding

3.8

%

 

2.5

%

0.4

%

0.3

%

7.1

%

The Harris Products Group

(6.4)

%

 

1.0

%

0.2

%

(5.2)

%

Six Months Ended June 30, 

    

Change in Net Sales due to:

    

    

 

Net Sales

    

Foreign

    

Net Sales

 

2022

Volume (1)

  

Acquisitions (2)

  

Price (3)

  

 Exchange (4)

2023

Operating Segments

Americas Welding

$

1,129,714

$

93,034

$

89,196

$

30,673

 

$

(7,006)

$

1,335,611

International Welding

494,670

 

(5,651)

 

13,365

 

15,868

 

(12,433)

 

505,819

The Harris Products Group

270,653

 

(13,870)

 

 

1,973

 

(278)

 

258,478

% Change

  

 

  

 

  

 

  

 

  

 

  

Americas Welding

8.2

%

 

7.9

%

2.7

%

(0.6)

%

18.2

%

International Welding

(1.1)

%

 

2.7

%

3.2

%

(2.5)

%

2.3

%

The Harris Products Group

(5.1)

%

 

0.7

%

(0.1)

%

(4.5)

%

26

Table of Contents

(1)Increase for the three and six months ended June 30, 2023 for Americas Welding due to higher volumes in all product groups. Increase for the three months ended June 30, 2023 for International Welding due to higher volumes in all product groups. Decrease for the six months ended June 30, 2023 for International Welding due to challenging prior year comparisons. Decreases in The Harris Products Group due to lower retail volumes.
(2)Increase for the three and six months ended June 30, 2023 for Americas Welding and International Welding due to the acquisitions discussed in Note 4 to the consolidated financial statements.
(3)Increase for the three and six months ended June 30, 2023 for all segments reflects increased product pricing to offset higher input costs.
(4)Decrease for the six months ended June 30, 2023 in International Welding primarily due to the Turkish Lira and the Euro.

Adjusted Earnings Before Interest and Income Taxes:

Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the Adjusted EBIT profit measure. EBIT is defined as Operating income plus Other income (expense). EBIT is adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.

27

Table of Contents

The following table presents Adjusted EBIT by segment:

Favorable (Unfavorable) 

 

Three Months Ended June 30, 

2023 vs. 2022

 

    

2023

    

2022

    

$

    

%

 

Americas Welding:

 

  

 

  

 

  

  

Net sales

$

676,966

$

595,659

$

81,307

13.6

%

Inter-segment sales

 

30,850

 

29,031

 

1,819

6.3

%

Total Sales

$

707,816

$

624,690

83,126

13.3

%

Adjusted EBIT (4)

$

139,870

$

118,067

21,803

18.5

%

As a percent of total sales (1)

 

19.8

%  

 

18.9

%  

0.9

%

International Welding:

 

 

  

  

  

Net sales

$

253,403

$

236,629

16,774

7.1

%

Inter-segment sales

 

8,292

 

9,527

(1,235)

(13.0)

%

Total Sales

$

261,695

$

246,156

15,539

6.3

%

Adjusted EBIT (5)

$

33,774

$

35,009

(1,235)

(3.5)

%

As a percent of total sales (2)

 

12.9

%  

 

14.2

%  

(1.3)

%

The Harris Products Group:

 

 

  

  

  

Net sales

$

130,196

$

137,301

(7,105)

(5.2)

%

Inter-segment sales

 

2,867

 

2,866

1

0.0

%

Total Sales

$

133,063

$

140,167

(7,104)

(5.1)

%

Adjusted EBIT

$

19,510

$

17,922

1,588

8.9

%

As a percent of total sales (3)

 

14.7

%  

 

12.8

%  

1.9

%

Corporate / Eliminations:

 

 

  

  

  

Inter-segment sales

$

(42,009)

$

(41,424)

(585)

(1.4)

%

Adjusted EBIT

 

