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(Loss) Income
13: R4 Condensed Consolidated Statements of Comprehensive HTML 30K
(Loss) Income (Parenthetical)
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Stockholders' Equity
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Stockholders' Equity (Parenthetical)
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(Exact name of Registrant as specified in its charter)
iDelaware
i37-1744899
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i500 East Broward Boulevard,
iSuite
1860
i33394
iFort Lauderdale,
iFlorida
(Zip
Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code: (i561) i207-9600
_______________
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $0.01 per share
iESI
iNew
York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☒
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
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 i☒
Number of shares of common stock outstanding at July 21, 2022: i245,331,440
Element Solutions Inc, a Delaware corporation, and, where the context requires, its subsidiaries
or operating businesses.
Add-on Term Loans
Incremental term loans entered into on September 1, 2021, under the Credit Agreement, in an aggregate principal amount of $400 million through a corresponding increase in the Company's existing senior secured term loans B. All references to "term loans" in this Quarterly Report include the Add-on Term Loans.
Credit Agreement, dated as of January 31, 2019, as amended from time to time, among, inter alia, Element Solutions and MacDermid, as borrowers, certain subsidiaries of Element Solutions and the lenders
from time to time parties thereto.
EBITDA
Earnings before interest, taxes, depreciation and amortization.
Element Solutions' $800 million aggregate principal amount of 3.875% senior notes due 2028, denominated in U.S. dollars, issued on August 18, 2020.
i
Forward-Looking Statements
This
Quarterly Report contains forward-looking statements that can be identified by words such as "expect,""anticipate,""project,""will,""should,""believe,""intend,""plan,""assume,""estimate,""predict,""seek,""continue,""outlook,""may,""might,""aim,""can have,""likely,""potential,""target,""hope,""goal" or "priority" and variations of such words and similar expressions. Many of the forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding the expected benefits of the Coventya Acquisition; the continuing economic impact of the coronavirus (COVID-19) and its variants on the global economy, our business, financial results, customers, suppliers, vendors and/or stock price, including the impact of related governmental responses;
the efficacy of vaccines and treatments targeting COVID-19 and its variants; secular trends; increasing commercial activity and opportunities in printed and in-mold electronics; capital requirements and need for and availability of financing; probability of achievement of the performance target related to certain performance-based RSUs; the impact of new accounting standards and accounting changes; share repurchases; our dividend policy and dividend declarations; our hedging activities; timing and outcome of environmental and legal matters; tax planning strategies and assessments; the impact of tax law changes; impairments, including those on goodwill and other intangible assets; price volatility and cost environment; inflation and fluctuations in foreign exchange rates; our liquidity, cash flows and capital allocation; funding sources; capital expenditures; debt and debt leverage ratio; pension plan contributions; off-balance sheet arrangements and contractual obligations;
general views about future operating results; expected returns to stockholders; risk management programs; future prospects; and other events or developments that we expect or anticipate will occur in the future.
Although we believe these forward-looking statements are based upon reasonable assumptions regarding our business and expectations about future events, financial performance and trends, there can be no assurance that our actual results will not differ materially from any results expressed or implied in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Part I, Item 1A, Risk Factors, of our 2021 Annual Report. Certain of these risks may be amplified by the invasion of Ukraine by Russia, the sanctions (including their duration) and other measures being imposed in response to this conflict, as well as any
escalation or expansion of economic disruption or the conflict’s current scope. In addition, as we operate in a very competitive and rapidly changing environment, new risks may emerge from time to time. Any forward-looking statement included in this Quarterly Report is based only on information currently available and speaks only as of the date on which it is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Please consult any further disclosures on related subjects in our SEC filings.
While progress has been made to contain the COVID-19 pandemic, it remains a global challenge. The ultimate extent of the impact of COVID-19 and/or its variants on our business or our future results of operations, financial condition and/or expected cash flows remains unknown as COVID-19 and its variants continue to spread. The
long-term impact of the pandemic will depend on numerous and evolving factors that are highly uncertain, vary by market and cannot be quantified at this time, such as the scope, severity and duration of the pandemic.
Non-GAAP Financial Measures
This Quarterly Report contains non-GAAP financial measures, such as Adjusted EBITDA and operating results on a constant currency and organic basis. Non-GAAP financial measures should not be considered in isolation from, a substitute for, or superior to, performance measures calculated in accordance with GAAP. For additional information on these non-GAAP financial measures, including definitions, limitations and reconciliations to their most comparable applicable GAAP measures, see "Non-GAAP Financial
Measures" in the Management's Discussion and Analysis of Financial Condition and Results of Operations section in Part I, Item 2, and Note 12, Segment Information, to the unaudited Condensed Consolidated Financial Statements, both included in this Quarterly Report.
Other comprehensive (loss) income before reclassifications, net of tax expense (benefit) of $i4.5
and $(i2.0) for the three months ended June 30, 2022 and 2021 and $i2.4
and $i3.9 for the six months ended June 30, 2022 and 2021, respectively
(i112.5)
i34.5
(i126.4)
(i18.2)
Total
foreign currency translation adjustments
(i112.5)
i34.5
(i126.4)
(i18.2)
Derivative
financial instruments:
Other comprehensive income (loss) before reclassifications, net of tax expense of $i2.9 and $i1.0
for the three months ended June 30, 2022 and 2021 and $i11.7 and $i2.8
for the six months ended June 30, 2022 and 2021, respectively
i6.1
(i1.9)
i28.6
i1.1
Reclassifications,
net of tax expense of $iiii0.0///
for the three and six months ended June 30, 2022 and 2021, respectively
i3.0
i4.5
i7.8
i8.9
Total
unrealized gain arising on qualified hedging derivatives
i9.1
i2.6
i36.4
i10.0
Other
comprehensive (loss) income
(i103.4)
i37.1
(i90.0)
(i8.2)
Comprehensive
(loss) income
(i38.0)
i118.2
i31.8
i155.2
Comprehensive
loss attributable to non-controlling interests
i0.1
i—
i1.5
i—
Comprehensive
(loss) income attributable to common stockholders
$
(i37.9)
$
i118.2
$
i33.3
$
i155.2
See
accompanying notes to the Condensed Consolidated Financial Statements
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. iBACKGROUND
AND BASIS OF PRESENTATION
Background
Element Solutions was incorporated in Delaware in January 2014 and its shares of common stock, par value $i0.01 per share, trade on the New York Stock Exchange under the ticker symbol “ESI.”
Element Solutions is a leading global specialty chemicals company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes,
these innovative solutions enable customers' manufacturing processes in several key industries, including consumer electronics, power electronics, semiconductor fabrication, communications and data storage infrastructure, automotive systems, industrial surface finishing, consumer packaging and offshore energy. Our businesses provide products that, in substantially all cases, are consumed by customers as part of their production process, providing us with reliable and recurring revenue streams as the products are replenished in order to continue production. Element Solutions delivers its products to customers through its sales and service workforce, regional distributors and manufacturing representatives.
Basis of Presentation
iThe
accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. In the opinion of management, these unaudited Condensed Consolidated Financial Statements reflect all adjustments that are normal, recurring and necessary for a fair statement of the Company's financial position, results of operations and cash flows for interim periods, but are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the related notes included in the Company’s 2021 Annual Report.
iThe
process of preparing the Company’s unaudited Condensed Consolidated Financial Statements requires the use of estimates that affect the reported amount of assets, liabilities, net sales and expenses. These estimates include assumptions and judgements based on historical experience, current conditions, future expectations and other factors the Company considers to be reasonable. These estimates are reviewed on an ongoing basis and revised as necessary. Actual amounts may differ materially from these estimates.
