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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the fiscal year ended
or
For the transition period from _____________ to _____________
Commission file number
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) |
| ||
(Address of principal executive offices) | (Zip Code) |
( |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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.
☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | |||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(c)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the common shares held by non-affiliates as of June 30, 2021 was $
The number of shares outstanding of the registrant’s common shares as of January 31, 2022 was
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement with respect to the registrant’s 2022 Annual Meeting of Shareholders.
PART I
ITEM 1. BUSINESS
General
As used in this Annual Report on Form 10-K, the term Company, except as otherwise indicated by the context, means Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest. The Lincoln Electric Company began operations in 1895 and was incorporated under the laws of the State of Ohio in 1906. During 1998, The Lincoln Electric Company reorganized into a holding company structure, and Lincoln Electric Holdings, Inc. became the publicly-held parent of Lincoln Electric subsidiaries worldwide, including The Lincoln Electric Company.
The Company is one of only a few worldwide broad-line manufacturers of welding, cutting and brazing products. The Company is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment. The Company also has a leading global position in brazing and soldering alloys.
The Company’s products include arc welding power sources, plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes and welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes computer numeric controlled (CNC) plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing.
The arc welding power sources and wire feeding systems manufactured by the Company range in technology from basic units used for light manufacturing and maintenance to highly sophisticated robotic applications for high volume production welding and fabrication. Three primary types of arc welding electrodes are produced: (1) coated manual or stick electrodes; (2) solid electrodes produced in coil, reel or drum forms for continuous feeding in mechanized welding; and (3) cored electrodes produced in coil form for continuous feeding in mechanized welding.
The Company has, through wholly-owned subsidiaries, manufacturing facilities located in the United States, Australia, Austria, Brazil, Canada, China, Colombia, France, Germany, India, Italy, Mexico, Poland, Portugal, Romania, Russia, Spain, Turkey and the United Kingdom.
The Company’s business units are aligned into three operating segments. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global cutting, soldering and brazing businesses, as well as the retail business in the United States.
Customers
The Company’s products are sold in both domestic and international markets. In the Americas, products are sold principally through industrial distributors, retailers and also directly to users of welding products. Outside of the Americas, the Company has an international sales organization comprised of Company employees and agents who sell products from the Company’s various manufacturing sites to distributors and product users.
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The Company’s major end-user markets include:
| ● | general fabrication, |
| ● | energy and process industries, |
| ● | heavy industries (heavy fabrication, ship building and maintenance and repair), |
| ● | automotive and transportation, and |
| ● | construction and infrastructure. |
The Company is not dependent on a single customer or a few customers and no individual customer currently accounts for more than ten percent of total Net sales. However, the loss of a large customer could have an adverse effect on the Company’s business. The Company’s operating results are sensitive to changes in general economic conditions. The arc welding and cutting industry is generally a mature industry in developed markets such as North America and Western Europe and is cyclical in nature. Overall demand for arc welding and cutting products is largely determined by economic cycles and the level of capital spending in manufacturing and other industrial sectors. The Company experiences some variability in reported period-to-period results as demand for the Company’s products are mildly seasonal with generally higher demand in the second and third quarters. See Item 1A. Risk Factors for further discussion regarding risks associated with customers, general economic conditions and demand.
Competition
Conditions in the arc welding and cutting industry are highly competitive. The Company believes it is the world’s largest manufacturer of consumables and equipment with relatively few major broad-line competitors worldwide, but numerous smaller competitors in specific geographic markets. The Company continues to pursue strategies to heighten its competitiveness in domestic and international markets, which includes positioning low cost manufacturing facilities in most geographical markets. Competition in the arc welding and cutting industry is based on brand preference, product quality, price, performance, warranty, delivery, service and technical support. The Company believes its performance against these factors has contributed to the Company’s position as the leader in the industry.
Most of the Company’s products may be classified as standard commercial articles and are manufactured for stock. The Company believes it has a competitive advantage in the marketplace because of its highly trained technical sales force and the support of its welding research and development staff to assist customers in optimizing their welding applications. This allows the Company to introduce its products to new users and to establish and maintain close relationships with its customers. This close relationship between the technical sales force and the direct customers, together with its supportive relationship with its distributors, who are particularly interested in handling the broad range of the Company’s products, is an important element of the Company’s market success and a valuable asset of the Company.
Raw Materials
The principal raw materials essential to the Company’s business are steel, electronic components, engines, brass, copper, silver, aluminum alloys, robotic components and various chemicals, all of which are normally available for purchase in the open market.
Patents and Trademarks
The Company holds many valuable patents, primarily in arc welding, and actively protects its innovations as research and development has progressed in both the United States and major international jurisdictions. The Company believes its trademarks are an important asset and aggressively pursues brand management.
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Environmental Regulations
The Company’s facilities are subject to environmental regulations. To date, compliance with these environmental regulations has not had a material adverse effect on the Company’s earnings. The Company is ISO 14001 certified at most significant manufacturing facilities in North America and Europe and is progressing towards certification at its remaining facilities worldwide. In addition, the Company is ISO 9001 certified at 41 facilities worldwide.
The Company ensures compliance as well as the continuous improvement of the environmental performance of its products and operations through its global Environmental, Health, Safety and Quality (“EHSQ”) systems. The Company’s systems are guided by the Corporate EHSQ Policy, global directives and corporate standards that establish consistent guidelines for the management, measurement and reporting of environmental, health and safety activities, as well as quality across the Company’s global platform. The Company’s products support our customers' sustainable operations through enhanced worker safety, reduced emissions, improved energy efficiency, reduced waste and regulatory compliance.
International Operations
The Company conducts a significant amount of its business and has a number of operating facilities in countries outside the United States. As a result, the Company is subject to business risks inherent to non-U.S. activities, including political uncertainty, import and export limitations, exchange controls and currency fluctuations.
Human Capital Management
Employee Profile
The Company’s employees are its most valuable asset as they represent the foundation of the Company and its future success. The number of persons employed by the Company worldwide at December 31, 2021 was approximately 11,000.
Employee Engagement
The Company strongly believes that employee engagement drives better business results and that a highly engaged workforce can increase innovation, productivity and bottom-line performance while reducing costs. The Company engages employees through individual, small group and town hall meetings, its Advisory Board, global intranet, employee surveys, resource groups, health and safety communications and initiatives, training and development, employee wellness programs, and an ethics hotline, among other vehicles.
Talent Management and Development
In order to ensure the competitiveness of our workforce as well as a strong succession pipeline, the Company provides development opportunities to advance skills, knowledge and expertise. The Company’s programs include formal leadership, management and professional development programs, tuition reimbursement for external accredited programs, mentoring, self-guided online courses, instructor-led programs and special project and rotational assignments that can lead to extensive global exposure.
Diversity and Inclusion
The Company has a longstanding commitment to equal opportunity in all aspects of employment—including employee compensation, job placement and promotion regardless of gender, race or other personal characteristics. The Company’s culture is underpinned by its core values, including the guiding principles championed by James F. and John C. Lincoln when they founded Lincoln Electric over 125 years ago – The Golden Rule: Treat Others How You Would Like to Be Treated. The Company has implemented several measures that focus on ensuring accountability exists for making progress in diversity. The CEO and other senior leaders have diversity and inclusion objectives as part of their annual
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performance goals. The Company focuses on diverse talent sourcing strategies and partners with external organizations that develop and supply diverse talent. The Company reviews and updates it human resources processes and benchmarks roles and compensation externally on a regular basis to help prevent bias and promote a diverse and inclusive workplace.
Compensation
The Company’s compensation program is designed to attract and retain exceptional employees and to maintain a strong pay for performance culture. The Company has designed its compensation system to reflect current best practices, including setting base pay below the competitive market for each position, targeting incentive-based cash compensation above the competitive market and promoting quality corporate governance in compensation decisions.
The Company’s annual talent and succession planning process reviews 100% of its global professional staff worldwide to support the development of a talent pipeline for critical roles in general management, engineering and operations. This evaluation includes the Company’s CEO as well as segment business and functional leaders, focusing on high potential talent, diverse talent and succession within the Company’s most critical roles.
The Company believes that the practices outlined above result in sustained increases in shareholder value and reflects its compensation philosophy of aligning long-term pay and performance.
Health and Safety
Health and safety is a priority for the Company, its vision is an accident-free workplace with zero safety incidents. The Company follows a rigorous health and safety program that adheres to stringent safety standards and best practices to ensure its manufacturing operations, related processes and products do not negatively impact the health and welfare of its employees, customers and neighbors.
In addition to Company-led programs and employee engagement in behavior-based safety and wellness committees, the Company is actively engaged in health and safety standard development committees at key industry organizations such as the American Welding Society, the International Institute of Welding and across various International Standards Organization committees to ensure best practices for its employees and end users.
To mitigate the impact of the current coronavirus (“COVID-19”) pandemic the Company has maintained the health and safety of its employees by implementing best-practice CDC and WHO safety and hygiene protocols, mandated social distancing and face mask use, required daily symptom assessments, restricted travel, maximized flexible and remote work arrangements, and performed regular audits to ensure compliance. These measures were in addition to the Company’s standard health and safety program that adheres to stringent safety standards and best practices to ensure that its operations, related processes and products do not negatively impact the health and welfare of its employees, customers or community. In addition, the Company implemented a COVID-19 vaccination incentive program in 2021 for its U.S. employees to maximize vaccination rates among workers.
Community Engagement
The Company is an active member in the communities where it lives and works. The Company participates in community meetings, local business associations, offers plant visits, provides grants to nonprofit organizations and donates resources and time through in-kind gifts, employee volunteerism and non-profit board service. The Company’s partnership with academia includes executive-led lectures and donations of equipment and engineering expertise to support lab and research initiatives. In addition, the Company supports community educational / career programming among secondary and high school students in order to address skills gaps in industry and maintain awareness of attractive career pathways in manufacturing.
See Part I, Item 1C for information regarding the Company’s executive officers, which is incorporated herein by reference.
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Website Access
The Company’s website, www.lincolnelectric.com, is used as a channel for routine dissemination of important information, including news releases and financial information. The Company posts its filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (SEC), including annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K; proxy statements; and any amendments to those reports or statements. The Company also posts its Code of Corporate Conduct and Ethics on its website. All such postings and filings are available on the Company’s website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when news releases and financial information is posted on the website. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report unless expressly noted.
