Lincoln Electric(LECO) - 2023 Q4 - Annual Report

Part I Business Overview Lincoln Electric is a global leader in arc welding products and automated systems, operating through three segments and serving diverse industrial markets - The company is a world leader in arc welding products, automated systems, and cutting equipment, with a leading global position in brazing and soldering alloys[6] - The business operates through three segments: Americas Welding, International Welding, and The Harris Products Group[10] - Major end-user markets include general fabrication, energy, heavy industries, automotive/transportation, and construction/infrastructure[12] - Competition is based on brand preference, product quality, and service, with the company's highly trained technical sales force providing a competitive advantage[13][14] - As of December 31, 2023, the company employed approximately 12,000 people worldwide[20] Risk Factors The company faces significant economic, operational, strategic, and legal risks, including sensitivity to economic cycles, supply chain disruptions, intense competition, and asbestos litigation - Economic Risks: Operating results are sensitive to economic cycles, inflation, interest rates, and global supply chain disruptions, including ongoing risks from the Russia-Ukraine conflict[38][39] - Operational Risks: Risks include volatility in raw material and energy costs, disruptions from global events, and significant cybersecurity threats to information systems[44][45][47] - Business Strategy Risks: Challenges include integrating acquisitions, developing new products, protecting intellectual property, and intense global competition, including from low-cost foreign imports[51][54][58] - Legal and Compliance Risks: The company is a co-defendant in approximately 1,387 asbestos-induced illness lawsuits as of December 31, 2023, and faces product liability, tax law, and environmental regulation risks[62][66][70][73] Cybersecurity The company integrates cybersecurity into its ERM process, employing assessments and training, with Board oversight and an experienced CIO managing these critical risks - Cybersecurity risk management is integrated into the company's Enterprise Risk Management (ERM) process and is considered a critical risk[81] - The company employs third-party assessments, penetration testing, and biannual employee training to manage and mitigate cybersecurity risks[82][83] - The Board's Audit Committee oversees cybersecurity risks, receiving regular updates from the Chief Information Officer (CIO), with the full Board receiving an annual update[86] - To date, no cybersecurity incidents have had a material impact on the business or operations[84] Information About Our Executive Officers This section lists the company's executive officers, including their age and professional history, highlighting key leadership roles Executive Officers as of January/February 2024 | Name | Age | Position | | :--- | :--- | :--- | | Christopher L. Mapes | 62 | Executive Chairman of the Board | | Steven B. Hedlund | 57 | President and Chief Executive Officer | | Gabriel Bruno | 56 | Executive Vice President, Chief Financial Officer and Treasurer | | Jennifer I. Ansberry | 50 | Executive Vice President, General Counsel and Secretary | | Michele R. Kuhrt | 57 | Executive Vice President, Chief Human Resources Officer | | Lisa A. Dietrich | 51 | Executive Vice President, Chief Information Officer | Properties The company's corporate headquarters are in Cleveland, Ohio, with 71 manufacturing and automation facilities globally across 21 countries, most of which are owned - Corporate headquarters and principal U.S. manufacturing facilities are in Cleveland, Ohio, with approximately 3.0 million square feet of space[92] - The company has 71 manufacturing and automation system integration facilities across 21 countries[94] - Significant manufacturing locations are listed by operating segment, including facilities in the United States, Brazil, Canada, Mexico, China, Germany, Italy, and the United Kingdom[94] - In March 2022, the company ceased operations in Russia in response to the invasion of Ukraine[94] Legal Proceedings The company is involved in various legal proceedings, primarily asbestos-related lawsuits, with a strong record of successful defense and dismissals for thousands of claims - As of December 31, 2023, the company was a co-defendant in approximately 1,387 asbestos-induced illness lawsuits, a net decrease of 22 claims from the prior report[97] - Since January 1, 1995, 56,986 asbestos-related claims have been dismissed, 23 tried to defense verdicts, and 1,015 decided in the company's favor on summary judgment motions[97] Part II Market for Common Equity, Stockholder Matters, and Equity Purchases The company's common shares trade on NASDAQ under 'LECO,' with 2,214 record holders and significant share repurchases in Q4 2023 - The company's common shares are traded on The NASDAQ Global Select Market under the symbol "LECO"[99] Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Plans | Maximum Shares that May Yet be Purchased | | :--- | :--- | :--- | :--- | :--- | | Oct 1 - 31, 2023 | 100,749 | $179.12 | 98,253 | 8,107,766 | | Nov 1 - 30, 2023 | 132,659 | $188.51 | 132,617 | 7,975,149 | | Dec 1 - 31, 2023 | 120,132 | $209.13 | 116,629 | 7,858,520 | | Total | 353,540 | $192.84 | 347,499 | | - On February 12, 2020, the Board authorized a share repurchase program for up to 10 million shares, with 2.1 million shares purchased through December 31, 2023[100] Management's Discussion and Analysis of Financial Condition and Results of Operations The company reported strong 2023 financial performance with Net Sales of $4.19 billion and Net Income of $545.2 million, driven by acquisitions and volume growth, alongside robust operating cash flow and a healthy balance sheet Results of Operations In 2023, Net Sales grew 11.4% to $4.19 billion, driven by acquisitions and volume, leading to improved gross margin and significant increases in operating income and net income Consolidated Results of Operations (Year Ended Dec 31) | Metric | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $4,191.6M | $3,761.2M | 11.4% | | Gross Profit | $1,465.4M | $1,280.8M | 14.4% | | Gross Profit % | 35.0% | 34.1% | +0.9 ppt | | Operating Income | $717.8M | $612.3M | 17.2% | | Net Income | $545.2M | $472.2M | 15.5% | | Diluted EPS | $9.37 | $8.04 | 16.5% | Change in Net Sales (2023 vs. 2022) | Component | % Change | | :--- | :--- | | Volume | 2.3% | | Acquisitions | 7.4% | | Price | 1.7% | | Foreign Exchange | 0.1% | | Total Net Sales Change | 11.4% | Segment Results In 2023, Americas Welding and International Welding segments reported strong Net Sales growth, while The Harris Products Group declined; all segments achieved higher Adjusted EBIT margins Net Sales % Change by Segment (2023 vs. 2022) | Segment | Volume | Acquisitions | Price | FX | Total Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Americas Welding | 4.8% | 9.7% | 1.6% | (0.1)% | 16.0% | | International Welding | 1.3% | 5.7% | 1.5% | 0.5% | 9.0% | | The Harris Products Group | (7.1)% | 0.0% | 2.4% | 0.5% | (4.2)% | Adjusted EBIT by Segment (Year Ended Dec 31) | Segment | 2023 Adjusted EBIT | 2022 Adjusted EBIT | % Change | 2023 Margin | 2022 Margin | | :--- | :--- | :--- | :--- | :--- | :--- | | Americas Welding | $538.3M | $462.8M | 16.3% | 19.3% | 19.2% | | International Welding | $136.5M | $120.2M | 13.6% | 12.7% | 12.2% | | The Harris Products Group | $74.1M | $64.0M | 15.8% | 14.6% | 12.1% | Liquidity and Capital Resources The company significantly improved liquidity in 2023, with operating cash flow increasing to $667.5 million, reduced investing outflows, and managed debt effectively, anticipating $90-110 million in 2024 capital expenditures Key Cash Flow Measures (Year Ended Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash provided by operating activities | $667.5M | $383.4M | | Cash used by investing activities | ($74.7M) | ($504.7M) | | Cash (used by) provided by financing activities | ($412.4M) | $133.7M | | Increase in Cash and cash equivalents | $196.6M | $4.2M | - The increase in operating cash flow was primarily due to increased earnings and improved working capital[141] - Total debt outstanding was $1.105 billion at year-end 2023, down from $1.204 billion at year-end 2022[146] - Anticipated capital expenditures for 2024 are projected to be between $90 million and $110 million[141] - In January 2024, the company paid a cash dividend of $0.71 per share, an 11% increase in the payout rate[140] Critical Accounting Policies and Estimates The company's financial statements rely on critical accounting policies and estimates, including legal and tax contingencies, deferred income taxes, inventory valuation, impairment testing, business acquisitions, and revenue recognition - Legal and Tax Contingencies: Management estimates probable costs for litigation, including asbestos claims, and maintains liabilities for uncertain tax positions[171][173] - Deferred Income Taxes: The company assesses the realizability of deferred tax assets by projecting future taxable income, recording a $36.9 million valuation allowance at year-end 2023[176][178] - Inventories: A substantial portion of U.S. inventories (37% of total) is valued using the LIFO method, requiring estimates of year-end inventory levels and costs[179] - Goodwill and Intangibles: Annual impairment tests for goodwill and indefinite-lived intangibles involve estimating fair values using discounted cash flow models based on future growth and discount rate assumptions[182][184] - Revenue Recognition: Most revenue is recognized at a point in time, but customized automation projects are accounted for over time, requiring estimates of total costs to complete[187] Quantitative and Qualitative Disclosures About Market Risk The company manages market risks from foreign currency, commodity prices, and interest rates using derivatives, with sensitivity analysis indicating manageable impacts from hypothetical changes - Primary financial market risks include fluctuations in currency