In the second quarter of 2022, the Company transferred operational responsibility of its Films business from its Industrial business in the Industrial & Specialty
segment to its Circuitry business in the Electronics segment. This change was made in response to the increasing commercial activity and opportunities we anticipate in printed and in-mold electronics.Historical information has been reclassified to include the Films business in the Electronics segment for all periods presented.
Certain other prior year amounts have been reclassified to conform to the current year’s presentation.
2. iINVENTORIES
iThe
major components of inventory, on a net basis, were as follows:
For
the three months ended June 30, 2022 and 2021, the Company recorded depreciation expense of $i10.3 million and $i9.7
million, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded depreciation expense of $i20.9 million and $i19.1
million, respectively.
4. iGOODWILL AND INTANGIBLE ASSETS
HSO Acquisition
On January 26, 2022, the Company completed the HSO Acquisition for approximately $i23 million,
net of cash. HSO is a multi-national developer of technology and chemistry for decorative and functional surface finishing with a focus on environmentally sustainable products, especially in the field of plating on plastics. HSO is included in our Industrial Solutions business line within our Industrial & Specialty segment and was not material to our unaudited Condensed Consolidated Financial Statements. In connection with this acquisition, the Company recorded approximately $i11.7 million
of finite-lived intangible assets, primarily customer relationships.
Goodwill
i
The changes in the carrying amount of goodwill by segment were as follows:
(1) Includes
accumulated impairment losses of $i46.6 million.
(2) Goodwill was reallocated using a relative fair value approach and assessed for impairment both before and after the allocation. See Note 1, Background and Basis of Presentation, to the unaudited Condensed Consolidated Financial Statements for further information.
/
8
Intangible
Assets
iThe major components of intangible assets were as follows:
For
the three months ended June 30, 2022 and 2021, the Company recorded amortization expense on intangible assets of $i30.3 million and $i30.4
million, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded amortization expense on intangible assets of $i61.3 million and $i60.1
million, respectively.
5. iDEBT
i
The
Company’s debt obligations consisted of the following:
(1) Term
loans, net of unamortized discounts and debt issuance costs of $i11.1 million and $i12.6
million at June 30, 2022 and December 31, 2021, respectively. The effective interest rate was i1.6% and i2.1%
at June 30, 2022 and December 31, 2021, respectively, including the effects of interest rate swaps and net investment hedges. See Note 6, Financial Instruments, to the unaudited Condensed Consolidated Financial Statements for further information regarding the Company's interest rate swaps and net investment hedges.
(2) Senior notes, net of unamortized debt issuance costs of $i9.9
million and $i10.6 million at June 30, 2022 and December 31, 2021, respectively. The effective interest rate was ii4.1/%
at June 30, 2022 and December 31, 2021, respectively.
/
Credit Agreement
The Company is a party to the Credit Agreement, which provides for senior secured credit facilities in an aggregate initial principal amount of $i1.48
billion, consisting of a revolving credit facility in an aggregate principal amount of $i330 million maturing in 2024 and term loans B in an aggregate principal amount of $i1.15
billion maturing in 2026.
The Company's outstanding term loans bear interest at a per annum rate based on an adjusted one-month LIBOR (as described in the Credit Agreement) plus a spread of i2.00%. The Company is required to pay a commitment fee in respect of any undrawn portion of the revolving credit facility of i0.50%
per annum, subject to a step-down to i0.375% based on the Company’s first lien net leverage ratio.
The Company's obligations under the Credit Agreement are guaranteed, jointly and severally, by certain of the Company’s domestic subsidiaries
and secured by a first-priority security interest in substantially all of the assets of the co-borrowers, namely the Company and MacDermid, as well as the assets of the guarantors, including mortgages on material real property, subject to certain exceptions.
9
Covenants, Events of Default and Provisions
The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments,
restrictions on liens on the assets of the borrowers or any guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions and dispositions. Subject to certain exceptions, to the extent the borrowers have total outstanding borrowings under the revolving credit facility greater than i30% of the commitment amount under the revolving credit facility, the Company's first lien net leverage ratio
should not exceed i5.0 to 1.0, subject to a right to cure.
The Credit Agreement requires the borrowers to make mandatory prepayments of borrowings, subject to certain exceptions, as described in the Credit Agreement. In addition, the Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness,
bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the borrowers and the guarantors.
At June 30, 2022, the Company was in compliance with the debt covenants contained in the Credit Agreement and had full availability of its unused borrowing capacity of $i324 million,
net of letters of credit, under the revolving credit facility.
i3.875% USD Notes due 2028
The indenture governing the i3.875%
USD Notes due 2028 provides for, among other things, customary affirmative and negative covenants, events of default and other customary provisions. The notes accrue interest at a rate of i3.875% per annum, payable semi-annually in arrears, on March 1 and September 1 of each year, and will mature on September 1, 2028, unless earlier repurchased or redeemed. Pursuant to the indenture, the
Company has the option to redeem the i3.875% USD Notes due 2028 prior to their maturity (subject to, in certain cases, the payment of an applicable make-whole premium), or to repurchase them by any means other than a redemption, including by tender offer, open market purchases or negotiated transactions. The i3.875%
USD Notes due 2028 are fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that guarantee the obligations of the borrowers under the Credit Agreement.
Lines of Credit and Other Debt Facilities
The Company has access to various revolving lines of credit, short-term debt facilities and overdraft facilities worldwide which are used to fund short-term cash needs. At June 30, 2022 and December 31, 2021, respectively, there were no amounts outstanding under
such facilities. The Company had letters of credit outstanding of $i6.1 million and $i5.9
million at June 30, 2022 and December 31, 2021, respectively, of which $i6.1 million and $i5.5
million at June 30, 2022 and December 31, 2021, respectively, reduced the borrowings available under the various facilities. At June 30, 2022 and December 31, 2021, the availability under these facilities totaled approximately $i346 million and $i354
million, respectively, net of outstanding letters of credit.
6. iFINANCIAL INSTRUMENTS
Derivatives and Hedging
In the normal course of business, the Company
is exposed to risks relating to changes in foreign currency exchange rates, commodity prices and interest rates. Derivative financial instruments, such as foreign currency exchange forward contracts, commodities futures contracts, interest rate swaps and net investment hedges are used to manage the risks associated with changes in the conditions of those markets. All derivatives are recognized in the Condensed Consolidated Balance Sheets at fair value. The counterparties to the Company’s derivative agreements are primarily major international financial institutions. The Company continually monitors its derivative
positions and the credit ratings of its counterparties and does not anticipate nonperformance on their part.
10
Interest Rate and Cross-Currency Swaps
The Company uses interest rate swaps and cross-currency swaps to reduce its exposure to interest rate risk and foreign currency risk. The Company has designated the interest rate swaps as cash flow hedges and the cross-currency swaps as net investment hedges. The proceeds from these contracts
are reflected as "Cash flows from operating activities" in the Condensed Consolidated Statement of Cash Flows. Changes in fair value of interest rate swaps are recorded in "Accumulated other comprehensive loss" and reclassified to "Interest expense, net" in the Condensed Consolidated Statements of Operations as the underlying hedged item affects earnings. Changes in fair value of cross-currency swaps are recorded in "Foreign currency translation" in "Accumulated other comprehensive loss." These cross-currency swaps effectively convert the Company's term loans under the Credit Agreement, which are U.S. dollar denominated debt obligations, into fixed-rate euro-denominated debt through the expiration of the swaps.