ITEM 1A. RISK FACTORS
From time to time, information we provide, statements by our employees or information included in our filings with the SEC may contain forward-looking statements that are not historical facts. Those statements are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of words such as may, will, expect, intend, estimate, anticipate, believe, forecast, guidance or words of similar meaning. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company’s operating results. Forward-looking statements, and our future performance, operating results, financial position and liquidity, are subject to a variety of factors that could materially affect results, including those risks described below. Forward-looking statements made in this report speak only as of the date of the statement, and, except as required by law, we undertake no obligation to update those statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
In the ordinary course of our business, we face various strategic, operating, compliance and financial risks. These risks could have a material impact on our business, financial condition, operating results and cash flows. Our Enterprise Risk Management (ERM) process seeks to identify and address significant risks. Our ERM process is a company-wide initiative that is designed with the intent of prioritizing risks and allocating appropriate resources to address such risks. We use the integrated risk framework of the Committee of Sponsoring Organizations to assess, manage and monitor risks.
Management has identified and prioritized critical risks based on the severity and likelihood of each risk and assigned an executive to address each major identified risk area and lead action plans to monitor and mitigate risks, where possible. Our Board of Directors provides oversight of the ERM process and systematically reviews identified critical risks. The Audit Committee also reviews major financial risk exposures and the steps management has taken to monitor and control them.
Our goal is to pro-actively manage risks in a structured approach and in conjunction with the strategic planning process, with the intent to preserve and enhance shareholder value. However, these and other risks and uncertainties could cause our results to vary materially from recent results or from our anticipated future results. The risk factors and uncertainties described below, together with information incorporated by reference or otherwise included elsewhere in this Annual Report on Form 10-K, should be carefully considered. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. Additional risks and uncertainties of which we are currently unaware or that we currently believe to be immaterial may also adversely affect our business. Readers should not interpret the disclosure of any risk factor to imply that the risk has not yet already materialized.
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Risks Related to the COVID-19 pandemic
The COVID-19 pandemic could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity and capital investments.
The current COVID-19 pandemic, including new variants of the virus, has adversely impacted global economic conditions, has contributed to significant volatility in financial markets and continues to generate economic and operational uncertainty. While our estimates contemplate current conditions, the COVID-19 pandemic and similar issues in the future could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, and capital investments. In addition, any preventive measures we have or may put in place, may have a material adverse effect on our business for an indefinite period of time, such as the potential shut down of certain locations, decreased employee availability, potential border closures, disruptions to the businesses of our channel partners and others. Our suppliers and customers may also face these and other challenges, which could lead to a disruption in our supply chain, as well as decreased customer demand for our products and services. These issues may also materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition, capitalization and capital investments. Although these disruptions may continue to occur, the long-term economic impact and near-term financial impacts of such issues, including, but not limited to, possible impairment, restructuring and other charges, may not be reasonably estimated due to the uncertainty of future developments.
Risks Related to Economic Conditions
General economic, financial and market conditions may adversely affect our financial condition, results of operations and access to capital markets.
Our operating results are sensitive to changes in general economic conditions. Recessionary economic cycles, global supply chain disruptions, higher logistics costs, higher interest rates, inflation, higher raw materials costs, higher labor costs, trade barriers in the world markets, financial turmoil related to sovereign debt and changes in tax laws or trade laws or other economic factors affecting the countries and industries in which we do business could adversely affect demand for our products. An adverse change in demand could impact our results of operations, collection of accounts receivable and our expected cash flow generation from current and acquired businesses, which may adversely impact our financial condition and access to capital markets.
The United Kingdom Financial Conduct Authority (the “FCA”), which regulates The London Interbank Offered Rate (“LIBOR”), intends to phase out LIBOR. On March 5, 2021, the FCA announced that the U.S. dollar LIBOR rates will no longer be published after June 30, 2023. We may need to amend our revolving line of credit and interest rate forward starting swap agreements that use LIBOR as a benchmark and we cannot predict what alternative index or other amendments may be negotiated with our counterparties. As a result, the uncertainty regarding the future of LIBOR as well as the transition from LIBOR could have adverse impacts on our financial condition.
We conduct our sales and distribution operations on a worldwide basis and maintain manufacturing facilities in a number of foreign countries, which subjects us to risks associated with doing business outside the United States.
As a growing global enterprise, the share of sales and profits we derive from our international operations and exports from the United States is significant. This trend increases our exposure to the performance of many developing economies in addition to the developed economies outside of the United States. If international economies were to experience significant slowdowns, it could adversely affect our financial condition, results of operations and cash flows. There are a number of risks in doing business internationally, which may impede our ability to achieve our strategic objectives relating to our foreign operations, including:
| ● | Political and economic uncertainty and social turmoil; |
| ● | Corporate governance and management challenges in consideration of the numerous U.S. and foreign laws and regulations, including regulations relating to import-export control, technology transfer restrictions, repatriation |
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| of earnings and funds, exchange controls, labor regulations, nationalization, tariffs, data protection and privacy requirements, anti-boycott provisions and anti-bribery laws (such as the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention); |
| ● | International terrorism and hostilities; |
| ● | Changes in the global regulatory environment, including revised or newly created laws, regulations or standards relating to the Company, our products or the markets in which we operate; and |
| ● | Significant fluctuations in relative currency values; in particular, an increase in the value of the U.S. dollar against foreign currencies could have an adverse effect on our profitability and financial condition, as well as the imposition of exchange controls, currency devaluations and hyperinflation. |
The cyclical nature and maturity of the arc welding and cutting industry in developed markets may adversely affect our performance.
The arc welding and cutting industry is generally a mature industry in developed markets such as North America and Western Europe and is cyclical in nature. Overall demand for arc welding and cutting products is largely determined by the level of capital spending in manufacturing and other industrial sectors, and the welding industry has historically experienced contraction during periods of slowing industrial activity. If economic, business and industry conditions deteriorate, capital spending in those sectors may be substantially decreased, which could reduce demand for our products and have an adverse impact on our revenues and results of operations.
Risks Related to Manufacturing and Operations
Economic and supply disruptions associated with events beyond our control, such as war, acts of terror, political unrest, pandemic, labor disputes, natural disasters could adversely affect our supply chain and distribution channels or result in loss of sales and customers.
Our facilities and operations, and the facilities and operations of our suppliers and customers, could be disrupted by events beyond our control, such as war, political unrest, pandemic, labor disputes, natural disasters, including events caused by climate change. Any such disruption could cause delays in the production and distribution of our products and the loss of sales and customers. Insurance proceeds may not adequately compensate the Company for the losses.
We are currently experiencing supply shortages and inflationary pressures for certain components and raw materials due to the COVID-19 pandemic. We expect these supply chain challenges and cost impacts to continue for the foreseeable future as markets recover. Although we have secured additional supply from existing and alternate suppliers and have taken other mitigating actions to mitigate supply disruptions, we can not guarantee that we can continue to do so in the future. In this event, our business, results and financial condition could be adversely affected. Maintaining higher inventory levels to service customers may result in excess or obsolete inventory and related charges if demand for these products is lower than our expectations. This may adversely affect financial results.
Availability of and volatility in energy costs or raw material prices may adversely affect our performance.
In the normal course of business, we are exposed to market risks related to the availability of and price fluctuations in the purchase of energy and commodities used in the manufacture of our products (primarily steel, brass, copper, silver, aluminum alloys, electronic components, electricity and natural gas). The availability and prices for energy costs and raw materials, including steel, nonferrous metals and chemicals, are subject to volatility and are influenced by worldwide economic conditions, including the current rising inflationary pressure. They are also influenced by import duties and tariffs speculative action, world supply and demand balances, inventory levels, availability of substitute materials, currency exchange rates, anticipated or perceived shortages, government trade practices and regulations and other factors.
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Increases in the cost of raw materials and components may adversely affect our profitability if we are unable to pass along to our customers these cost increases in the form of price increases or otherwise reduce our cost of goods sold. Although most of the raw materials and components used in our products are commercially available from a number of sources and in adequate supply, any disruption in the availability of such raw materials and components, our inability to timely or otherwise obtain substitutes for such items, or any deterioration in our relationships with or the financial viability of our suppliers could adversely affect our business.
We are subject to risks relating to our information technology systems.
The conduct and management of our business relies extensively on information technology systems, which contain confidential information related to our customers, suppliers and employees and other proprietary business information. We maintain some of these systems and are also dependent on a number of critical corporate infrastructure services provided by third parties relating to, among other things, human resources, electronic communication services and finance functions. Like many multinational companies, our systems are subject to regular cyber attacks and other malicious efforts to cause cyber security incidents. To date, these attacks have not had a material impact on our business or operations. However, if as a result of future attacks, our systems are significantly damaged, cease to function properly or are subject to a significant cyber security breach, we may suffer an interruption in our ability to manage and operate the business, and our results of operations and financial condition could be adversely affected. The Company continues to invest in cyber security, including maintaining and improving cyber security resilience, and the Company’s cyber security risks are monitored by the Audit Committee of our Board of Directors. Nevertheless, due to the nature of cyber threats, there can be no assurance that our preventive efforts can fully mitigate the risks of all cyber incidents, and a significant security breach could result in financial loss, unfavorable publicity, damage to our reputation, loss of our trade secrets and other competitive information, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties and fines and other sanctions resulting from any related breaches of data privacy regulations. Any of these could have an adverse effect on our results of operations and financial condition.
Risks Related to Human Capital
Our operations depend on maintaining a skilled workforce, and any interruption in our workforce could negatively impact our results of operations and financial condition.
Our success depends in part on the efforts and abilities of our management team and key employees. Their skills, experience and industry knowledge significantly benefit our operations and performance. Our future success will also depend on our ability to identify, attract and retain highly qualified managerial and technical (including research and development) personnel. Competition for these individuals is intense and compensation rates are increasing due to lower labor availability. Under these conditions, we may not succeed in identifying, attracting or retaining qualified personnel. With our strategy to expand internationally into developing markets, we may incur additional risks as some developing economies lack a sufficiently trained labor pool.
Any interruption of our workforce, including rationalization efforts related to the integration of acquired businesses, interruptions due to unionization efforts, changes in labor relations or shortages of appropriately skilled individuals could impact our results of operations and financial condition.
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Risks Related to Business Strategy
We may not be able to complete our acquisition or divestiture strategies, successfully integrate acquired businesses and in certain cases we may be required to retain liabilities for certain matters.
Part of our business strategy is to pursue targeted business acquisition opportunities, including foreign investment opportunities. We cannot be certain that we will be successful in pursuing potential acquisition candidates or that the consequences of any acquisition would be beneficial to us. Future acquisitions may expose us to unexpected liabilities and involve the expenditure of significant funds and management time. Further, we may not be able to successfully integrate an acquired business with our existing businesses or recognize the expected benefits from any completed acquisition. Integration efforts may include significant rationalization activities that could be disruptive to the business. Our current operational cash flow is sufficient to fund our acquisition plans, but a significant acquisition could require access to the capital markets.