(2,183)

 

(3,983)

1,800

45.2

%

Consolidated:

 

 

  

  

  

Net sales

$

1,060,565

$

969,589

90,976

9.4

%

Net income

$

137,331

$

127,823

9,508

7.4

%

As a percent of total sales

 

12.9

%  

 

13.2

%  

(0.3)

%

Adjusted EBIT (6)

$

190,971

$

167,015

23,956

14.3

%

As a percent of sales

 

18.0

%  

 

17.2

%  

 

0.8

%

(1)Increase for the three months ended June 30, 2023 as compared to June 30, 2022 primarily driven by higher volumes and pricing actions taken to offset higher inputs costs, offset by acquisition impacts.
(2)Decrease for the three months ended June 30, 2023 as compared to June 30, 2022 primarily driven by challenging prior year comparisons.
(3)Increase for the three months ended June 30, 2023 as compared to June 30, 2022 primarily reflects effective cost management and operational efficiency from integration activities.
(4)The three months ended June 30, 2023 exclude the amortization of the step up in value of acquired inventories of $2,957 as discussed in Note 4 to the consolidated financial statements. The three months ended June 30, 2022 exclude the amortization of step up in value of acquired inventories of $1,459 related to an acquisition as discussed in Note 4 to the consolidated financial statements and Rationalization and asset impairment net gains of $998 as discussed in Note 6 to the consolidated financial statements.
(5)The three months ended June 30, 2023 exclude Rationalization and asset impairment net charges of $2,667 primarily due to restructuring activities as discussed in Note 6 to the consolidated financial statements and the amortization of the step up in value of acquired inventories of $588 as discussed in Note 4 to the consolidated financial statements. The three months ended June 30, 2022 exclude Rationalization and asset impairment charges of $154 as discussed in Note 6 to the consolidated financial statements.
(6)See non-GAAP Financial Measures for a reconciliation of Net income as reported and Adjusted EBIT.

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Table of Contents

    

    

 

    

Favorable (Unfavorable) 

 

Six Months Ended June 30, 

2023 vs. 2022

 

    

2023

    

2022

    

$

    

%

 

    

Americas Welding:

 

  

 

  

 

  

  

 

Net sales

$

1,335,611

$

1,129,714

$

205,897

18.2

%

Inter-segment sales

 

63,168

 

57,187

 

5,981

10.5

%

Total Sales

$

1,398,779

$

1,186,901

211,878

17.9

%

Adjusted EBIT (4)

$

272,324

$

229,635

42,689

18.6

%

As a percent of total sales (1)

 

19.5

%  

 

19.3

%  

0.2

%

International Welding:

 

 

  

  

Net sales

$

505,819

$

494,670

11,149

2.3

%

Inter-segment sales

 

15,045

 

15,755

(710)

(4.5)

%

Total Sales

$

520,864

$

510,425

10,439

2.0

%

Adjusted EBIT (5)

$

63,371

$

72,096

(8,725)

(12.1)

%

As a percent of total sales (2)

 

12.2

%  

 

14.1

%  

(1.9)

%

The Harris Products Group:

 

 

  

  

Net sales

$

258,478

$

270,653

(12,175)

(4.5)

%

Inter-segment sales

 

5,764

 

5,928

(164)

(2.8)

%

Total Sales

$

264,242

$

276,581

(12,339)

(4.5)

%

Adjusted EBIT

$

38,493

$

37,520

973

2.6

%

As a percent of total sales (3)

 

14.6

%  

 

13.6

%  

1.0

%

Corporate / Eliminations:

 

 

  

  

Inter-segment sales

$

(83,977)

$

(78,870)

(5,107)

(6.5)

%

Adjusted EBIT

 

(11,586)

 

(8,785)

(2,801)

(31.9)

%

Consolidated:

 

 

  

  