In 2021, the
Company entered into interest rate swaps to effectively fix the floating rate of the interest payments associated with the $i400 million Add-on Term Loans through January 2025. These contracts were designated as a cash flow hedge. The Company also entered into cross-currency swaps, as amended on April 1, 2022, to effectively convert the $i400 million
Add-on Term Loans, which are U.S. dollar denominated debt obligations, into fixed-rate euro-denominated debt through January 2025. The Company designated these contracts as a net investment hedge of the foreign currency exposure of a portion of its net investment in certain euro functional subsidiaries.
In 2019, the Company entered into interest rate swaps to effectively fix the floating rate of the interest payments associated with the initial $i750 million
term loans under the Credit Agreement through January 2024. These contracts were designated as a cash flow hedge. The Company also entered into cross-currency swaps to effectively convert the $i750 million term loans, which are U.S. dollar denominated debt obligations, into fixed-rate euro-denominated debt through January 2024. The
Company designated these contracts as a net investment hedge of the foreign currency exposure of a portion of its net investment in certain euro functional subsidiaries.
The net result of the above hedges, which expire in January 2024 and 2025, respectively, is an interest rate of approximately i1.6% at June 30, 2022, which could vary
in the future due to changes in the euro and the U.S. dollar exchange rate.
For the three and six months ended June 30, 2022, the Company's interest rate swaps and cross-currency swaps were deemed highly effective. The Company expects to reclassify a $i13.7 million
benefit from "Accumulated other comprehensive loss" to "Interest expense, net" in the Condensed Consolidated Statements of Operations within the next twelve months.
Foreign Currency
The Company conducts a significant portion of its business in currencies other than the U.S. dollar and certain subsidiaries conduct business in currencies other than their functional currency, which is typically their local currency. As a result, the Company’s operating results are impacted by foreign currency exchange rate volatility.
At June
30, 2022, the Company held foreign currency forward contracts to purchase and sell various currencies to mitigate foreign currency exposure primarily with the U.S. dollar and British pound. The Company has not designated any foreign currency exchange forward contracts as eligible for hedge accounting and, as a result, changes in the fair value of foreign currency forward contracts are recorded in the Condensed Consolidated Statements of Operations as "Other income (expense), net." The total notional value of foreign
currency exchange forward contracts held at June 30, 2022 and December 31, 2021 was approximately $i90.1 million and $i64.6
million, respectively, with settlement dates generally within ione year. The market value of the foreign currency forward contracts was a $i0.5 million net
current asset at June 30, 2022 and a $i0.1 million net current liability at December 31, 2021.
11
Commodities
As part of its risk management policy, the
Company enters into commodity derivative contracts for the purpose of mitigating its exposure to fluctuations in prices of certain metals used in the production of its finished goods. The Company held derivative contracts to purchase and sell various metals, primarily tin and silver, for a notional amount of $i68.0
million and $i56.1 million at June 30, 2022 and December 31, 2021, respectively. The market value of the metals derivative contracts was a $i3.3 million
net current asset at June 30, 2022 and a $i1.1 million net current liability at December 31, 2021. Substantially all contracts outstanding at June 30, 2022 had delivery dates within ione
year. The Company has not designated these derivatives as hedging instruments and, accordingly, records changes in their fair values in the Condensed Consolidated Statements of Operations as "Other income (expense), net."
Realized gains and losses on derivative contracts are accounted for as "Operating activities" in the Condensed Consolidated Statements of Cash Flows.
Fair Value Measurements
i
The
following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis:
The
fair values of derivative assets and liabilities are determined using pricing models based upon observable market inputs, such as market spot and futures prices on over-the-counter derivative instruments, market interest rates and consideration of counterparty credit risk.
There were no significant transfers of financial instruments between the fair value hierarchy levels for the three and six months ended June 30, 2022.
The carrying value and estimated fair value of the Company’s long-term debt totaled $i1.90
billion and $i1.78 billion, respectively, at June 30, 2022. At December 31, 2021, the carrying value and estimated fair value totaled $i1.90
billion and $i1.93 billion, respectively. The carrying values noted above include unamortized discounts and debt issuance costs. The estimated fair value of long-term debt is measured using quoted market prices for similar instruments at the reporting date
12
multiplied by the gross carrying amount of the related debt, which excludes unamortized
discounts and debt issuance costs. Such instruments are valued using Level 2 inputs.
7. iSTOCKHOLDERS’ EQUITY
Repurchases of Common Stock
As part of its stock repurchase program, the Company repurchased approximately i2.2
million shares of its common stock for $i42.9 million during the three months ended June 30, 2022, resulting in an aggregate of approximately i3.0
million shares repurchased for $i61.7 million during the six months ended June 30, 2022. The repurchases were funded from cash on hand and allocated to treasury shares. The remaining authorization under the Company's stock repurchase program was approximately $i670
million at June 30, 2022.
Shares withheld by the Company to satisfy tax withholding requirements related to the vesting of RSUs are not considered share repurchases under our stock repurchase program. During the six months ended June 30, 2022, the Company withheld approximately i1.0
million shares in connection with vesting events for a value of approximately $i24.0 million, which is included in "Other, net" in the Condensed Consolidated Statements of Cash Flows as a cash outflow from financing activities.
8. iEARNINGS
PER SHARE
Basic and diluted earnings per share are based on the weighted average number of shares of the Company's common stock and potential common stock outstanding during the period. Potential common stock, for purposes of determining diluted earnings per share, assumes the issuance of all potentially dilutive share equivalents using the treasury stock method.
i
A computation of earnings per share and weighted
average shares of the Company's common stock outstanding from continuing operations for the three and six months ended June 30, 2022 and 2021 is as follows:
Three Months Ended June 30,
Six
Months Ended June 30,
(dollars in millions, except per share amounts)
2022
2021
2022
2021
Net income
$
i63.6
$
i79.1
$
i120.0
$
i161.4
Net
income attributable to non-controlling interests
(i0.2)
i—
(i0.5)
i—
Net
income attributable to common stockholders
$
i63.4
$
i79.1
$
i119.5
$
i161.4
Basic
weighted average common shares outstanding
i247.1
i247.5
i247.2
i247.4
Denominator
adjustments for diluted EPS:
Number
of stock options and RSUs
i0.4
i0.4
i1.1
i0.6
Denominator
adjustments for diluted EPS
i0.4
i0.4
i1.1
i0.6
Diluted
weighted average common shares outstanding
i247.5
i247.9
i248.3
i248.0
Earnings
per share from continuing operations attributable to common stockholders:
Basic
$
i0.25
$
i0.32
$
i0.48
$
i0.65
Diluted
$
i0.25
$
i0.32
$
i0.48
$
i0.65
/i
For
the three and six months ended June 30, 2022 and 2021, the following securities were not included in the computation of diluted shares outstanding because either the effect would be anti-dilutive or performance targets were not yet met for awards contingent upon such measures:
Three Months
Ended June 30,
Six Months Ended June 30,
(shares in millions)
2022
2021
2022
2021
Shares
issuable upon vesting of RSUs and exercise of stock options
i3.6
i3.7
i3.6
i4.0
/
13
9.
iCONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS
Environmental Matters
The Company is involved in various claims relating to environmental matters at current and former plants and waste management sites. At certain of these sites, the Company engages or participates in remedial and other environmental compliance activities. At other sites,
the Company has been named as a potential responsible party pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law for site remediation. After analyzing each individual site, considering the number of parties involved, the level of its potential liability or contribution relating to the other parties, the nature and magnitude of the hazardous waste involved, the method and extent of remediation, the potential insurance coverage, the estimated legal and consulting expense with respect to each site and the time period over which any costs would likely be incurred, the Company estimates the clean-up costs and related claims for each site. The estimates are based in part on discussions with other potential responsible parties, governmental agencies and engineering
firms.