Additionally, from time to time we may identify assets for strategic divestitures that would increase capital resources available for other activities and create organizational and operational efficiencies. Various factors could materially affect our ability to dispose of such assets or complete announced divestitures, including the receipt of approvals of governmental agencies or third parties and the availability of purchasers willing to acquire the interests or purchase the assets on terms and at prices acceptable to us.
Sellers typically retain certain liabilities or indemnify buyers for certain matters. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction and ultimately may be material. Also, as is typical in divestitures, third parties may be unwilling to release us from guarantees or other credit support provided prior to the sale of the divested assets. As a result, after a divestiture, we may remain secondarily liable for the obligations guaranteed or supported to the extent that the buyer of the assets fails to perform these obligations.
If we cannot continue to develop, manufacture and market products that meet customer demands, continue to enforce the intellectual property rights on which our business depends or if third parties assert that we violate their intellectual property rights, our revenues, gross margins and results of operations may suffer.
Our continued success depends, in part, on our ability to continue to meet our customers’ needs for welding and cutting products through the introduction of innovative new products and the enhancement of existing product design and performance characteristics. We must remain committed to product research and development and customer service in order to remain competitive. We cannot be assured that new products or product improvements, once developed, will meet with customer acceptance and contribute positively to our operating results, or that we will be able to continue our product development efforts at a pace to sustain future growth. Further, we may lose customers to our competitors if they demonstrate product design, development or manufacturing capabilities superior to ours.
We rely upon patent, trademark, copyright and trade secret laws in the United States and similar laws in foreign countries, as well as agreements with our employees, customers, suppliers and other third parties, to establish and maintain our intellectual property rights. However, any of our intellectual property rights could be challenged, invalidated or circumvented, or our intellectual property rights may not be sufficient to provide a competitive advantage. Further, the laws and their application in certain foreign countries do not protect our proprietary rights to the same extent as U.S. laws. Accordingly, in certain countries, we may be unable to protect our proprietary rights against unauthorized third-party copying or use, which could impact our competitive position.
Further, third parties may claim that we or our customers are infringing upon their intellectual property rights. Even if we believe that those claims are without merit, defending those claims and contesting the validity of patents can be time consuming and costly. Claims of intellectual property infringement also might require us to redesign affected products, enter into costly settlements or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from manufacturing, marketing or selling certain of our products.
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The competitive pressures we face could harm our revenue, gross margins and prospects.
We operate in a highly competitive global environment and compete in each of our businesses with other broad-line manufacturers and numerous smaller competitors specializing in particular products. We compete primarily on the basis of brand, product quality, price, performance, warranty, delivery, service and technical support. We have previously initiated, and may in the future initiate significant rationalization activities to align our business to market conditions and improve our overall competitiveness, including with respect to the integration of acquired businesses. Such rationalization activities could fail to deliver the desired competitive cost structure and could result in disruptions in customer service. If our products, services, support and cost structure do not enable us to compete successfully based on any of the criteria listed above, our operations, results and prospects could suffer.
Further, in the past decade, the arc welding industry in the United States and other developed countries has been subject to increased levels of foreign competition as low cost imports have become more readily available. Our competitive position could be harmed if new or emerging competitors become more active in the arc welding business. For example, while steel manufacturers traditionally have not been significant competitors in the domestic arc welding industry, some foreign integrated steel producers manufacture selected consumable arc welding products and robotic arm manufacturers compete in the automated welding and cutting space. In addition, in certain markets of the world, distributors manufacture and sell arc welding products. Our sales and results of operations, as well as our plans to expand in some foreign countries, could be adversely affected by this practice.
We may incur additional restructuring charges as we continue to contemplate rationalization actions in an effort to optimize our cost structure and may not achieve the anticipated savings and benefits of these actions.
We may take additional actions in the future to further optimize our cost structure and improve the efficiency of our operations, which will reduce our profitability in the periods incurred. As a result of these actions, we will likely continue to incur charges, which may include but are not be limited to asset impairments, employee severance costs, charges for pension and other postretirement contractual benefits and pension settlements, any of which could be significant, and could adversely affect our financial condition and results of operations. In addition, we may not realize anticipated savings or benefits from past or future rationalization plans in full or in part or within the time periods we expect. Failure to realize anticipated savings or benefits from our cost reduction actions could have a material adverse effect on our business, financial condition, liquidity, results of operations and cash flows. For more information regarding rationalization plans, refer to the rationalization and asset impairment related disclosure under Note 7 to the Company’s consolidated financial statements.
Risks Related to Legal, Compliance and Regulatory Matters
We are a co-defendant in litigation alleging asbestos induced illness. Liabilities relating to such litigation could reduce our profitability and impair our financial condition.
As of December 31, 2021, we were a co-defendant in cases alleging asbestos induced illness involving claims by approximately 2,709 plaintiffs. In each instance, we are one of a large number of defendants. The asbestos claimants allege that exposure to asbestos contained in welding consumables caused the plaintiffs to develop adverse pulmonary diseases, including mesothelioma and other lung cancers.
Since January 1, 1995, we have been a co-defendant in asbestos cases that have been resolved as follows: 55,614 of those claims were dismissed, 23 were tried to defense verdicts, 7 were tried to plaintiff verdicts (which were reversed or resolved after appeal), 1 was resolved by agreement for an immaterial amount and 1,009 were decided in favor of the Company following summary judgment motions.
The long-term impact of the asbestos loss contingency, in the aggregate, on operating results, operating cash flows and access to capital markets is difficult to assess, particularly since claims are in many different stages of development and we benefit significantly from cost-sharing with co-defendants and insurance carriers. While we intend to contest these lawsuits vigorously, and believe we have applicable insurance relating to these claims, there are several risks and
10
uncertainties that may affect our liability for personal injury claims relating to exposure to asbestos, including the future impact of changing cost sharing arrangements or a change in our overall trial experience.
Asbestos use in welding consumables in the U.S. ceased in 1981.
We may incur material losses and costs as a result of product liability claims that may be brought against us or failure to meet contractual performance commitments.
Our business exposes us to potential product liability risks that are inherent in the design, manufacture, sale and application of our products and the products of third-party suppliers that we utilize or resell. Our products are used in a variety of applications, including infrastructure projects such as oil and gas pipelines and platforms, buildings, bridges and power generation facilities, the manufacture of transportation and heavy equipment and machinery and various other construction projects. We face risk of exposure to product liability claims in the event that accidents or failures on these projects result, or are alleged to result, in bodily injury or property damage. Further, our products are designed for use in specific applications, and if a product is used inappropriately, personal injury or property damage may result. In certain cases, we design automated welding systems for use in a customer’s production facilities (including automotive production facilities), which could expose us to financial losses or professional liability.
The occurrence of defects in or failures of our products, or the misuse of our products in specific applications, could cause termination of customer contracts, increased costs and losses to us, our customers and other end users. We cannot be assured that we will not experience any material product liability losses in the future or that we will not incur significant costs to defend those claims. Further, we cannot be assured that our product liability insurance coverage will be adequate for any liabilities that we may ultimately incur or that product liability insurance will continue to be available on terms acceptable to us. Even if we are successful defending such claims or product liability coverage is adequate, claims of this nature could cause customers to lose confidence in our products and our Company. Warranty claims are not generally covered by insurance and we may incur significant warranty costs in the future for which we would not be reimbursed.
We may incur losses if we do not achieve contractual commitments, including project performance requirements or project schedules. Project performance can be affected by a number of factors, including but not limited to, availability of materials, changes in the project scope of services, environmental conditions or labor disruptions. In addition, our backlog consists of the expected revenue from projects for which we have an executed contract or commitment with a customer. Project cancellations, scope adjustments, deferrals or changes in cost estimates may reduce the dollar amount of revenue and profits that we actually earn.
Changes in tax rates or exposure to additional income tax liabilities could affect profitability.
Our business is subject to income taxes in the United States and various foreign jurisdictions. Domestic and international tax liabilities are subject to the allocation of income among various tax jurisdictions. Our effective tax rate could be adversely affected by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowances of deferred tax assets or changes in tax laws.
The amount of income taxes paid is subject to ongoing audits by the United States federal, state and local tax authorities and by foreign tax authorities. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments which could have a material adverse effect on our results of operations.
Our global operations are subject to increasingly complex environmental regulatory requirements.
We are subject to increasingly complex environmental regulations affecting international manufacturers, including those related to air and water emissions, waste management and climate change. Some environmental laws impose strict, retroactive and joint and several liability for the remediation of the release of hazardous substances, even for conduct that was lawful at the time it occurred, or for the conduct of or conditions caused by prior operators, predecessors or third parties. Failure to comply with environmental laws could expose us to penalties or clean-up costs, civil or criminal
11
liability and sanctions on certain of our activities, as well as damage to property or natural resources. These liabilities, sanctions, damages and remediation efforts related to any non-compliance with such laws and regulations could negatively impact our ability to conduct our operations and our financial condition and results of operations. In addition, there can be no assurances that we will not be adversely affected by costs, liabilities or claims with respect to existing or subsequently acquired operations or under present laws and regulations or those that may be adopted or imposed in the future.
Changes in environmental laws or regulations could result in higher expenses and payments, and uncertainty relating to environmental laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights. Changes in environmental and climate change laws or regulations, including laws relating to greenhouse gas emissions, could subject us to additional costs and restrictions, including increased energy and raw material costs. If environmental laws or regulations are either changed or adopted and impose significant operational restrictions and compliance requirements upon us or our products, they could negatively impact our business, capital expenditures, results of operations, financial condition and competitive position.
It is our policy to apply strict standards for environmental protection to all of our operations inside and outside of the United States, even when we are not subject to local government regulations. We may incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, liabilities resulting from third-party property damage or personal injury claims, or our products could be prohibited from entering certain jurisdictions, if we were to violate or become liable under environmental laws, if our products become non-compliant with environmental laws or if we were to undertake environmental protection actions voluntarily.
We also face increasing complexity in our products design and procurement operations as we adjust to new and future requirements relating to the design, production and labeling of our products that are sold worldwide in multiple jurisdictions. The ultimate costs under environmental laws and the timing of these costs are difficult to predict.
We may be exposed to certain regulatory and financial risks related to climate change.