Net sales

$

2,099,908

$

1,895,037

204,871

10.8

%

Net income

$

259,262

$

253,853

5,409

2.1

%

As a percent of total sales

 

12.3

%  

 

13.4

%  

(1.1)

%

Adjusted EBIT (6)

$

362,602

$

330,466

32,136

9.7

%

As a percent of sales

 

17.3

%  

 

17.4

%  

 

(0.1)

%

(1)Increase for the six months ended June 30, 2023 as compared to June 30, 2022 primarily driven by higher volumes and pricing actions taken to offset higher inputs costs, offset by acquisition impacts.
(2)Decrease for the six months ended June 30, 2023 as compared to June 30, 2022 primarily driven by challenging prior year comparisons.
(3)Increase for the six months ended June 30, 2023 as compared to June 30, 2022 primarily reflects effective cost management and operational efficiency from integration activities.
(4)The six months ended June 30, 2023 exclude the amortization of the step up in value of acquired inventories of $5,742 as discussed in Note 4 to the consolidated financial statements. The six months ended June 30, 2022 exclude a favorable adjustment related to the termination of a pension plan of $3,735, the amortization of step up in value of acquired inventories of $1,459 as discussed in Note 4 to the consolidated financial statements and Rationalization and asset impairment net gains of $998 as discussed in Note 6 to the consolidated financial statements.
(5)The six months ended June 30, 2023 exclude Rationalization and asset impairment net charges of $3,544 primarily due to restructuring activities as discussed in Note 6 to the consolidated financial statements, the amortization of the step up in value of acquired inventories of $1,659 as discussed in Note 4 to the consolidated financial statements and a gain on asset disposal of $1,646. The six months ended June 30, 2022 exclude Rationalization and asset impairment charges of $2,039 as discussed in Note 6 to the consolidated financial statements.
(6)See non-GAAP Financial Measures for a reconciliation of Net income as reported and Adjusted EBIT.

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Table of Contents

Non-GAAP Financial Measures

The Company reviews Adjusted operating income, Adjusted net income, Adjusted EBIT, Adjusted effective tax rate, Adjusted diluted earnings per share (“EPS”), Adjusted return on invested capital (“Adjusted ROIC”), Adjusted net operating profit after taxes, Cash conversion and Organic sales, all non-GAAP financial measures, in assessing and evaluating the Company’s underlying operating performance. These non-GAAP financial measures exclude the impact of special items on the Company’s reported financial results. Non-GAAP financial measures should be read in conjunction with the generally accepted accounting principles in the United States ("GAAP") financial measures, as non-GAAP measures are a supplement to, and not a replacement for, GAAP financial measures.

The following table presents the reconciliations of Operating income as reported to Adjusted operating income, Net income as reported to Adjusted net income and Adjusted EBIT, Effective tax rate as reported to Adjusted effective tax rate and Diluted earnings per share as reported to Adjusted diluted earnings per share:

    

Three Months Ended June 30, 

    

Six Months Ended June 30, 

 

    

2023

    

2022

    

2023

    

2022

 

Operating income as reported

$

178,013

$

167,533

$

342,377

$

328,739

Special items (pre-tax):

 

  

 

  

 

  

 

  

Rationalization and asset impairment charges (1)

 

2,667

 

(844)

 

3,544

 

1,041

Amortization of step up in value of acquired inventories (2)

 

3,545

 

1,459

 

7,401

 

1,459

Adjusted operating income

$

184,225

$

168,148

$

353,322

$

331,239

Net income as reported

$

137,331

 

$

127,823

$

259,262

$

253,853

Special items:

 

 

 

  

 

Rationalization and asset impairment charges (1)

 

2,667

 

 

(844)

 

3,544

1,041

Pension settlement net gains (3)

 

 

 

 

(4,273)

Amortization of step up in value of acquired inventories (2)

 

3,545

 

 

1,459

 

7,401

1,459

Gains on asset disposal (4)

 

 

 

 