The Company accrues for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. The Company's environmental liabilities, which are included in the Condensed Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and "Other liabilities," totaled $i14.2
million and $i13.1 million at June 30, 2022 and December 31, 2021, respectively, primarily driven by environmental remediation, clean-up costs and monitoring of sites that were either closed or disposed of in prior years. While uncertainty exists with respect to the amount and timing of its ultimate environmental liabilities, the Company does not currently anticipate
any material losses in excess of the amount recorded. However, new information about the sites, such as results of investigations, could make it necessary for the Company to reassess its potential exposure related to these environmental matters.
As of the date hereof, the Company believes it is not practicable to provide an estimated range of reasonably possible environmental losses in excess of its recorded liabilities, and, as a result, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact that may be associated with these matters.
Legal Matters
From
time to time, the Company is involved in various legal proceedings, investigations and/or claims in the normal course of its business. Although it cannot predict with certainty the ultimate resolution of these matters, which involve judgments that are inherently subjective, the Company believes that their resolutions, to the extent not covered by insurance, will not, individually or in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or cash flows.
10. iINCOME
TAXES
The Company's quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, which includes the impact of foreign withholding tax accruals and uncertain tax positions, adjusted for discrete items, within the periods presented. The comparison of the Company's income tax provision between periods can be significantly impacted by the level and mix of earnings and losses by tax jurisdiction and discrete items.
For the three months ended June 30, 2022, the Company recognized income tax expense of $i23.9
million, as compared to an income tax benefit of $i31.9 million in the same period for 2021. For the six months ended June 30, 2022, the Company recognized income tax expense of $i43.9
million, as compared to an income tax benefit of $i0.8 million in the same period for 2021.
The three and six months ended June 30, 2021 included a non-recurring $ii51.4/ million
benefit associated with the release of valuation allowances. This benefit did not repeat in the three and six months ended June 30, 2022 and was associated with the release of valuation allowances previously recorded against certain U.S. tax attribute carryforwards, primarily consisting of net operating loss carryforwards in certain states and interest deduction carryforwards.
14
11. iRELATED
PARTY TRANSACTIONS
The Company is party to an Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of one of its founder directors, whereby Mariposa Capital, LLC is entitled to receive an annual fee of $i3.0 million and reimbursement for expenses. This agreement is automatically renewed for successive ione-year
terms unless either party notifies the other in writing of its intention not to renew no later than i90 days prior to the expiration of the applicable term. Amounts paid under this agreement are recorded in the Condensed Consolidated Statements of Operations as "Selling, technical, general and administrative" expense.
12. iSEGMENT
INFORMATION
The Company's operations are organized into itwo reportable segments: Electronics and Industrial & Specialty. These segments represent businesses for which separate financial information is utilized by the chief operating decision maker (or CODM) for purposes of allocating resources and evaluating performance. See Note 1, Background and Basis of Presentation, to
the unaudited Condensed Consolidated Financial Statements for information about the segment change that occurred in the second quarter of 2022.
The Company allocates resources and evaluates the performance of its operating segments based primarily on net sales and Adjusted EBITDA. Adjusted EBITDA for each segment is defined as EBITDA, as further adjusted for additional items included in earnings which the Company believes are not representative or indicative of each of its segments' ongoing business, including unrealized gains/losses on metals derivative contracts, or are considered to be associated with the
Company's capital structure. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees.
Results of Operations
iThe following table summarizes financial information regarding each reportable segment’s results of operations, including disaggregated external net sales by product category:
Three
Months Ended June 30,
Six Months Ended June 30,
(dollars in millions)
2022
2021
2022
2021
Net sales:
Electronics
Assembly
Solutions
$
i227.8
$
i205.1
$
i462.3
$
i394.1
Circuitry
Solutions
i136.2
i124.5
i269.7
i245.7
Semiconductor
Solutions
i74.9
i65.3
i146.8
i121.5
Total
Electronics
i438.9
i394.9
i878.8
i761.3
Industrial
& Specialty
Industrial Solutions
i182.3
i135.2
i372.4
i268.6
Graphics
Solutions
i39.5
i40.0
i73.8
i74.7
Energy
Solutions
i16.2
i16.5
i32.1
i32.1
Total
Industrial & Specialty
i238.0
i191.7
i478.3
i375.4
Total
net sales
$
i676.9
$
i586.6
$
i1,357.1
$
i1,136.7
Adjusted
EBITDA:
Electronics
$
i101.5
$
i93.7
$
i202.6
$
i191.2
Industrial
& Specialty
i38.9
i38.1
i82.6
i78.4
Total
Adjusted EBITDA
$
i140.4
$
i131.8
$
i285.2
$
i269.6
/
15
The
following table reconciles "Net income attributable to common stockholders" to Adjusted EBITDA:
Three Months Ended June 30,
Six Months Ended June 30,
(dollars in millions)
2022
2021
2022
2021
Net
income attributable to common stockholders
$
i65.2
$
i81.1
$
i121.3
$
i163.4
Add
(subtract):
Net income attributable to non-controlling interests
i0.2
i—
i0.5
i—
Income
from discontinued operations, net of tax
(i1.8)
(i2.0)
(i1.8)
(i2.0)
Income
tax expense (benefit)
i23.9
(i31.9)
i43.9
(i0.8)
Interest
expense, net
i13.2
i12.9
i27.3
i25.8
Depreciation
expense
i10.3
i9.7
i20.9
i19.1
Amortization
expense
i30.3
i30.4
i61.3
i60.1
EBITDA
i141.3
i100.2
i273.4
i265.6
Adjustments
to reconcile to Adjusted EBITDA:
Inventory step-up
i—
i2.2
i0.5
i2.2
Restructuring
expense
i1.3
i1.6
i3.2
i3.9
Acquisition
and integration expense
i1.1
i5.9
i4.0
i3.2
Foreign
exchange (gain) loss on internal debt
(i0.9)
i4.6
i0.7
(i23.4)
Adjustment
of stock compensation previously not probable
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes included in this Quarterly Report, and the Consolidated Financial Statements, related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations section and other disclosures contained in our 2021 Annual Report. This discussion
contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed in "Forward-Looking Statements” of this Quarterly Report, and in Part I, Item 1A, "Risk Factors" of our 2021 Annual Report.
Overview
Our Business
Element Solutions, incorporated in Delaware in January 2014, is a leading global specialty chemicals company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers'
manufacturing processes in several key industries, including consumer electronics, power electronics, semiconductor fabrication, communications and data storage infrastructure, automotive systems, industrial surface finishing, consumer packaging and offshore energy. Our businesses provide products that, in substantially all cases, are consumed by customers as part of their production process, providing us with reliable and recurring revenue streams as the products are replenished in order to continue production. Our customers use our innovation as competitive advantages, relying on us to help them navigate through fast-paced, high-growth markets. Our product development and product extensions are expected to continue to drive sales growth in both new and existing markets, while expanding margins, through a consistent focus on increasing customer value propositions.