A number of governments and agencies are contemplating the introduction of regulatory changes to address climate change, including regulating greenhouse gas emissions. Lincoln Electric may be subject to additional regulations or restrictions in jurisdictions where we operate, including charges to fund additional energy-efficient activities, assessments or fees, and operational restrictions such as reduced emission allowances. Compliance with climate change regulations and restrictions may result in additional costs, including increased production costs and taxes, which could adversely impact our financial position. In addition, climate change regulations and related operating restrictions may unfavorably affect our competitive position with companies who may not be subject to equivalent requirements in their jurisdictions. In addition, negative publicity or public perception of climate change issues associated with Lincoln Electric or our industry may cause reputational damage and financial harm to the Company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
12
ITEM 1C. INFORMATION ABOUT OUR EXECUTIVE OFFICERS
EXECUTIVE OFFICERS OF THE REGISTRANT
Name |
| Age |
| Position |
Christopher L. Mapes | 60 | Chairman of the Board effective December 21, 2013; President and Chief Executive Officer effective December 31, 2012; Chief Operating Officer from September 1, 2011 to December 31, 2012; Director since February 2010. | ||
Gabriel Bruno | 54 | Executive Vice President, Chief Financial Officer and Treasurer since April 22, 2020; Executive Vice President, Finance from January 1, 2019 to April 22, 2020; Executive Vice President, Chief Human Resources Officer from July 1, 2016 to January 1, 2019; Executive Vice President, Chief Human Resources Officer and Chief Information Officer from February 18, 2016 to July 1, 2016; Executive Vice President, Chief Information Officer and Interim Chief Human Resources Officer from March 7, 2015 to February 18, 2016; Executive Vice President, Chief Information Officer from February 19, 2014 to March 7, 2015; Vice President, Chief Information Officer from May 1, 2012 to February 19, 2014; Vice President, Corporate Controller from 2005 to May 1, 2012. | ||
Jennifer I. Ansberry | 48 | Executive Vice President, General Counsel and Secretary since April 20, 2017; Vice President, Deputy General Counsel from August 1, 2014 to April 20, 2017; Deputy General Counsel from 2004 to August 1, 2014. | ||
Steven B. Hedlund | 55 | Executive Vice President and President, Americas and International Welding since October 21, 2020; Executive Vice President and President, International Welding from June 1, 2017 to October 21, 2020; Senior Vice President and President, Global Automation from January 22, 2015 to June 1, 2017; Senior Vice President, Strategy Business Development from February 19, 2014 to January 22, 2015; Vice President, Strategy and Business Development from September 15, 2008 to February 19, 2014. | ||
Michele R. Kuhrt | 55 | Executive Vice President, Chief Human Resources Officer since February 25, 2019; Executive Vice President, Chief Information Officer from July 1, 2016 to February 25, 2019; Senior Vice President, Tax from 2006 to July 1, 2016. | ||
Geoffrey P. Allman | 51 | Senior Vice President, Strategy and Business Development since January 1, 2019; Senior Vice President, Corporate Controller from January 14, 2014 to January 1, 2019; Corporate Controller from July 1, 2012 to January 14, 2014; Director, Regional Finance North America from October 1, 2009 to July 1, 2012. | ||
Michael J. Whitehead | 48 | Senior Vice President, President, Global Automation, Cutting and Additive Businesses since January 1, 2019; Senior Vice President, Strategy and Business Development from August 1, 2016 to January 1, 2019; President, Lincoln Canada from January 1, 2015 to August 1, 2016; Director, New Product Development, Consumables RD from January 1, 2012 to January 1, 2015. | ||
Greg Doria | 45 | Senior Vice President, President, Harris Products Group since October 1, 2021; Senior Vice President, Chief Operating Officer, Harris Products Group from April 21, 2021 to September 30, 2021; Vice President, Marketing from July 1, 2019 to April 20, 2021; Director, Global Industry Segments from March 1, 2017 to June 30, 2019; Regional Sales Manager, West Region from October 6, 2014 to February 28, 2017. |
The Company has been advised that there is no arrangement or understanding among any one of the officers listed and any other persons pursuant to which he or she was elected as an officer. The executive officers are elected by the Board of Directors normally for a term of one year and/or until the election of their successors.
ITEM 2. PROPERTIES
The Company’s corporate headquarters and principal United States manufacturing facilities are located in the Cleveland, Ohio area. Total Cleveland area property consists of 244 acres, of which present manufacturing facilities comprise an area of approximately 3,017,090 square feet.
13
The Company has 56 manufacturing facilities, including operations and joint ventures in 19 countries, the significant locations (grouped by operating segment) of which are as follows:
All properties relating to the Company’s Cleveland, Ohio headquarters and manufacturing facilities are owned by the Company. Most of the Company’s foreign subsidiaries own manufacturing facilities in the country where they are located. The Company believes that its existing properties are in good condition and are suitable for the conduct of its business.
In addition, the Company maintains operating leases for some manufacturing facilities, distribution centers and sales offices throughout the world. Refer to Note 18 to the consolidated financial statements for information regarding the Company’s lease commitments.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject, from time to time, to a variety of civil and administrative proceedings arising out of its normal operations, including, without limitation, product liability claims, regulatory claims and health, safety and environmental claims. Among such proceedings are the cases described below.
14
As of December 31, 2021, the Company was a co-defendant in cases alleging asbestos induced illness involving claims by approximately 2,709 plaintiffs, which is a net decrease of 59 claims from those previously reported. In each instance, the Company is one of a large number of defendants. The asbestos claimants seek compensatory and punitive damages, in most cases for unspecified sums. Since January 1, 1995, the Company has been a co-defendant in other similar cases that have been resolved as follows: 55,614 of those claims were dismissed, 23 were tried to defense verdicts, 7 were tried to plaintiff verdicts (which were reversed or resolved after appeal), 1 was resolved by agreement for an immaterial amount and 1,009 were decided in favor of the Company following summary judgment motions.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common shares are traded on The NASDAQ Global Select Market under the symbol LECO. The number of record holders of common shares at December 31, 2021 was 2,193.
Issuer purchases of equity securities for the fourth quarter 2021 were:
| Total Number of | Maximum Number | |||||||
Repurchased | of Shares that May | ||||||||
Total Number of | as Part of Publicly | Yet be Purchased | |||||||
Shares | Average Price | Announced Plans or | Under the Plans | ||||||
Period | Repurchased | Paid Per Share | Programs | or Programs (2) (3) | |||||
October 1 - 31, 2021 |
| 290,903 | (1) | $ | 137.24 |
| 290,755 |
| 10,387,511 |
November 1 - 30, 2021 |
| 70,649 | (1) |
| 143.49 |
| 70,387 |
| 10,317,124 |
December 1 - 31, 2021 |
| 78,150 | (1) |
| 135.88 |
| 77,276 |
| 10,239,848 |
Total |
| 439,702 |
| 138.00 |
| 438,418 |
|
| |
| (1) | The above share repurchases include the surrender of the Company’s common shares in connection with the vesting of restricted awards. |
| (2) | On April 20, 2016, the Company announced that the Board of Directors authorized a new share repurchase program, which increased the total number of the Company’s common shares authorized to be repurchased to 55 million shares. Total shares purchased through the share repurchase program were 54.8 million shares at a cost of $2.4 billion for a weighted average cost of $44.52 per share through December 31, 2021. |
| (3) | On February 12, 2020, the Company’s Board of Directors authorized a new share repurchase program for up to an additional 10 million of the Company’s common shares. |
15
The following line graph compares the yearly percentage change in the cumulative total shareholder return on the Company’s common stock against the cumulative total return of the SP Composite 500 Stock Index (SP 500) and the SP 400 MidCap Index (SP 400) for the five-year calendar period commencing January 1, 2017 and ending December 31, 2021. This graph assumes that $100 was invested on December 31, 2016 in each of the Company’s common shares, the SP 500 and the SP 400. A peer-group index for the welding industry, in general, is not readily available because the industry is comprised of a large number of privately held competitors and competitors that are smaller parts of large publicly traded companies.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with the Company’s consolidated financial statements and other financial information included elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in the forward-looking statements. See Item 1A. Risk Factors for more information regarding forward-looking statements.
General
The Company is the world’s largest designer and manufacturer of arc welding and cutting products, manufacturing a broad line of arc welding equipment, consumable welding products and other welding and cutting products.
16
The Company is one of only a few worldwide broad-line manufacturers of welding, cutting and brazing products. The Company is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment. The Company also has a leading global position in brazing and soldering alloys.
The Company’s products include arc welding power sources, plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes and welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes computer numeric controlled (CNC) plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing.
The Company invests in the research and development of arc welding products in order to continue its market leading product offering. The Company continues to invest in technologies that improve the quality and productivity of welding products. In addition, the Company actively protects its innovations as research and development has progressed in both the United States and other major international jurisdictions. The Company believes its significant investment in research and development and its highly trained technical sales force coupled with its extensive distributor network provide a competitive advantage in the marketplace.
The Company’s products are sold in both domestic and international markets. In the Americas, products are sold principally through industrial distributors, retailers and also directly to users of welding products. Outside of the Americas, the Company has an international sales organization comprised of Company employees and agents who sell products from the Company’s various manufacturing sites to distributors and product users.
The Company’s major end-user markets include:
| ● | general fabrication, |
| ● | energy and process industries, |
| ● | heavy industries (heavy fabrication, ship building and maintenance and repair), |
| ● | automotive and transportation, and |
| ● | construction and infrastructure. |
The Company has, through wholly-owned subsidiaries, manufacturing facilities located in the United States, Australia, Austria, Brazil, Canada, China, Colombia, France, Germany, India, Italy, Mexico, Poland, Portugal, Romania, Russia, Spain, Turkey and the United Kingdom.
The principal raw materials essential to the Company’s business are steel, electronic components, engines, brass, copper, silver, aluminum alloys, robotic components and various chemicals, all of which are normally available for purchase in the open market.
The Company’s facilities are subject to environmental regulations. To date, compliance with these environmental regulations has not had a material adverse effect on the Company’s earnings. The Company is ISO 14001 certified at most significant manufacturing facilities in North America and Europe and is progressing towards certification at its remaining facilities worldwide. In addition, the Company is ISO 9001 certified at 41 facilities worldwide.
The Company ensures compliance and the continuous improvement of the environmental performance of its products and operations through its global Environmental, Health, Safety and Quality (“EHSQ”) systems. The Company’s systems are guided by the Corporate EHSQ Policy, global directives and corporate standards that establish consistent guidelines for the management, measurement and reporting of environmental, health and safety activities, as well as quality across the Company’s global platform. The Company’s products support our customers' sustainable operations through enhanced worker safety, reduced emissions, improved energy efficiency, reduced waste and regulatory compliance.