(1,646)

Tax effect of Special items (5)

 

(1,311)

 

 

(252)

 

(2,129)

789

Adjusted net income

142,232

 

128,186

266,432

252,869

Interest expense, net

 

11,699

 

 

6,459

 

24,899

12,657

Income taxes as reported

 

35,729

 

 

32,118

 

69,142

65,729

Tax effect of Special items (5)

 

1,311

 

 

252

 

2,129

(789)

Adjusted EBIT

$

190,971

 

$

167,015

$

362,602

$

330,466

Effective tax rate as reported

 

20.6

%  

 

20.1

%  

21.1

%  

20.6

%

Net special item tax impact

 

0.1

%  

 

0.1

%  

0.0

%  

(0.2)

%

Adjusted effective tax rate

 

20.7

%  

 

20.2

%  

21.1

%  

20.4

%

Diluted earnings per share as reported

$

2.36

 

$

2.18

$

4.44

$

4.30

Special items per share

 

0.08

 

 

 

0.13

(0.01)

Adjusted diluted earnings per share

$

2.44

 

$

2.18

$

4.57

$

4.29

(1)Primarily related to restructuring activities as discussed in Note 6 to the consolidated financial statements.
(2)Costs related to the acquisition and are included in Cost of goods sold.
(3)Pension net gains primarily due to the final settlement associated with the termination of a pension plan and are included in Other income (expense).
(4)Gain on asset disposal and included in Other income (expense).
(5)Includes the net tax impact of Special items recorded during the respective periods.

The tax effect of Special items impacting pre-tax income was calculated as the pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item.

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Table of Contents

Liquidity and Capital Resources

The Company’s cash flow from operations can be cyclical. Operational cash flow is a key driver of liquidity, providing cash and access to capital markets. In assessing liquidity, the Company reviews working capital measurements to define areas for improvement. Management anticipates the Company will be able to satisfy cash requirements for its ongoing businesses for at least the next twelve months and the foreseeable future thereafter primarily with cash generated by operations, existing cash balances, borrowings under its existing credit facilities and raising debt in capital markets.

The Company continues to expand globally and periodically looks at transactions that would involve significant investments. The Company can fund its global expansion plans with operational cash flow, but a significant acquisition may require access to capital markets, in particular, the long-term debt market, as well as the syndicated bank loan market. The Company’s financing strategy is to fund itself at the lowest after-tax cost of funding. Where possible, the Company utilizes operational cash flows and raises capital in the most efficient market, usually the United States, and then lends funds to the specific subsidiary that requires funding. If additional acquisitions providing appropriate financial benefits become available, additional expenditures may be made.

The following table reflects changes in key cash flow measures:

    

Six Months Ended June 30, 

2023

    

2022

    

$ Change

Cash provided by operating activities (1)

$

322,776

$

141,301

$

181,475

Cash used by investing activities (2)

 

(76,346)

 

(55,005)

 

(21,341)

Capital expenditures

 

(40,552)

 

(34,602)

 

(5,950)

Acquisition of businesses, net of cash acquired

 

(32,657)

 

(22,095)

 

(10,562)

Cash used by financing activities (3)

 

(226,898)

 

(122,366)

 

(104,532)

(Payments on) proceeds from short-term borrowings

 

(72,224)

 

64,960

 

(137,184)

(Payments on) proceeds from long-term borrowings

(6,978)

6,869

(13,847)

Purchase of shares for treasury

 

(85,234)

 

(129,698)

 

44,464

Cash dividends paid to shareholders

 

(74,472)

 

(65,914)

 

(8,558)

Increase (decrease) in Cash and cash equivalents (4)

 

23,333

 

(40,162)

 