We generate revenue from the development, formulation
and sale of our chemistry solutions globally. Our extensive global teams of specially trained scientists and engineers develop our products and our expert sales and service organizations ensure our customers' needs are met every day. We draw upon our broad and longstanding intellectual property portfolio and technical expertise while working closely with both customers and original equipment manufacturers on an ongoing basis to develop proprietary solutions tailored to their manufacturing needs. We also leverage these close relationships to execute our growth strategy and identify opportunities for new products. Our specialty chemicals and processes are seen as integral to customer product performance. We believe that our customers place significant value on the consistency and quality of our brands, on which we capitalize through significant market share, customer loyalty and supply chain access. Lastly, operational risks and switching costs make it difficult
for our customers to change suppliers which allows us to retain customers and maintain our market positions.
Our Operations
Our operations are organized into two segments: Electronics and Industrial & Specialty, which are each described below:
Electronics – The Electronics segment researches, formulates and sells specialty chemicals and materials for all types of electronics hardware, from complex printed circuit board designs to advanced semiconductor packaging. In mobile communications, computers, automobiles and aerospace equipment, its products are an integral part of the electronics manufacturing process and the functionality of end-products. The segment's "wet chemistries" for metallization, surface treatments and solderable finishes form the physical circuitry pathways and its "assembly materials,"
such as solders, pastes, fluxes and adhesives, join those pathways together.
17
The segment provides specialty chemical solutions through the following businesses:
Assembly Solutions
As a global supplier of solder technologies, fluxes, cleaners and other attachment materials for the electronics assembly industry, we develop innovative materials that join electronic circuits in high volume device manufacturing. Our high-performing
interconnect materials are used to assemble consumer electronics from circuit boards, discrete electronic components, connectors and integrated circuit substrates.
Circuitry Solutions
As a global supplier of chemical formulations to the electronics industry, we design and manufacture proprietary liquid chemical processes ("baths") and materials used by our customers to manufacture printed circuit boards and memory storage devices. Our product portfolio is focused on specialized consumable chemical processes and materials, such as surface treatments, circuit formation, primary metallization, electroplate, surface finishes and flexible/formable films.
Semiconductor Solutions
As
a global supplier to the semiconductor industry, we provide advanced copper interconnects, die attachment, wafer bump processes and photomask technologies to our customers for integrated circuit fabrication and semiconductor packaging.
Industrial & Specialty – The Industrial & Specialty segment researches, formulates and sells specialty chemicals that enhance surfaces or improve industrial processes in diverse industrial sectors from automotive trim to transcontinental infrastructure and from high-speed printing to high-design faucets. Its products include chemical systems that protect and decorate metal and plastic surfaces; consumable chemicals that enable printing image transfer on flexible packaging materials; and chemistries used in water-based hydraulic control fluids in offshore energy production. These fully consumable products are used in the aerospace, automotive,
construction, consumer electronics, consumer packaged goods and oil and gas production end markets.
The segment provides specialty chemical solutions through the following businesses:
Industrial Solutions
As a global supplier of industrial metal and plastic finishing chemistries, we primarily design and manufacture chemical systems that protect and decorate surfaces. Our high-performance functional coatings improve resistance to wear and tear, such as hard chrome plating of shock absorbers for cars or provide corrosion resistance for appliance parts. Our decorative performance
coatings apply finishes for parts in various end markets such as automotive interiors or jewelry surfaces. As part of our broader sustainable solutions platform, we also provide both chemistry and equipment for turnkey wastewater treatment and recycle and reuse solutions. Our industrial customer base is highly diverse and includes customers in the following end markets: appliances and electronics equipment; automotive parts; industrial parts; plumbing goods; construction equipment and transportation equipment.
Graphics Solutions
As a supplier of consumable materials used to transfer images on to consumer packaging materials, our products are used to improve print quality and printing productivity. We produce and market photopolymers through an extensive line of flexographic plates that are used in the consumer packaging
and printing industries. Photopolymers are molecules that change properties upon exposure to light. Flexography is a printing process that utilizes flexible printing plates made of rubber or other flexible plastics.
Energy Solutions
As a global supplier of specialized fluids to the offshore energy industry, we produce water-based hydraulic control fluids for major oil and gas companies and drilling contractors to be used in offshore deep-water production and drilling applications.
18
Recent
Developments
Films Business
In the second quarter of 2022, the Company transferred operational responsibility of its Films business from its Industrial business in the Industrial & Specialty segment to its Circuitry business in the Electronics segment. This change was made in response to the increasing commercial activity and opportunities we anticipate in printed and in-mold electronics. Historical information has been reclassified to include the Films business in the Electronics segment for all periods presented.
HSO Acquisition
On January 26, 2022, we completed the HSO Acquisition for approximately $23 million, net of cash. HSO is a multi-national developer
of technology and chemistry for decorative and functional surface finishing with a focus on environmentally sustainable products, especially in the field of plating on plastics. HSO is included in our Industrial Solutions business line within our Industrial & Specialty segment.
Russia and Ukraine Conflict
The invasion of Ukraine by Russia in early 2022 and the sanctions and other measures being imposed in response to this conflict have increased the level of economic and political uncertainty. While neither Russia nor Ukraine constitutes a material portion of our business and we do not have physical assets in these countries, a significant escalation or expansion of economic disruption or the conflict's current scope could disrupt the global supply chain and increase our costs.
Recent
Accounting Pronouncements
Our recent accounting pronouncements have not changed materially from the summary disclosed in Note 3, Recent Accounting Pronouncements, to the Consolidated Financial Statements included in our 2021 Annual Report.
Non-GAAP Financial Measures
To supplement our financial results presented in accordance with GAAP in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, we present certain non-GAAP financial measures, such as operating results on a constant currency and organic basis and Adjusted EBITDA. Management internally reviews these non-GAAP measures to evaluate performance on a comparative period-to-period
basis in terms of absolute performance, trends and expected future performance with respect to our business. We believe these non-GAAP financial measures, which are each further described below, provide investors with an additional perspective on trends and underlying operating results on a period-to-period comparable basis. We also believe that investors find this information helpful in understanding the ongoing performance of our operations separate from items that may have a disproportionate positive or negative impact on our financial results in any particular period or are considered to be associated with our capital structure.
These non-GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, or a substitute for, or superior to, the related financial information that we report in accordance with GAAP. The principal limitation of these non-GAAP financial
measures is that they exclude significant expenses and income that are required by GAAP to be recorded in our financial statements and may not be comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the definitions and reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures included in this Quarterly Report and not to rely on any single financial measure to evaluate our business.
19
Constant Currency
We
disclose operating results, from net sales through operating profit and Adjusted EBITDA, on a constant currency basis by excluding the impact of changes due to the translation of foreign currencies of our international locations into U.S. dollars. Management believes this non-GAAP financial information facilitates period-to-period comparison in the analysis of trends in business performance, thereby providing valuable supplemental information regarding our results of operations, consistent with how we internally evaluate our financial results.
The impact of foreign currency translation is calculated by converting our current-period local currency financial results into U.S. dollars using the prior period's exchange rates and comparing these adjusted amounts to our prior-period reported results. The difference between actual growth rates and constant currency growth rates represents the estimated impact of foreign currency
translation.
Organic Net Sales Growth
Organic net sales growth is defined as net sales excluding the impact of foreign currency translation, changes due to the pass-through pricing of certain metals and acquisitions and/or divestitures, as applicable. Management believes this non-GAAP financial measure provides investors with a more complete understanding of the underlying net sales trends by providing comparable net sales over differing periods on a consistent basis.
For a reconciliation of GAAP net sales growth to organic net sales growth, see "Net Sales" within the "Results of Operations" section below.
Adjusted EBITDA
We define Adjusted EBITDA as EBITDA, excluding the
impact of additional items included in GAAP earnings which we believe are not representative or indicative of our ongoing business, including unrealized gains/losses on metals derivative contracts, or are considered to be associated with our capital structure. Management believes Adjusted EBITDA provides investors with a more complete understanding of the long-term profitability trends of our business and facilitates comparisons of our profitability to prior and future periods.