17
Key Indicators
Key economic measures relevant to the Company include industrial production trends, steel consumption, purchasing manager indices, capacity utilization within durable goods manufacturers and consumer confidence indicators. Key industries which provide a relative indication of demand drivers to the Company include steel, farm machinery and equipment, construction and transportation, fabricated metals, electrical equipment, ship and boat building, defense, truck manufacturing, energy and railroad equipment. Although these measures provide key information on trends relevant to the Company, the Company does not have available a more direct correlation of leading indicators which can provide a forward-looking view of demand levels in the markets which ultimately use the Company’s welding products.
Key operating measures utilized by the operating units to manage the Company include orders, sales, inventory and fill-rates, all of which provide key indicators of business trends. These measures are reported on various cycles including daily, weekly and monthly depending on the needs established by operating management.
Key financial measures utilized by the Company’s executive management and operating units in order to evaluate the results of its business and in understanding key variables impacting the current and future results of the Company include: sales; gross profit; selling, general and administrative expenses; operating income; earnings before interest and taxes; earnings before interest, taxes and bonus; net income; adjusted operating income; adjusted earnings before interest and income taxes; adjusted earnings before interest, taxes and bonus; adjusted net income; adjusted diluted earnings per share; operating cash flows; and capital expenditures, as well as applicable ratios such as return on invested capital and average operating working capital to sales. These measures are reviewed at monthly, quarterly and annual intervals and compared with historical periods, as well as objectives established by the Board of Directors of the Company.
The discussion that follows includes a comparison of our results of operations, liquidity and capital resources for fiscal years ended December 31, 2021 and 2020. For a comparison of the Company’s results of operations, liquidity and capital resources for the fiscal years ended December 31, 2020 and 2019, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 19, 2021.
18
Results of Operations
The following table shows the Company’s results of operations:
Year Ended December 31, |
| |||||||||||||||
Favorable (Unfavorable) |
| |||||||||||||||
2021 | 2020 | 2021 vs. 2020 | ||||||||||||||
Amount |
| % of Sales |
| Amount |
| % of Sales |
| $ |
| % |
| |||||
Net sales | $ | 3,234,180 | $ | 2,655,400 |
| $ | 578,780 |
| 21.8 | % | ||||||
Cost of goods sold |
| 2,165,575 |
|
| 1,784,059 |
|
| (381,516) |
| (21.4) | % | |||||
Gross profit |
| 1,068,605 |
| 33.0 | % |
| 871,341 |
| 32.8 | % |
| 197,264 |
| 22.6 | % | |
Selling, general administrative expenses |
| 597,109 |
| 18.5 | % |
| 543,802 |
| 20.5 | % |
| (53,307) |
| (9.8) | % | |
Rationalization and asset impairment charges |
| 9,827 |
| 0.3 | % |
| 45,468 |
| 1.7 | % |
| 35,641 |
| 78.4 | % | |
Operating income |
| 461,669 |
| 14.3 | % |
| 282,071 |
| 10.6 | % |
| 179,598 |
| 63.7 | % | |
Interest expense, net |
| 22,214 |
|
| 21,973 |
|
| (241) |
| (1.1) | % | |||||
Other income (expense) |
| (114,457) |
|
| 3,942 |
|
| (118,399) |
| (3,003.5) | % | |||||
Income before income taxes |
| 324,998 |
| 10.0 | % |
| 264,040 |
| 9.9 | % |
| 60,958 |
| 23.1 | % | |
Income taxes |
| 48,418 |
|
| 57,896 |
|
| 9,478 |
| 16.4 | % | |||||
Effective tax rate |
| 14.9 | % |
|
| 21.9 | % |
| 7.0 | % | ||||||
Net income including non-controlling interests |
| 276,580 |
|
| 206,144 |
|
| 70,436 |
| 34.2 | % | |||||
Non-controlling interests in subsidiaries' income |
| 114 |
|
| 29 |
|
| 85 |
| 293.1 | % | |||||
Net income | $ | 276,466 |
| 8.5 | % | $ | 206,115 |
| 7.8 | % | $ | 70,351 |
| 34.1 | % | |
Diluted earnings per share | $ | 4.60 | $ | 3.42 |
|
| $ | 1.18 |
| 34.5 | % | |||||
Net Sales:
The following table summarizes the impacts of volume, acquisitions, price and foreign currency exchange rates on Net sales for the twelve months ended December 31, 2021 on a consolidated basis:
|
| Change in Net Sales due to: |
|
| |||||||||||||||
Net Sales | Foreign | Net Sales | |||||||||||||||||
| 2020 |
| Volume |
| Acquisitions |
| Price |
| Exchange |
| 2021 |
| |||||||
Lincoln Electric Holdings, Inc. | $ | 2,655,400 | $ | 260,400 | $ | 49,426 | $ | 251,883 |
| $ | 17,071 | $ | 3,234,180 | ||||||
% Change |
|
|
|
|
|
|
|
|
|
| |||||||||
Lincoln Electric Holdings, Inc. |
| 9.8 | % |
| 1.9 | % |
| 9.5 | % | 0.6 | % | 21.8 | % | ||||||
Net sales increased primarily as a result of higher demand reflecting recovery from the impacts of the COVID-19 pandemic and increased product pricing as a result of higher input costs. The increase in Net sales from acquisitions was driven by the acquisitions of Zeman within International Welding and FTP within The Harris Products Group. Refer to Note 4 to the consolidated financial statements for details.
Gross Profit:
Gross profit for 2021 increased, as a percent of sales, compared to the prior year primarily due to higher volumes and pricing actions which offset higher input costs and the benefit of cost reduction actions. Last-in, first-out (“LIFO”) charges were $38,595 in the twelve months ended December 31, 2021 as compared with charges of $288 in the prior year.
19
Selling, General Administrative (SGA) Expenses:
The increase in SGA expense in 2021 as compared to 2020 was primarily due to higher employee costs, partially offset by cost reduction actions.
Rationalization and Asset Impairment Charges:
In 2021, the Company recorded $9,827 ($9,545 after-tax) in charges primarily related to employee severance and gains or losses on the disposal of assets.
In 2020, the Company recorded $45,468 ($36,904 after-tax) in charges primarily related to employee severance, non-cash asset impairments of long-lived assets and gains or losses on the disposal of assets.
Refer to Note 7 to the consolidated financial statements for additional details.
Other Income (Expense):
The decrease in 2021 as compared to 2020 was due to non-cash pension settlement charges of $126,502 ($80,018 after-tax) in 2021 related to the termination of a pension plan. Refer to Note 12 to the consolidated financial statements for details.
Income Taxes:
The 2021 effective tax rate was lower than 2020 primarily due to the impact of a pension plan termination and utilization of certain loss carryforwards previously subject to valuation allowances in the current year offset by the impact of lower income tax benefits for the settlement of tax items recorded in the prior year.
Segment Results
Net Sales:
The table below summarizes the impacts of volume, acquisitions, price and foreign currency exchange rates on Net sales for the twelve months ended December 31, 2021:
| Change in Net Sales due to: |
|
|
| ||||||||||||||
Net Sales |
|
|
|
| Foreign |
| Net Sales |
| ||||||||||
2020 | Volume (1) |
| Acquisitions (2) |
| Price (3) | Exchange | 2021 | |||||||||||
Operating Segments | ||||||||||||||||||
Americas Welding | $ | 1,509,870 | $ | 164,595 | $ | — | $ | 136,967 |
| $ | 13,049 | $ | 1,824,481 | |||||
International Welding | 786,809 |
| 62,033 |
| 24,473 |
| 70,457 |
| 4,353 |
| 948,125 | |||||||
The Harris Products Group | 358,721 |
| 33,772 |
| 24,953 |
| 44,459 |
| (331) |
| 461,574 | |||||||
% Change |
|
|
|
|
|
|
|
|
|
|
| |||||||
Americas Welding | 10.9 | % |
| — | 9.1 | % | 0.9 | % | 20.8 | % | ||||||||
International Welding | 7.9 | % |
| 3.1 | % | 9.0 | % | 0.6 | % | 20.5 | % | |||||||
The Harris Products Group | 9.4 | % |
| 7.0 | % | 12.4 | % | (0.1) | % | 28.7 | % | |||||||
| (1) | Increase for all segments due to higher demand reflecting recovery from the impacts of the COVID-19 pandemic. |
| (2) | Increase due to the acquisition of Zeman within International Welding and FTP within The Harris Products Group. Refer to Note 4 to the consolidated financial statements for details. |
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| (3) | Increase for Americas Welding and International Welding due to price actions taken in response to higher input costs in 2021 compared to 2020. Increase for The Harris Products Group due to price actions taken in response to higher commodity costs. |
Adjusted Earnings Before Interest and Income Taxes (“Adjusted EBIT”):
Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the Adjusted EBIT profit measure. EBIT is defined as Operating income plus Equity earnings in affiliates and Other income. EBIT is adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.
The following table presents Adjusted EBIT by segment:
|
|
|
| ||||||||||
Favorable (Unfavorable) |
| ||||||||||||
Year Ended December 31, | 2021 vs. 2020 |
| |||||||||||
| 2021 |
| 2020 |
| $ |
| % |
|
| ||||
Americas Welding: |
|
|
|
|
|
|
|
| |||||
Net sales | $ | 1,824,481 | $ | 1,509,870 | $ | 314,611 | 20.8 | % | |||||
Inter-segment sales |
| 140,650 |
| 109,378 |
| 31,272 | 28.6 | % | |||||
Total Sales | $ | 1,965,131 | $ | 1,619,248 | $ | 345,883 | 21.4 | % | |||||
Adjusted EBIT (3) | $ | 329,016 | $ | 245,728 | $ | 83,288 | 33.9 | % | |||||
As a percent of total sales (1) |
| 16.7 | % |
| 15.2 | % | 1.5 | % | |||||
International Welding: |
|
|
|
|
| ||||||||
Net sales | $ | 948,125 | $ | 786,809 | $ | 161,316 | 20.5 | % | |||||
Inter-segment sales |
| 26,331 |
| 18,494 | 7,837 | 42.4 | % | ||||||
Total Sales | $ | 974,456 | $ | 805,303 | $ | 169,153 | 21.0 | % | |||||
Adjusted EBIT (4) | $ | 106,208 | $ | 44,979 | $ | 61,229 | 136.1 | % | |||||
As a percent of total sales (1) |
| 10.9 | % |
| 5.6 | % | 5.3 | % | |||||
The Harris Products Group: |
|
|
|
|
| ||||||||
Net sales | $ | 461,574 | $ | 358,721 | $ | 102,853 | 28.7 | % | |||||
Inter-segment sales |
| 8,096 |
| 7,034 | 1,062 | 15.1 | % | ||||||
Total Sales | $ | 469,670 | $ | 365,755 | $ | 103,915 | 28.4 | % | |||||
Adjusted EBIT (5) | $ | 68,447 | $ | 55,154 | $ | 13,293 | 24.1 | % | |||||
As a percent of total sales (2) |
| 14.6 | % |
| 15.1 | % | (0.5) | % | |||||
Corporate / Eliminations: |
|
|
|
|
| ||||||||
Inter-segment sales | $ | (175,077) | $ | (134,906) | $ | (40,171) | (29.8) | % | |||||
Adjusted EBIT (6) |
| (12,403) |
| (5,455) | (6,948) | (127.4) | % | ||||||
Consolidated: |
|
|
|
|
| ||||||||
Net sales | $ | 3,234,180 | $ | 2,655,400 | $ | 578,780 | 21.8 | % | |||||
Net income | $ | 276,466 | $ | 206,115 | $ | 70,351 | 34.1 | % | |||||
As a percent of total sales |
| 8.5 | % |
| 7.8 | % | 0.7 | % | |||||
Adjusted EBIT (7) | $ | 491,268 | $ | 340,406 | $ | 150,862 | 44.3 | % | |||||
As a percent of sales |
| 15.2 | % |
| 12.8 | % |
| 2.4 | % | ||||
| (1) | 2021 increase as compared to 2020 primarily driven by higher volumes and pricing actions, which offset higher input costs, and cost reduction actions. |
| (2) | 2021 decrease as compared to 2020 driven by higher input costs, product mix and acquisitions. |
21
| (3) | 2021 excludes non-cash pension settlement charges of $123,091 as discussed in Note 12 to the consolidated financial statements. |
2020 excludes Rationalization and asset impairment charges of $26,870 as discussed in Note 7 to the consolidated financial statements and non-cash pension settlement charges of $8,119.