63,495

(1)Cash provided by operating activities increased for the six months ended June 30, 2023, compared with the six months ended June 30, 2022 primarily due to improved working capital position.
(2)Cash used by investing activities increased for the six months ended June 30, 2023, compared with the six months ended June 30, 2022 primarily due to capital expenditures and cash used in the acquisition of businesses in 2023. The Company currently anticipates capital expenditures of $80,000 to $100,000 in 2023. Anticipated capital expenditures include investments for capital maintenance and projects to increase efficiency, reduce costs, promote business growth or improve the overall safety and environmental conditions of the Company’s facilities.
(3)Cash used by financing activities increased in the six months ended June 30, 2023, compared with the six months ended June 30, 2022 due to increased payments on short- and long-term borrowings in 2023.
(4)Cash and cash equivalents increased 11.8%, or $23,333, to $220,483 during the six months ended June 30, 2023, from $197,150 as of December 31, 2022. At June 30, 2023, $163,326 of Cash and cash equivalents was held by international subsidiaries.

In July 2023, the Company paid a cash dividend of $0.64 per share, or $36,744, to shareholders of record as of June 30, 2023.

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Table of Contents

Working Capital Ratios

June 30, 2023

    

December 31, 2022

 

June 30, 2022

 

Average operating working capital to Net sales (1)

 

18.9

%  

20.9

%

19.0

%

Days sales in Inventories

 

122.5

 

132.5

128.4

Days sales in Accounts receivable

 

51.8

 

57.0

51.5

Average days in Trade accounts payable

 

52.9

 

57.0

59.6

(1)Average operating working capital to net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales.

Return on Invested Capital

The Company reviews ROIC in assessing and evaluating the Company’s underlying operating performance. As discussed in the Non-GAAP Financial Measures section above, Adjusted ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company’s financial performance. The calculation may be different than the method used by other companies to calculate ROIC. Adjusted ROIC is defined as rolling 12 months of Adjusted net income excluding tax-effected interest income and expense divided by invested capital. Invested capital is defined as total debt, which includes Short-term debt and Long-term debt, less current portions, plus Total equity.

The following table presents the reconciliations of ROIC and Adjusted ROIC to net income:

Twelve Months Ended June 30, 

    

2023

    

2022

 

Net income as reported

$

477,633

 

$

360,037

Plus: Interest expense (after-tax)

33,234

18,832

Less: Interest income (after-tax)

1,999

986

Net operating profit after taxes

$

508,868

$

377,883

Special items:

Rationalization and asset impairment charges

 

14,291

 

 

6,075

Acquisition transaction costs (1)

 

6,003

 

 

 

Pension settlement charges (2)

 

 

 

115,693

Amortization of step up in value of acquired inventories

 

7,048

 

 

5,422

Gain on asset disposal

 

(1,646)

 

 

Tax effect of Special items (3)

 

(4,110)

 

 

(44,405)

Adjusted net operating profit after taxes

$

530,454

 

$

460,668

 

 

Invested Capital

    

June 30, 2023

    

June 30, 2022

Short-term debt

$

10,406

$

125,458

Long-term debt, less current portion

1,103,898

712,908

Total debt

1,114,304

838,366

Total equity

 

1,201,424

 

912,983

Invested capital

$

2,315,728

$

1,751,349

Return on invested capital as reported

 

22.0

%  

 

21.6

%

Adjusted return on invested capital

 

22.9

%  

 

26.3

%

(1)Related to acquisitions and are included in SG&A expenses.

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Table of Contents

(2)Related to lump sum pension payments due to the final settlement associated with the termination of a pension plan.
(3)Includes the net tax impact of Special items recorded during the respective periods.

The tax effect of Special items impacting pre-tax income was calculated as the pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item.

New Accounting Pronouncements

Refer to Note 1 to the consolidated financial statements for a discussion of new accounting pronouncements.

Acquisitions

Refer to Note 4 to the consolidated financial statements for a discussion of the Company’s recent acquisitions.