For a reconciliation of "Net income attributable to common stockholders" to Adjusted EBITDA, and more information about the adjustments made, see Note 12, Segment Information, to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report.
Net sales in the second quarter of 2022 increased by 15% on a reported basis, 23% on a constant currency basis and 6% on an organic basis. Electronics' consolidated results were positively impacted by $29.0 million of pass-through metals pricing and $3.3 million of acquisitions and Industrial & Specialty's consolidated results were positively impacted by $64.2 million of acquisitions.
The following table reconciles GAAP net sales growth to constant currency and organic net sales growth:
Three
Months Ended June 30,
% Change
(dollars in millions)
2022
2021
Reported Net Sales Growth
Impact of Currency
Constant Currency
Pass-Through Metals Pricing
Acquisitions
Organic Net Sales Growth
Electronics:
Assembly
Solutions
$
227.8
$
205.1
11%
6%
17%
(14)%
—%
3%
Circuitry Solutions
136.2
124.5
9%
5%
14%
—%
—%
14%
Semiconductor
Solutions
74.9
65.3
15%
3%
18%
—%
(5)%
13%
Total
438.9
394.9
11%
5%
16%
(7)%
(1)%
8%
Industrial
& Specialty:
Industrial Solutions
182.3
135.2
35%
14%
49%
—%
(47)%
1%
Graphics
Solutions
39.5
40.0
(2)%
3%
2%
—%
—%
2%
Energy Solutions
16.2
16.5
(2)%
4%
2%
—%
—%
2%
Total
238.0
191.7
24%
11%
35%
—%
(33)%
2%
Total
$
676.9
$
586.6
15%
7%
23%
(5)%
(12)%
6%
NOTE:
Totals may not sum due to rounding.
Electronics' net sales in the second quarter of 2022 increased 11% on a reported basis and 8% on an organic basis.
•Assembly Solutions: net sales increased 11% on a reported basis and 3% on an organic basis. Pass-through metals pricing had a positive impact of 14% on reported net sales. Foreign exchange had a negative impact of 6% on reported net sales. The increase in organic net sales was primarily due to continued growth across most core assembly end markets partially offset by COVID-19-related lockdowns in China.
•Circuitry Solutions: net sales increased 9% on a reported basis and 14% on an organic basis. Foreign exchange had a negative impact of 5% on reported net sales. The increase in organic net
sales was primarily due to growth in the memory disk business, increased demand in Korea and Taiwan and cost inflation driven pricing actions; partially offset by demand weakness in China.
•Semiconductor Solutions: net sales increased 15% on a reported basis and 13% on an organic basis. The HKW Acquisition had a positive impact of 5% on reported net sales. Foreign exchange had a negative impact of 3% on reported net sales. The increase in organic net sales was primarily due to strong demand for wafer-plating chemistries and products containing precious metals.
Industrial & Specialty's net sales in the second quarter of 2022 increased 24% on a reported basis and 2% on an organic basis.
•Industrial Solutions: net sales increased 35%
on a reported basis and 1% on an organic basis. The Coventya and HSO Acquisitions had a positive impact of 47% on reported net sales. Foreign exchange had a negative impact of 14% on reported net sales. The increase in organic net sales was primarily due to growth in construction and industrial manufacturing markets and cost inflation driven pricing actions; partially offset by lower automotive production and reduced activity in China due to lockdowns.
•Graphics Solutions: net sales decreased 2% on a reported basis and increased 2% on an organic basis. Foreign exchange had a negative impact of 3% on reported net sales. Organic net sales reflect new customer wins partially offset by delayed
22
marketing
campaigns from CPG customers which resulted in our customers extending the replacement cycle for flexographic plates.
•Energy Solutions: net sales decreased 2% on a reported basis and increased 2% on an organic basis. Foreign exchange had a negative impact of 4% on reported net sales. The increase in organic net sales was primarily due to increased global drilling activity.
Year to date, net sales increased by 19% on a reported basis, 25% on a constant currency basis and 6% on an organic basis. Electronics' consolidated results were positively impacted by $73.0 million of pass-through metals pricing and $13.5 million of acquisitions and Industrial & Specialty's consolidated results were positively impacted by $128.5 million of acquisitions.
The following table reconciles GAAP net sales
growth to constant currency and organic net sales growth:
Six
Months Ended June 30,
% Change
(dollars in millions)
2022
2021
Reported Net Sales Growth
Impact of Currency
Constant Currency
Pass-Through Metals Pricing
Acquisitions
Organic Net Sales Growth
Electronics:
Assembly
Solutions
$
462.3
$
394.1
17%
5%
22%
(19)%
—%
4%
Circuitry Solutions
269.7
245.7
10%
3%
13%
—%
—%
13%
Semiconductor
Solutions
146.8
121.5
21%
2%
23%
—%
(11)%
12%
Total
878.8
761.3
15%
4%
19%
(10)%
(2)%
8%
Industrial
& Specialty:
Industrial Solutions
372.4
268.6
39%
12%
51%
—%
(48)%
3%
Graphics
Solutions
73.8
74.7
(1)%
3%
1%
—%
—%
1%
Energy Solutions
32.1
32.1
0%
2%
2%
—%
—%
2%
Total
478.3
375.4
27%
10%
37%
—%
(34)%
3%
Total
$
1,357.1
$
1,136.7
19%
6%
25%
(6)%
(12)%
6%
NOTE:
Totals may not sum due to rounding.
Year to date, Electronics' net sales increased 15% on a reported basis and 8% on an organic basis.
•Assembly Solutions: net sales increased 17% on a reported basis and 4% on an organic basis. Pass-through metals pricing had a positive impact of 19% on reported net sales. Foreign exchange had a negative impact of 5% on reported net sales. The increase in organic net sales was primarily due to strong demand from power electronics customers and continued growth across most core assembly end markets.
•Circuitry Solutions: net sales increased 10% on a reported basis and 13% on an organic basis. Foreign exchange had a negative impact of 3% on reported net sales. The increase in organic net sales was primarily
due to growth in the memory disk business and pricing actions.
•Semiconductor Solutions: net sales increased 21% on a reported basis and 12% on an organic basis. The HKW Acquisition had a positive impact of 11% on reported net sales. Foreign exchange had a negative impact of 2% on reported net sales. The increase in organic net sales was primarily due to strong demand and new customers wins in advanced packaging chemistries for high-end electronics end markets.
Year to date, Industrial & Specialty's net sales increased 27% on a reported basis and 3% on an organic basis.
•Industrial Solutions: net sales increased 39% on a reported basis and 3% on an organic basis. The Coventya and HSO Acquisitions had a positive impact of 48% on reported
net sales. Foreign exchange had a negative impact of 12% on reported net sales. The increase in organic net sales was primarily due to growth in construction and industrial manufacturing markets in Europe and the Americas; partially offset by lower automotive production and reduced activity in China due to lockdowns.
23
•Graphics Solutions: net sales decreased 1% on a reported basis and increased 1% on an organic basis. Foreign exchange had a negative impact of 3% on reported net sales. Organic net sales reflect new customer wins partially offset by delayed marketing campaigns from CPG customers which resulted in our customers extending the replacement cycle for flexographic plates.
•Energy
Solutions: net sales were relatively flat on a reported basis and increased 2% on an organic basis. Foreign exchange had a negative impact of 2% on reported net sales. The increase in organic net sales was primarily due to increased global production and drilling activity.