| (4) | 2021 excludes Rationalization and asset impairment charges of $9,804 related to severance and gains or losses on the disposal of assets as discussed in Note 7 to the consolidated financial statements, the amortization of step up in value of acquired inventories of $4,984 related to an acquisition, and pension settlement charges of $446. |
2020 excludes Rationalization and asset impairment charges of $18,598 related to severance, asset impairments and gains or losses on the disposal of assets as discussed in Note 7 to the consolidated financial statements and the amortization of step up in value of acquired inventories of $806 related to an acquisition.
| (5) | 2021 excludes the amortization of step up in value of acquired inventories of $820 related to an acquisition and non-cash pension settlement charges of $2,965 as discussed in Note 12 to the consolidated financial statements. |
| (6) | 2021 excludes acquisition transaction and integration costs of $1,923 related to the acquisitions as discussed in Note 4 to the consolidated financial statements. |
| (7) | See non-GAAP Financial Measures for a reconciliation of Net income as reported and Adjusted EBIT. |
Non-GAAP Financial Measures
The Company reviews Adjusted operating income, Adjusted EBIT, Adjusted net income, Adjusted effective tax rate, Adjusted diluted earnings per share and Return on invested capital, all non-GAAP financial measures, in assessing and evaluating the Company’s underlying operating performance. These non-GAAP financial measures exclude the impact of special items on the Company’s reported financial results. Non-GAAP financial measures should be read in conjunction with the generally accepted accounting principles in the United States (GAAP) financial measures, as non-GAAP measures are a supplement to, and not a replacement for, GAAP financial measures. From time to time, management evaluates and discloses to investors the following non-GAAP measures: Free cash flow (FCF), defined as Net cash provided by operating activities less Capital expenditures (the Company considers FCF to be a liquidity measure that provides useful information to management and investors about how the amount of cash generated by our business, after the purchase of property and equipment, can be used for debt service, acquisitions, paying dividends and repurchasing our common shares); Cash conversion, defined as FCF divided by Adjusted net income; Organic sales, defined as sales excluding the effects of foreign currency and acquisitions.
The following table presents a reconciliation of Operating income as reported to Adjusted operating income:
| Year Ended December 31, |
| |||||
| 2021 |
| 2020 |
| |||
Operating income as reported | $ | 461,669 | $ | 282,071 | |||
Special items (pre-tax): |
|
|
|
| |||
Rationalization and asset impairment charges (1) |
| 9,827 |
| 45,468 | |||
Acquisition transaction costs (2) |
| 1,923 |
| — | |||
Amortization of step up in value of acquired inventories (3) |
| 5,804 |
| 806 | |||
Adjusted operating income | $ | 479,223 | $ | 328,345 | |||
| (1) | Charges primarily consist of employee severance, gains or losses on the disposal of assets and non-cash asset impairment charges. |
| (2) | Acquisition-related costs included in Selling, general administrative expenses related to the acquisitions as discussed in Note 4 to the consolidated financial statements. |
22
| (3) | Charges represent the step up in value of acquired inventories related to acquisitions and are included in Cost of goods sold. |
The following table presents the reconciliations of Net income as reported to Adjusted net income and Adjusted EBIT, Effective tax rate as reported to Adjusted effective tax rate and Diluted earnings per share as reported to Adjusted diluted earnings per share:
| Year Ended December 31, |
| |||||
| 2021 |
| 2020 |
| |||
Net income as reported | $ | 276,466 |
| $ | 206,115 | ||
Special items: |
|
|
|
| |||
Rationalization and asset impairment charges (1) |
| 9,827 |
|
| 45,468 | ||
Acquisition transaction costs (2) |
| 1,923 |
|
| — | ||
Pension settlement charges (3) |
| 126,502 |
|
| 8,119 | ||
Amortization of step up in value of acquired inventories (4) |
| 5,804 |
|
| 806 | ||
Tax effect of Special items (5) |
| (47,188) |
|
| (10,594) | ||
Adjusted net income | $ | 373,334 |
| $ | 249,914 | ||
Non-controlling interests in subsidiaries’ earnings (loss) | 114 |
| 29 | ||||
Interest expense, net |
| 22,214 |
|
| 21,973 | ||
Income taxes as reported |
| 48,418 |
|
| 57,896 | ||
Tax effect of Special items (5) |
| 47,188 |
|
| 10,594 | ||
Adjusted EBIT | $ | 491,268 |
| $ | 340,406 | ||
Effective tax rate as reported |
| 14.9 | % |
| 21.9 | % | |
Net special item tax impact |
| 5.5 | % |
| (0.4) | % | |
Adjusted effective tax rate |
| 20.4 | % |
| 21.5 | % | |
Diluted earnings per share as reported | $ | 4.60 |
| $ | 3.42 | ||
Special items per share |
| 1.62 |
|
| 0.73 | ||
Adjusted diluted earnings per share | $ | 6.22 |
| $ | 4.15 | ||
| (1) | Charges consist of employee severance, gains or losses on the disposal of assets and other related costs, non-cash goodwill impairment charges and non-cash asset impairment charges. |
| (2) | Acquisition-related costs related to the acquisitions of Zeman and FTP. |
| (3) | Charges related to lump sum pension payments and the purchase of a group annuity contract as discussed in Note 12 to the consolidated financial statements. |
| (4) | Charges represent the step up in value of acquired inventories related to acquisitions and are included in Cost of goods sold. |
| (5) | Includes the net tax impact of Special items recorded during the respective periods. |
The tax effect of Special items impacting pre-tax income was calculated as the pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item.
Liquidity and Capital Resources
The Company’s cash flow from operations can be cyclical. Operational cash flow is a key driver of liquidity. In assessing liquidity, the Company reviews working capital measurements to define areas for improvement. Management anticipates the Company will be able to satisfy cash requirements for its ongoing businesses for the foreseeable future primarily with cash generated by operations, existing cash balances, borrowings under its existing credit facilities and raising debt in capital markets.
23
The Company continues to expand globally and periodically looks at transactions that would involve significant investments. The Company can fund its global expansion plans with operational cash flow, but a significant acquisition may require access to capital markets, in particular, the long-term debt market, as well as the syndicated bank loan market. The Company’s financing strategy is to fund itself at the lowest after-tax cost of funding. Where possible, the Company utilizes operational cash flows and raises capital in the most efficient market, usually the United States, and then lends funds to the specific subsidiary that requires funding. If additional acquisitions providing appropriate financial benefits become available, additional expenditures may be made.
The following table reflects changes in key cash flow measures:
| Year Ended December 31, | ||||||||
2021 |
| 2020 |
| $ Change | |||||
Cash provided by operating activities (1) | $ | 365,063 | $ | 351,362 | $ | 13,701 | |||
Cash used by investing activities (2) |
| (205,356) |
| (49,213) |
| (156,143) | |||
Capital expenditures |
| (62,531) |
| (59,201) |
| (3,330) | |||
Acquisition of businesses, net of cash acquired |
| (156,106) |
| — |
| (156,106) | |||
Cash used by financing activities (3) |
| (221,940) |
| (246,141) |
| 24,201 | |||
Proceeds from (payments on) short-term borrowings, net |
| 45,968 |
| (31,760) |
| 77,728 | |||
Purchase of shares for treasury |
| (164,526) |
| (113,455) |
| (51,071) | |||
Cash dividends paid to shareholders |
| (121,851) |
| (118,118) |
| (3,733) | |||
(Decrease) increase in Cash and cash equivalents (4) |
| (64,321) |
| 57,716 |
| (122,037) | |||
| (1) | Cash provided by operating activities increased for the twelve months ended December 31, 2021 compared with the twelve months ended December 31, 2020 primarily due to higher company earnings. |
| (2) | Cash used by investing activities increased for the twelve months ended December 31, 2021 compared with the twelve months ended December 31, 2020 due to cash used in the acquisition of businesses in 2021. The Company currently anticipates capital expenditures of $70,000 to $80,000 in 2022. Anticipated capital expenditures include investments for capital maintenance to improve operational effectiveness. Management critically evaluates all proposed capital expenditures and expects each project to increase efficiency, reduce costs, promote business growth or improve the overall safety and environmental conditions of the Company’s facilities. |
| (3) | Cash used by financing activities decreased in the twelve months ended December 31, 2021 compared with the twelve months ended December 31, 2020 due to higher short-term borrowings in 2021 partially offset by an increase in the purchase of shares for treasury. |
| (4) | Cash and cash equivalents decreased 25.0%, or $64,321, to $192,958 during the twelve months ended December 31, 2021, from $257,279 as of December 31, 2020. The decrease was predominantly due to an increase in cash used in the purchase of common shares for treasury, dividends paid to shareholders and for the acquisition of businesses in 2021, partially offset by cash provided by operating activities. |
The Company paid $121,851 and $118,118 in cash dividends to its shareholders in the twelve months ended December 31, 2021 and 2020, respectively. In January 2022, the Company paid a cash dividend of $0.56 per share, or $32,920, to shareholders of record on December 31, 2021, which reflects a 9.8% increase in the Company’s dividend payout rate.