Debt

Fair Value of Debt

At June 30, 2023 and December 31, 2022, the fair value of long-term debt, including the current portion, was approximately $1,006,609 and $1,009,020, respectively, which was determined using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $1,104,223 and $1,121,435, respectively. Since judgment is required in interpreting market information, the fair value of the debt is not necessarily the amount which could be realized in a current market exchange.

Revolving Credit Agreement

On April 23, 2021, the Company amended and restated the agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“Credit Agreement”). The Credit Agreement has a line of credit totaling $500,000, has a term of 5 years with a maturity date of April 23, 2026 and may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $150,000. On March 8, 2023, the Credit Agreement was amended to replace the LIBOR rate to a term secured overnight finance rate (“SOFR”); as such, the interest rate on borrowings is based on SOFR plus a spread of 0.85% to 1.85% based on (1) the Company’s net leverage ratio and (2) a credit spread adjustment. The Credit Agreement contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of June 30, 2023, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Credit Agreement.

The Company has other lines of credit and debt agreements totaling $85,242. As of June 30, 2023, the Company was in compliance with all of its covenants and had outstanding debt under short-term lines of credit of $10,406.

Senior Unsecured Notes

On April 1, 2015 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the "Notes") through a private placement. The 2015 Notes and 2016 Notes each have an aggregate principal amount of $350,000, comprised of four different series ranging from $50,000 to $100,000, with maturity dates ranging from August 20, 2025 through April 1, 2045, and interest rates ranging from 2.75% and 4.02%. Interest on the Notes is paid semi-annually. The Company’s total weighted average effective interest rate and remaining weighted average tenure of the Notes is 3.3% and 10.9 years, respectively. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of June 30, 2023, the Company was in compliance with all of its debt covenants relating to the Notes.

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Table of Contents

Term Loan

On November 29, 2022, the Company entered into a term loan in the aggregate principal amount of $400,000 (the “Term Loan”), which was borrowed in full. The Term Loan matures on November 29, 2025. The Term Loan bears an interest at a rate based on SOFR, plus a margin ranging from 0.75% to 1.75% based on the Company’s consolidated net leverage ratio. The proceeds of the Term Loan were used to pay a portion of the purchase price in connection with the acquisition of Fori. As of June 30, 2023, the Company was in compliance with all of its covenants.

In March 2023, the Company entered into interest rate swap agreements to effectively convert the interest rate on $150,000 of the Term Loan from a variable rate to a fixed rate.

Shelf Agreements

On November 27, 2018, the Company entered into seven uncommitted master note facilities (the "Shelf Agreements") that allow borrowings up to $700,000 in the aggregate. The Shelf Agreements have a term of 5 years and the average life of borrowings cannot exceed 15 years. The Company is required to comply with covenants similar to those contained in the Notes. As of June 30, 2023, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Shelf Agreements.

Forward-looking Statements

The Company’s expectations and beliefs concerning the future contained in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “guidance” or words of similar meaning. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company’s operating results. The factors include, but are not limited to: general economic, financial and market conditions; the effectiveness of operating initiatives; completion of planned divestitures; interest rates; disruptions, uncertainty or volatility in the credit markets that may limit our access to capital; currency exchange rates and devaluations; adverse outcome of pending or potential litigation; actual costs of the Company’s rationalization plans; possible acquisitions, including the Company’s ability to successfully integrate acquisitions; market risks and price fluctuations related to the purchase of commodities and energy; global regulatory complexity; the effects of changes in tax law; tariff rates in the countries where the Company conducts business; and the possible effects of events beyond our control, such as the impact of the Russia-Ukraine conflict, political unrest, acts of terror, natural disasters and pandemics, on the Company or its customers, suppliers and the economy in general. For additional discussion, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk since December 31, 2022. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2023.

Changes in Internal Control Over Financial Reporting

In December 2022, the Company acquired Fori. The acquired business operated under its own set of systems and internal controls and the Company is currently maintaining those systems and much of that control environment until it is able to incorporate its processes into the Company’s own systems and control environment. The Company expects to complete the incorporation of the acquired business’ operations into the Company’s systems and control environment in 2023.