Gross Profit
Three
Months Ended June 30,
% Change
Six Months Ended June 30,
% Change
(dollars in millions)
2022
2021
Reported
Constant Currency
2022
2021
Reported
Constant
Currency
Gross profit
Electronics
$
161.7
$
154.9
4%
8%
$
325.6
$
311.0
5%
7%
Industrial
& Specialty
88.1
83.6
5%
14%
187.2
168.5
11%
19%
Total
$
249.8
$
238.5
5%
10%
$
512.8
$
479.5
7%
11%
Gross
margin
Electronics
36.9
%
39.2
%
(230) bps
(280) bps
37.1
%
40.8
%
(370)
bps
(410) bps
Industrial & Specialty
37.0
%
43.6
%
(660) bps
(670) bps
39.1
%
44.9
%
(580) bps
(590)
bps
Total
36.9
%
40.7
%
(380) bps
(410) bps
37.8
%
42.2
%
(440) bps
(470) bps
Electronics'
gross profit in the second quarter of 2022 increased by 4% on a reported basis and 8% on a constant currency basis. The constant currency increase in gross profit was primarily driven by the increased net sales in all business lines. The decrease in gross margin was primarily due to increased net sales of products containing pass-through metals in our Assembly business, higher raw material prices and logistics costs.
Industrial & Specialty's gross profit in the second quarter of 2022 increased by 5% on a reported basis and 14% on a constant currency basis. The constant currency increase in gross profit was primarily driven by the contribution of $22.4 million from the Coventya Acquisition. The decrease in gross margin was primarily due to higher raw material prices, particularly attributable to our Graphics business, and logistics costs, as well as unfavorable product mix from weaker automotive production.
Year
to date, Electronics' gross profit increased by 5% on a reported basis and 7% on a constant currency basis. The constant currency increase in gross profit was primarily driven by the increased net sales in all business lines. The decrease in gross margin was primarily due to increased net sales of products containing pass-through metals in our Assembly business, higher raw material prices and logistics costs.
Year to date, Industrial & Specialty's gross profit increased by 11% on a reported basis and 19% on a constant currency basis. The constant currency increase in gross profit was primarily driven by the contribution of $46.1 million from the Coventya Acquisition. The decrease in gross margin was primarily due to higher raw material prices, particularly attributable to our Graphics business, and logistics costs, as well as unfavorable product mix from weaker automotive production.
24
Operating
Expenses
Three
Months Ended June 30,
% Change
Six Months Ended June 30,
% Change
(dollars in millions)
2022
2021
Reported
Constant Currency
2022
2021
Reported
Constant
Currency
Selling, technical, general and administrative
$
146.5
$
154.7
(5)%
(1)%
$
299.9
$
284.3
5%
9%
Research
and development
12.8
12.8
(1)%
2%
26.9
24.3
10%
13%
Total
$
159.3
$
167.5
(5)%
(1)%
$
326.8
$
308.6
6%
9%
Operating
expenses as % of net sales
Selling, technical, general and administrative
21.7
%
26.4
%
(470) bps
(500)
bps
22.1
%
25.0
%
(290) bps
(320) bps
Research and development
1.9
%
2.2
%
(30) bps
(40) bps
2.0
%
2.1
%
(10)
bps
(20) bps
Total
23.5
%
28.6
%
(510) bps
(540) bps
24.1
%
27.2
%
(310) bps
(350)
bps
Operating expenses in the second quarter of 2022 decreased 5% on a reported basis and 1% on a constant currency basis. The constant currency decrease was primarily driven by a $13.6 million stock compensation adjustment for performance-based RSUs previously considered not probable recorded in the second quarter of 2021 and lower incentive compensation costs partially offset by $18.5 million of operating expenses related to the Coventya and HSO Acquisitions (which include the impact of amortization from purchase accounting and restructuring costs of $6.2 million) and $2.7 million of higher travel expenses.
Year to date, operating expenses increased 6% on a reported basis and 9% on a constant currency basis. The constant currency increase was primarily driven by $37.1 million of operating expenses related to the Coventya and HSO Acquisitions (which include
the impact of amortization from purchase accounting and restructuring costs of $12.6 million) and $4.9 million of higher travel expenses. These increases were partially offset by a $13.6 million stock compensation adjustment for performance-based RSUs previously considered not probable recorded in the second quarter of 2021 and lower incentive compensation costs.
Other (Expense) Income
Three
Months Ended June 30,
Six Months Ended June 30,
(dollars in millions)
2022
2021
2022
2021
Other (expense) income
Interest expense, net
$
(13.2)
$
(12.9)
$
(27.3)
$
(25.8)
Foreign
exchange gain (loss)
2.7
(5.2)
2.0
22.8
Other income (expense), net
7.5
(5.7)
3.2
(7.3)
Total
$
(3.0)
$
(23.8)
$
(22.1)
$
(10.3)
Interest
Expense, Net
For the three and six months ended June 30, 2022, interest expense, net increased primarily due to the interest associated with the $400 million Add-on Term Loans entered into in the third quarter of 2021.
Foreign Exchange Gain (Loss)
For the three months ended June 30, 2022, foreign exchange gain increased primarily due to the remeasurement of British pound-denominated intercompany balances. For the six months ended June 30, 2022, foreign exchange gain decreased primarily due to the remeasurement of euro-denominated intercompany balances.
Other Income (Expense), Net
For the three and six
months ended June 30, 2022, other income, net included $8.5 million and $3.9 million of gains associated with metals derivative contracts, respectively. For the three and six months ended June 30, 2021, other expense, net included
25
$1.8 million of expense associated with the forward starting swaps related to the $400 million Add-on Term Loans. Losses associated with metals derivative contracts were $3.4 million and $6.8 million for the three and six months ended June
30, 2021, respectively.
Income Tax
The comparison of the Company's income tax provision between periods can be significantly impacted by the level and mix of earnings and losses by tax jurisdiction and discrete items. See Note 10, Income Taxes, to the unaudited Condensed Consolidated Financial Statements for further information.
Segment Adjusted EBITDA Performance
Three
Months Ended June 30,
% Change
Six Months Ended June 30,
% Change
(dollars in millions)
2022
2021
Reported
Constant Currency
2022
2021
Reported
Constant
Currency
Adjusted EBITDA:
Electronics
$
101.5
$
93.7
8%
13%
$
202.6
$
191.2
6%
9%
Industrial
& Specialty
38.9
38.1
2%
13%
82.6
78.4
5%
15%
Total
$
140.4
$
131.8
7%
13%
$
285.2
$
269.6
6%
11%
Adjusted
EBITDA margin:
Electronics
23.1
%
23.7
%
(60) bps
(60) bps
23.1
%
25.1
%
(200)
bps
(210) bps
Industrial & Specialty
16.3
%
19.9
%
(360) bps
(320) bps
17.3
%
20.9
%
(360) bps
(340)
bps
Total
20.7
%
22.5
%
(180) bps
(170) bps
21.0
%
23.7
%
(270) bps
(270) bps
For
the three months ended June 30, 2022, Electronics' Adjusted EBITDA increased 8% on a reported basis and 13% on a constant currency basis. The constant currency increase was primarily driven by higher gross profits. Industrial & Specialty's Adjusted EBITDA increased 2% on a reported basis and 13% on a constant currency basis. The Coventya Acquisition had a positive impact on Industrial & Specialty's Adjusted EBITDA including synergies, which was partially offset by higher logistics costs and raw material prices and unfavorable product mix from weaker automotive production.