Working Capital Ratios
2021 |
| 2020 |
| ||
Average operating working capital to Net sales (1) (2) |
| 16.3 | % | 17.4 | % |
Days sales in Inventories (2) |
| 121.0 |
| 104.7 | |
Days sales in Accounts receivable |
| 50.3 |
| 53.5 | |
Average days in Trade accounts payable |
| 59.8 |
| 56.5 |
24
| (1) | Average operating working capital to Net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales. |
| (2) | In order to minimize potential supply chain disruptions in serving customers due to the continued impacts of the COVID-19 pandemic, the Company increased inventories relative to expected Net sales resulting in higher Days sales in Inventories. |
Rationalization and Asset Impairments
Refer to Note 7 to the consolidated financial statements for a discussion of the Company’s rationalization plans. The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital.
Acquisitions
Refer to Note 4 to the consolidated financial statements for a discussion of the Company’s recent acquisitions.
Debt
At December 31, 2021 and 2020, the fair value of long-term debt, including the current portion, was approximately $776,655 and $793,591, respectively, which was determined using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $717,855 and $715,567, respectively. Since judgment is required in interpreting market information, the fair value of the debt is not necessarily the amount which could be realized in a current market exchange.
Senior Unsecured Notes
On April 1, 2015 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the Notes) through a private placement. The Notes each have an aggregate principal amount of $350,000. Interest on the Notes are payable semi-annually. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of December 31, 2021, the Company was in compliance with all of its debt covenants relating to the Notes.
The Company’s total weighted average effective interest rate and remaining weighted average term, inclusive of the 2015 Notes and 2016 Notes, is 3.3% and 12.4 years, respectively.
Revolving Credit Agreements
On April 23, 2021, the Company amended and restated the agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“Credit Agreement”). The Credit Agreement has a line of credit totaling $500,000, has a term of 5 years with a maturity date of April 23, 2026 and may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $150,000. The interest rate on borrowings is based on LIBOR plus a spread based on the Company’s net leverage ratio. The Credit Agreement contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of December 31, 2021, the Company was in compliance with all of its covenants and had $40,000 of outstanding borrowings under the Credit Agreement.
The Company has other lines of credit totaling $91,309. As of December 31, 2021, the Company was in compliance with all of its covenants and had $11,964 outstanding at December 31, 2021.
25
Shelf Agreements
On November 27, 2018, the Company entered into seven uncommitted master note facilities (the Shelf Agreements) that allow borrowings up to $700,000 in the aggregate. The Shelf Agreements have a five-year term and the average life of borrowings cannot exceed 15 years. The Company is required to comply with covenants similar to those contained in the 2015 Notes and 2016 Notes. As of December 31, 2021, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Shelf Agreements.
Return on Invested Capital
The Company reviews return on invested capital (ROIC) in assessing and evaluating the Company’s underlying operating performance. ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company’s financial performance and may be different than the method used by other companies to calculate ROIC. ROIC is defined as rolling 12 months of Adjusted net income excluding tax-effected interest income and expense divided by invested capital. Invested capital is defined as total debt, which includes Amounts due banks, Current portion of long-term debt and Long-term debt, less current portions, plus Total equity.
ROIC as of December 31, were as follows:
Return on Invested Capital |
| 2021 |
| 2020 |
| ||
Adjusted net income (1) | $ | 373,334 | $ | 249,914 | |||
Plus: Interest expense (after-tax) |
| 17,794 |
| 17,933 | |||
Less: Interest income (after-tax) |
| 1,172 |
| 1,486 | |||
Net operating profit after taxes |
| 389,956 |
| 266,361 | |||
Invested capital |
| 1,633,728 |
| 1,508,440 | |||
Return on invested capital |
| 23.9 | % |
| 17.7 | % | |
| (1) | See “Non-GAAP Financial Measures” section for a tabular reconciliation of Net income to Adjusted net income. |
Contractual and Other Obligations
The Company’s cash requirements for contractual and other obligations as of December 31, 2021 are as follows:
Payments Due By Period | ||||||||||||||
|
|
|
| 2023 to |
| 2025 to |
| 2027 and | ||||||
Total | 2022 | 2024 | 2026 | Beyond | ||||||||||
Long-term debt, including current portion (Note 9) | $ | 713,629 | $ | 766 | $ | 11,497 |
| 100,455 |
| 600,911 | ||||
Interest on long-term debt (Note 9) |
| 304,949 |
| 23,289 |
| 46,347 |
| 43,120 |
| 192,193 | ||||
Amounts due banks (Note 9) | 51,964 | 51,964 | — | — | — | |||||||||
Operating leases (Note 18) |
| 55,805 |
| 11,415 |
| 17,880 |
| 9,159 |
| 17,351 | ||||
Purchase commitments (1) |
| 128,368 |
| 127,137 |
| 1,202 |
| 17 |
| 12 | ||||
Transition Tax (2) (Note 14) |
| 14,483 |
| — |
| 5,032 |
| 9,451 |
| — | ||||
Total | $ | 1,269,198 | $ | 214,571 | $ | 81,958 | $ | 162,202 | $ | 810,467 | ||||
| (1) | Purchase commitments include contractual obligations for raw materials and services. |
| (2) | Federal income taxes on the Company’s transition tax pursuant to the U.S. Tax Act is payable over eight years. Amounts reflect the utilization of 2017 overpayments and foreign tax credits. |
As of December 31, 2021, there were $17,541 of tax liabilities related to unrecognized tax benefits and a $41,612 liability for deferred compensation. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, the Company is unable to estimate the years in which settlement will occur.
26
Stock-Based Compensation
On April 23, 2015, the shareholders of the Company approved the 2015 Equity and Incentive Compensation Plan (Employee Plan). The Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards up to an additional 5,400,000 of the Company’s common shares. In addition, on April 23, 2015, the shareholders of the Company approved the 2015 Stock Plan for Non-Employee Directors (2015 Director Plan). The 2015 Director Plan provides for the granting of options, restricted shares and restricted stock units up to an additional 300,000 of the Company’s common shares. At December 31, 2021, there were 1,949,554 common shares available for future grant under all plans.
Under these plans, options, restricted shares and restricted stock units granted were 313,547 in 2021 and 407,525 in 2020. The Company issued common shares from treasury upon all exercises of stock options, vesting of restricted stock units and the granting of restricted stock awards in 2021 and 2020.
Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2021 and 2020 was $23,787 and $15,388, respectively, with a related tax benefit of $5,988 and $3,874, respectively. As of December 31, 2021, total unrecognized stock-based compensation expense related to non-vested stock options and restricted stock units was $19,723, which is expected to be recognized over a weighted average period of approximately 1.8 years.
The aggregate intrinsic value of options outstanding and exercisable, which would have been received by the optionees, had all awards been exercised at December 31, 2021 was $56,814 and $44,009, respectively. The total intrinsic value of awards exercised during 2021 and 2020 was $20,442 and $13,269, respectively.
Product Liability Costs
Product liability costs incurred can be volatile and are largely related to trial activity. The costs associated with these claims are predominantly defense costs which are recognized in the periods incurred.
The long-term impact of product liability contingencies, in the aggregate, on operating results, operating cash flows and access to capital markets is difficult to assess, particularly since claims are in many different stages of development and the Company benefits significantly from cost sharing with co-defendants and insurance carriers. Moreover, the Company has been largely successful to date in its defense of these claims.
Off-Balance Sheet Arrangements
The Company utilizes letters of credit to back certain payment and performance obligations. Letters of credit are subject to limits based on amounts outstanding under the Company’s Credit Agreement.
New Accounting Pronouncements
Refer to Note 1 to the consolidated financial statements for a discussion of new accounting pronouncements.
Critical Accounting Policies and Estimates
The Company’s consolidated financial statements are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions. These estimates and assumptions are reviewed periodically by management and compared to historical trends to determine the accuracy of estimates and assumptions used. If warranted, these estimates and assumptions may be changed as current trends are assessed and updated. Historically, the Company’s estimates have been determined to be reasonable. No material changes to the Company’s accounting policies were made during 2021. The Company believes the following accounting policies are some of the more critical judgment areas affecting its financial condition and results of operations.
27
Legal and Tax Contingencies
The Company, like other manufacturers, is subject from time to time to a variety of civil and administrative proceedings arising in the ordinary course of business. Such claims and litigation include, without limitation, product liability claims, administrative claims, regulatory claims and health, safety and environmental claims, some of which relate to cases alleging asbestos induced illnesses. The costs associated with these claims are predominantly defense costs, which are recognized in the periods incurred. Insurance reimbursements mitigate these costs and, where reimbursements are probable, they are recognized in the applicable period. With respect to costs other than defense costs (i.e., for liability and/or settlement or other resolution), reserves are recorded when it is probable that the contingencies will have an unfavorable outcome. The Company accrues its best estimate of the probable costs after a review of the facts with management and counsel and taking into account past experience. If an unfavorable outcome is determined to be reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, disclosure would be provided for material claims or litigation. Many of the current cases are in differing procedural stages and information on the circumstances of each claimant, which forms the basis for judgments as to the validity or ultimate disposition of such actions, varies greatly. Therefore, in many situations a range of possible losses cannot be made. Reserves are adjusted as facts and circumstances change and related management assessments of the underlying merits and the likelihood of outcomes change. Moreover, reserves only cover identified and/or asserted claims. Future claims could, therefore, give rise to increases to such reserves.
The Company is subject to taxation from U.S. federal, state, municipal and international jurisdictions. The calculation of current income tax expense is based on the best information available and involves significant management judgment. The actual income tax liability for each jurisdiction in any year can in some instances be ultimately determined several years after the financial statements are published.
The Company maintains liabilities for unrecognized tax benefits related to uncertain income tax positions in various jurisdictions. The Company uses judgment in determining whether the technical merits of tax positions are more-likely-than-not to be sustained. Judgment is also used in measuring the related amount of tax benefit that qualifies for recognition, including the interpretation of applicable tax law, regulation and tax ruling.
Liabilities are settled primarily through the completion of audits within each individual tax jurisdiction or the closing of a statute of limitation. Liabilities can be affected by changes in applicable tax law, regulations, tax rulings or such other factors, which may cause management to believe a revision of past estimates is appropriate. Management believes that an appropriate liability has been established for uncertain income tax positions; however, actual results may materially differ from these estimates. Refer to Note 14 to the consolidated financial statements for further discussion of uncertain income tax positions.