exchange rates, commodity prices, and interest rates[190] - Foreign Currency Risk: Forward contracts hedge transactions and intercompany loans; a hypothetical 10% change in exchange rates on non-designated hedges would impact pre-tax income by $25.3 million, offset by underlying balance sheet exposure[194][196] - Interest Rate Risk: Interest rate swaps manage variability; a hypothetical 100 basis point increase in variable rates would increase annual Interest Expense by approximately $2.5 million[198] - Commodity Price Risk: Hedging arrangements manage price risk for commodity purchases, with a notional amount of 200,000 pounds at year-end 2023[197] Controls and Procedures Management and the independent auditor concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[203] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the 2013 COSO framework[204] - The effectiveness of internal control over financial reporting was audited by Ernst & Young LLP, which issued an unqualified opinion[205] Part III Items 10-14 Information for Items 10 through 14, covering directors, executive compensation, and related matters, is incorporated by reference from the company's 2024 definitive proxy statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the registrant's 2024 definitive proxy statement[209][210][211][212][213] Part IV Exhibits and Financial Statement Schedules This section lists the financial statements, schedules, and exhibits included in the Form 10-K, covering consolidated financial data, auditor reports, and key corporate documents - This section lists the financial statements filed with the report, including Consolidated Statements of Income, Comprehensive Income, Balance Sheets, Equity, and Cash Flows for the years ended December 31, 2023, 2022, and 2021[214] - Financial Statement Schedule II – Valuation and Qualifying Accounts is also included[215] - A comprehensive list of exhibits is provided, including credit agreements, note purchase agreements, equity and compensation plans, and executive officer certifications[217][220][221][222] Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm Ernst & Young LLP issued unqualified opinions on the company's consolidated financial statements and internal control over financial reporting, identifying goodwill impairment evaluation as a Critical Audit Matter - The auditor, Ernst & Young LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting[230][238] - A Critical Audit Matter was identified related to the goodwill impairment evaluation for a reporting unit in the Americas Welding segment, due to the complex and judgmental nature of estimating fair value sensitive to assumptions like weighted average cost of capital and terminal growth rate[235] Consolidated Financial Statements The consolidated financial statements show consistent growth in Net Sales and Net Income, with Total Assets reaching $3.38 billion and robust operating cash flow of $667.5 million in 2023 Consolidated Income Statement Highlights (in thousands) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Sales | $4,191,636 | $3,761,211 | $3,234,180 | | Operating Income | $717,849 | $612,336 | $461,669 | | Net Income | $545,248 | $472,224 | $276,580 | | Diluted EPS | $9.37 | $8.04 | $4.60 | Consolidated Balance Sheet Highlights (in thousands) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $1,693,111 | $1,557,790 | | Total Assets | $3,377,297 | $3,180,546 | | Total Current Liabilities | $754,610 | $852,897 | | Total Liabilities | $2,068,445 | $2,146,505 | | Total Equity | $1,308,852 | $1,034,041 | Consolidated Cash Flow Highlights (in thousands) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $667,542 | $383,386 | $365,063 | | Net Cash from Investing Activities | ($74,729) | ($504,691) | ($205,356) | | Net Cash from Financing Activities | ($412,392) | $133,725 | ($221,940) | Notes to Consolidated Financial Statements The notes provide detailed explanations of accounting policies and financial data, covering acquisitions, goodwill, debt, pensions, and income taxes - Acquisitions (Note 4): The company acquired Powermig in Brazil for $29.6 million in May 2023, and Fori Automation for $427 million in December 2022, expanding automation capabilities and automotive market presence[312][313] - Goodwill (Note 5): As of December 31, 2023, goodwill totaled $694.5 million, with $497.6 million allocated to the Americas Welding segment, primarily due to the Powermig and Fori acquisitions[324] - Debt (Note 9): Total debt was $1.105 billion at year-end 2023, primarily Senior Unsecured Notes ($702.8 million net) and a $400 million Term Loan, with the company in compliance with all debt covenants[343] - Pensions (Note 11): The company maintains defined benefit and contribution plans; U.S. defined benefit plans had an $8.4 million deficit, and non-U.S. plans had a $34.8 million deficit at year-end 2023[366] - Income Taxes (Note 13): The effective tax rate for 2023 was 20.6%, with gross deferred tax assets of $172.7 million and a valuation allowance of $36.9 million recorded[385][388]