For the six months ended June 30, 2022, Electronics' Adjusted EBITDA increased 6% on a reported basis and 9% on a constant currency basis. The constant currency increase was primarily driven by higher gross profits. Industrial
& Specialty's Adjusted EBITDA increased 5% on a reported basis and 15% on a constant currency basis. The Coventya Acquisition had a positive impact on Industrial & Specialty's Adjusted EBITDA including synergies, which was partially offset by higher logistics costs and raw material prices and unfavorable product mix from weaker automotive production.
Liquidity and Capital Resources
Our primary source of liquidity during the six months ended June 30, 2022 was available cash generated from operations and cash on hand. Our primary uses of cash and cash equivalents were to fund operations including working capital, repurchase shares of our common stock under our stock repurchase program,
pay cash dividends, purchase shares of our common stock withheld by us to satisfy the tax withholding requirements related to the vesting of RSUs and to fund the HSO Acquisition as well as capital expenditures and debt service obligations. Our first significant debt principal payment of approximately $1.08 billion, related to the maturity of our outstanding term loans under the Credit Agreement, is not due until 2026.
In the second quarter of 2022, we paid a cash dividend of 8 cents per share. We currently expect to continue to pay a cash dividend on a quarterly basis; however, the actual declaration of any cash dividends as well as their amounts and timing, will be subject to the final determination of our Board of Directors based on factors including our future earnings and cash flow generation.
26
We
believe that our cash and cash equivalents and cash generated from operations, supplemented by our availability under our lines of credit, including our revolving credit facility under the Credit Agreement, will be sufficient to meet our working capital needs, interest payments, capital expenditures, potential dividend payments and other business requirements for at least the next twelve months. However, working capital cycles and/or future repurchases of our common stock and/or acquisitions may require additional funding, which may include future debt and/or equity offerings. On July 27, 2022, we filed a shelf registration statement on Form S-3 with the SEC to replace our expiring registration statement. The Form S-3 covers various types of securities that we may offer in amounts, at prices and on terms to be determined if and when these securities are offered within the next three years. Our long-term liquidity
may be influenced by our ability to borrow additional funds, renegotiate existing debt and/or raise new equity or debt under terms that are favorable to us.
We may from time to time seek to repurchase our equity and/or to retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, applicable restrictions under our various financing arrangements and other factors.
During the six months ended June 30, 2022, approximately 75% of our net sales were generated from non-U.S. operations, and we expect a large portion of our net sales to continue to be generated outside of the U.S. As a result, our
foreign subsidiaries will likely continue to hold a substantial portion of our cash. We expect to manage our worldwide cash requirements based on available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We may transfer cash from certain international subsidiaries to the U.S. and/or other international subsidiaries when we believe it is cost effective to do so.
We continually review our domestic and foreign cash profile, expected future cash generation and investment opportunities,
which support our current designation of a portion of these funds as being indefinitely reinvested, and reassess whether there are demonstrated needs to repatriate a portion of these funds being held internationally. If, as a result of our review, we determine that all or a portion of the funds require repatriation, we may be required to accrue additional taxes. Of our $216 million of cash and cash equivalents at June 30, 2022, $180 million was held by our foreign subsidiaries. During the six months ended June 30, 2022, domestic cash was primarily used for repurchases of shares of our common stock under our stock repurchase program, payment of cash dividends, the purchase of shares of our common stock withheld by us to satisfy the tax withholding requirements related to the vesting
of RSUs, funding of the HSO Acquisition and satisfaction of our debt service obligations.
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:
Six Months Ended June 30,
(dollars in millions)
2022
2021
Cash
provided by operating activities
$
68.7
$
113.0
Cash used in investing activities
$
(46.0)
$
(49.1)
Cash used in financing activities
$
(129.4)
$
(37.3)
Operating
Activities
The decrease in net cash flows provided by operating activities of $44.3 million was primarily driven by higher levels of working capital, including a build of safety inventory, higher raw material costs and higher annual incentive compensation payments, primarily in the first quarter of 2022 that were associated with our 2021 performance. These items were partially offset by higher cash operating profits (net income adjusted for non-cash items).
Investing Activities
During the six months ended June 30, 2022, we paid approximately $23 million in connection with the HSO Acquisition. During the six months ended June 30, 2021, we paid $50.9 million in connection with the HKW Acquisition and received $19.0 million for the sale of
a dormant facility in New Jersey.
27
Financing Activities
During the six months ended June 30, 2022, we paid approximately $59.7 million in aggregate for the repurchase of shares of our common stock under our stock repurchase program, $39.6 million of cash dividends on shares of our common stock and $24.0 million for shares of our common stock withheld by the Company to satisfy the tax withholding requirements related to the vesting of RSUs included in "Other, net." During the six months ended June 30, 2021, we paid $27.2 million of cash
dividends on shares of our common stock.
Financial Borrowings
Credit Facilities and Senior Notes
At June 30, 2022, we had $1.90 billion of indebtedness, net of unamortized discounts and debt issuance costs, which primarily included:
•$1.11 billion of term debt arrangements outstanding under our term loans; and
•$790 million of 3.875% USD Notes due 2028.
Availability under our revolving credit facility and various lines of credit and overdraft facilities totaled $346 million at June
30, 2022 (net of $6.1 million of stand-by letters of credit which reduce our borrowing capacity).
Covenants
At June 30, 2022, we were in compliance with the customary affirmative and negative covenants, events of default and other customary provisions of the Credit Agreement as well as with the covenants included in the indenture governing our 3.875% USD Notes due 2028.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The quantitative and qualitative disclosures about market risk required by this item have not changed
materially from those disclosed in our 2021 Annual Report. For a discussion of our exposure to market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, contained in our 2021 Annual Report.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Based on management's evaluation (with the participation of our CEO and CFO), as of the end of the period covered by this Quarterly Report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to provide reasonable assurance that information required to be disclosed
in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes to Internal Control Over Financial Reporting
Based on management's evaluation (with the participation of our CEO and CFO), there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
28
PART
II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in legal proceedings, investigations and/or claims that are incidental to the operation of our businesses. In particular, we are involved in various claims relating to environmental matters at a number of current and former plant sites and waste management sites. See Note 9, Contingencies, Environmental and Legal Matters, to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for more information and updates.
Item
1A. Risk Factors
There have been no material changes in the risk factors from those set forth in Part I, Item 1A, Risk Factors of our 2021 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Purchases of Equity Securities by the Issuer and Affiliated Purchases
The following table provides information about purchases by the Company during the three months ended June 30, 2022 of equity securities of the
Company:
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of a Publicly Announced Repurchase Program
Approximate
Dollar Value of Shares that May Yet be Purchased Under the Repurchase Program(1) (in millions)
April 1 - April 30
493,522
$
20.69
493,522
$
703
May 1 - May 31
883,985
$
20.31
883,985
$
685
June
1 - June 30
785,139
$
18.78
785,139
$
670
Total
2,162,646
$
19.84
2,162,646
(1) In November 2021, our Board of Directors increased the authorization under the Company's stock repurchase program to $750 million. The program does not require the repurchase of any specific number of shares and shares repurchases are made opportunistically at the discretion of the Company. The program does not have an expiration date but may be suspended or terminated by the Board at any time.
Shares withheld by the Company to satisfy tax withholding requirements related to the vesting of RSUs are not considered share repurchases under our stock repurchase program and, therefore, are excluded from the table above.
Item
3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
29
Item 6. Exhibits
The
following exhibits are filed or furnished as part of this Quarterly Report:
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents
104**
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibits 101)
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 this July 28, 2022.