Except for changes in connection with the Company’s acquisition of Fori business noted above, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

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Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject, from time to time, to a variety of civil and administrative proceedings arising out of its normal operations, including, without limitation, product liability claims, regulatory claims and health, safety and environmental claims. Among such proceedings are the cases described below.

As of June 30, 2023, the Company was a co-defendant in cases alleging asbestos induced illness involving claims by approximately 1,458 plaintiffs, which is a net decrease of 9 claims from those previously reported. In each instance, the Company is one of a large number of defendants. The asbestos claimants seek compensatory and punitive damages, in most cases for unspecified sums. Since January 1, 1995, the Company has been a co-defendant in asbestos cases that have been resolved as follows: 56,909 of those claims were dismissed, 23 were tried to defense verdicts, 7 were tried to plaintiff verdicts (which were reversed or resolved after appeal), 1 was resolved by agreement for an immaterial amount and 1,012 were decided in favor of the Company following summary judgment motions.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect the Company’s business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer purchases of its common shares during the second quarter of 2023 were as follows:

Total Number of

    

    

    

Shares

    

Maximum Number

Repurchased

of Shares that May

Total Number of

as Part of Publicly

Yet be Purchased

Shares

Average Price

Announced Plans or

Under the Plans or

Period

Repurchased

Paid Per Share

Programs

Programs (2) (3)

April 1 - 30, 2023

 

50,648

(1)

$

160.90

 

48,424

 

8,702,968

May 1 - 31, 2023

 

118,209

(1)

 

169.40

 

118,065

 

8,584,903

June 1 - 30, 2023

 

143,117

(1)

 

174.00

 

143,117

 

8,441,786

Total

 

311,974

 

170.13

 

309,606

 

  

(1)The above share repurchases include the surrender of the Company’s common shares in connection with the vesting of restricted awards.
(2)On April 20, 2016, the Company announced that the Board of Directors authorized a new share repurchase program, which increased the total number of the Company’s common shares authorized to be repurchased to 55 million shares. Total shares purchased through the share repurchase program were 55 million shares at a cost of $2.5 billion for a weighted average cost of $44.89 per share through June 30, 2023.
(3)On February 12, 2020, the Company’s Board of Directors authorized a new share repurchase program for up to an additional 10 million shares of the Company’s common stock. Total shares purchased through the share repurchase programs were 1.6 million shares at a total cost of $223.0 million for a weighted average cost of $143.14 per share through June 30, 2023.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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Table of Contents

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

From time to time, the Company’s directors and officers may purchase or sell its common shares in the market, including pursuant to plans intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (“Rule 10b5-1 plans”). The following table shows the Rule 10b5-1 plans terminated by our directors and executive officers during the three months ended June 30, 2023:

Name and Position

  

Plan Adoption Date

  

Plan Termination Date

  

Number of Shares to be Sold under the Plan

Steve Hedlund, Executive Vice President & Chief Operating Officer

November 30, 2022

May 11, 2023

8,235

ITEM 6. EXHIBITS

(a)Exhibits

10.1*

Form of Restricted Stock Unit Agreement for Non-Employee Directors (filed herewith).

10.2*

Form of Stock Option Agreement for Executive Officers (filed herewith).

10.3*

Form of Restricted Stock Unit Agreement for Executive Officers (filed herewith).

10.4*

Form of Performance Share Award Agreement for Executive Officers (filed herewith).

31.1

Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2

Certification of the Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1

Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) and Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover page Interactive Data File (formatted as Inline XBRL and contained in the Exhibit 101 attachments)

* Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to

Item 15(b) of this report.

37

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    

LINCOLN ELECTRIC HOLDINGS, INC.

/s/ Gabriel Bruno

Gabriel Bruno

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

July 27, 2023

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