Deferred Income Taxes
Deferred income taxes are recognized at currently enacted tax rates for temporary differences between the GAAP and income tax basis of assets and liabilities and operating loss and tax credit carry-forwards. The Company repatriates earnings for certain non-U.S. subsidiaries, which are subject to foreign withholding taxes. The Company considers remaining earnings in all other non-U.S. subsidiaries to be indefinitely reinvested and has not recorded any deferred taxes as such estimate is not practicable.
At December 31, 2021, the Company had approximately $105,209 of gross deferred tax assets related to deductible temporary differences and tax loss and credit carry-forwards, which may reduce taxable income in future years. In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2021, a valuation allowance of $55,619 was recorded against certain deferred tax assets based on this assessment. The Company believes it is more-likely-than-not that the tax benefit of the remaining net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes.
28
Pensions
The Company maintains a number of defined benefit (Pension) and defined contribution plans to provide retirement benefits for employees. These plans are maintained and contributions are made in accordance with the Employee Retirement Income Security Act of 1974 (ERISA), local statutory law or as determined by the Board of Directors. The plans generally provide benefits based upon years of service and compensation. Pension plans are funded except for a domestic non-qualified pension plan for certain key employees and certain foreign plans.
A significant element in determining the Company’s pension expense is the discount rate for plan liabilities. To develop the discount rate assumption, the Company refers to the yield derived from matching projected pension payments with maturities of a portfolio of available non-callable bonds rated AA or an equivalent quality. The Company determined this rate to be 1.8% at December 31, 2021 and 2.0% at December 31, 2020. A 10 basis point change in the discount rate would not have a significant impact to pension expense.
The Company’s defined benefit plan expense was $124,929 and $4,871 in 2021 and 2020, respectively. Pension expense includes $126,013 and $8,355 in settlement charges in 2021 and 2020, respectively. The Company’s defined contribution plan expense was $26,281 and $22,593 in 2021 and 2020, respectively. The Company expects total 2022 expense related to retirement plans to increase by a range of approximately $1,500 to $2,500, excluding settlement charges. Refer to Note 12 to the consolidated financial statements for additional information.
The Accumulated other comprehensive loss, excluding tax effects, recognized on the Consolidated Balance Sheet was $16,173 as of December 31, 2021 and $137,926 as of December 31, 2020. The decrease is primarily the result of a pension plan termination described below.
In March 2020, the Company approved an amendment to terminate the Lincoln Electric Company Retirement Annuity Program (“RAP”) plan effective as of December 31, 2020. The Company provided notice to participants of the intent to terminate the plan and applied and received a determination letter. During 2021, pension obligations were distributed through a combination of lump sum payments to eligible plan participants and through the purchase of a group annuity contract in October 2021. The lump sum payments and annuity purchase resulted in pre-tax settlement charges of $126,056 in the twelve months ended December 31, 2021. The remaining surplus assets of $68,458 at December 31, 2021 were transferred to a suspense account in January 2022 and will be used to fund employer matching contributions in a qualified employee savings plan. The surplus assets are recorded in Other current assets and Other assets in the Company’s Consolidated Balance Sheets.
Inventories
Inventories are valued at the lower of cost or net realizable value. Fixed manufacturing overhead costs are allocated to inventory based on normal production capacity and abnormal manufacturing costs are recognized as period costs. Cost for a substantial portion of U.S. inventories is determined on a LIFO basis. LIFO was used for 36% and 35% of total inventories at December 31, 2021 and 2020, respectively. Cost of other inventories is determined by costing methods that approximate a FIFO basis. The valuation of LIFO inventories is made at the end of each year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Actual year-end inventory levels and costs may differ from interim LIFO inventory valuations. The excess of current cost over LIFO cost was $114,176 at December 31, 2021 and $75,581 at December 31, 2020.
The Company reviews the net realizable value of inventory on an on-going basis with consideration given to deterioration, obsolescence and other factors. If actual market conditions differ from those projected by management, and the Company’s estimates prove to be inaccurate, write-downs of inventory values and adjustments to Cost of goods sold may be required. Historically, the Company’s reserves have approximated actual experience.
29
Accounts Receivable
The Company maintains an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments for products delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience.
Long-Lived Assets
The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable long-lived assets, including leases and intangible assets that do not have indefinite lives, to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, a loss is recognized to the extent that carrying value exceeds fair value. Fair value is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows.
Goodwill and Intangibles
The Company performs an annual impairment test of goodwill and indefinite-lived intangible assets in the fourth quarter using the same date each year or more frequently if changes in circumstances or the occurrence of events indicate potential impairment.
The fair value of each indefinite-lived intangible asset is compared to its carrying value and an impairment charge is recorded if the carrying value exceeds the fair value. For goodwill, the Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, and whether it is necessary to perform the quantitative goodwill impairment test. The quantitative test is required only if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. For quantitative testing, the Company compares the fair value of each reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
Fair values are determined using established business valuation techniques and models developed by the Company, estimates of market participant assumptions of future cash flows, future growth rates and discount rates to value estimated cash flows. Changes in economic and operating conditions, actual growth below the assumed market participant assumptions or an increase in the discount rate could result in an impairment charge in a future period.
Acquisitions
Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.
Fair value estimates are based on a series of judgments about future events and uncertainties and rely on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates,
30
customer attrition rates and royalty rates). Acquired inventories are marked to fair value. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company. Refer to Note 4 to the consolidated financial statements for additional details.
Revenue Recognition
Revenue is recognized when obligations under the terms of a contract are satisfied and control is transferred to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for goods or services. Substantially all of the Company’s sales arrangements are short-term in nature involving a single performance obligation. The Company recognizes revenue when the performance obligation is satisfied and control of the product is transferred to the customer based upon shipping terms. In addition, certain customized automation performance obligations are accounted for over time. Under this method, revenue recognition is primarily based upon the ratio of costs incurred to date compared with estimated total costs to complete. The cumulative impact of revisions to total estimated costs is reflected in the period of the change, including anticipated losses. Less than 10% of the Company’s Net sales are recognized over time.
The Company recognizes any discounts, credits, returns, rebates and incentive programs based on reasonable estimates as a reduction of sales to arrive at Net sales at the same time the related revenue is recorded. Taxes collected by the Company, including sales tax and value added tax, are excluded from Net sales. The Company recognizes freight billed as a component of Net sales and shipping costs as a component of Cost of goods sold when control transfers to the customer. Sales commissions are expensed when incurred because the amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses in the Company’s Consolidated Statements of Income.
Refer to Note 2 to the consolidated financial statements for additional details.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary financial market risks include fluctuations in currency exchange rates, commodity prices and interest rates. The Company manages these risks by using derivative financial instruments in accordance with established policies and procedures. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes.
Included below is a sensitivity analysis based upon a hypothetical 10% weakening or strengthening in the U.S. dollar compared to foreign currency exchange rates at December 31, 2021, a 10% change in pricing of commodity contracts and a 100 basis point increase in effective interest rates at December 31, 2021. The derivative, borrowing and investment arrangements in effect at December 31, 2021 were compared to the hypothetical foreign exchange or interest rates in the sensitivity analysis to determine the effect on the Company’s current period consolidated financial statements.
Foreign Currency Exchange Risk
The Company enters into forward foreign exchange contracts principally to hedge the currency fluctuations in transactions denominated in foreign currencies, thereby limiting the Company’s risk that would otherwise result from changes in exchange rates.
At December 31, 2021, the Company hedged certain third-party and intercompany purchases and sales. The gross notional dollar amount of these foreign exchange contracts at December 31, 2021 was $72,630. At December 31, 2021, a hypothetical 10% strengthening or weakening in the U.S. dollar would have changed Accumulated other comprehensive income (loss) by $669.
The Company enters into forward foreign exchange contracts to hedge transaction exposures or significant cross-border intercompany loans by either purchasing or selling specified amounts of foreign currency at a specified date. The gross notional dollar amount of these foreign exchange contracts at December 31, 2021 was $301,685. A hypothetical 10%
31
change in the year-end exchange rates would have resulted in an increase or decrease to Income before income taxes of $10,570 related to these positions. However, any loss (or gain) resulting from a hypothetical 10% change would be offset by the associated gain (or loss) on the underlying balance sheet exposure and would ultimately not materially affect the Company’s financial statements. The Company also has a foreign currency forward contract hedge designated as a net investment hedge with a notional dollar amount of $94,479 at December 31, 2021. At December 31, 2021, a hypothetical 10% strengthening or weakening in the U.S. dollar would have changed Accumulated other comprehensive income (loss) by $9,668.
The Company has cross currency swaps to hedge the Company’s net investment in subsidiaries against adverse changes in exchange rates. The gross notional dollar value of these contracts is $25,000 as of December 31, 2021. At December 31, 2021, a hypothetical 10% strengthening or weakening in the U.S. dollar would have changed Accumulated other comprehensive income (loss) by $2,818.
Commodity Price Risk
From time to time, the Company uses various hedging arrangements to manage exposures to price risk from commodity purchases. These hedging arrangements have the effect of fixing for specified periods the prices the Company will pay for the volume to which the hedge relates. The notional amount of these contracts was 975,000 pounds at December 31, 2021. At December 31, 2021, a hypothetical 10% change in the price would have resulted in an increase or decrease to the value of the contracts by $402.
Interest Rate Risk
In anticipation of future debt issuance associated with the Notes referenced in Note 9 to the consolidated financial statements, the Company has interest rate forward starting swap agreements to hedge the variability of future changes in interest rates. The gross notional dollar value of these contracts was $100,000 at December 31, 2021. At December 31, 2021, a hypothetical 100 basis point increase to effective interest rates would have changed Accumulated other comprehensive income (loss) by $8,908.
The fair value of the Company’s cash and cash equivalents at December 31, 2021 approximated cost due to the short-term duration. These financial instruments are subject to concentrations of credit risk. The Company has minimized this risk by entering into investments with a number of major banks and financial institutions and investing in high-quality instruments. The Company does not expect any counter-parties to fail to meet their obligations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted in a separate section of this Annual Report on Form 10-K following the signature page.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
32
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2021 based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company’s evaluation under such framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 has been audited by Ernst Young LLP, an independent registered public accounting firm, as stated in their report, which is included elsewhere in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of 2021 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company is expected to file its 2022 proxy statement pursuant to Regulation 14A of the Exchange Act within 120 days after December 31, 2021.
Except for the information set forth within Part I, Item 1C section of this Annual Report on Form 10-K concerning our Executive Officers, the information required by this item is incorporated by reference from the 2022 proxy statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the 2022 proxy statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference from the 2022 proxy statement.
For further information on the Company’s equity compensation plans, see Note 1 and Note 10 to the Company’s consolidated financial statements.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference from the 2022 proxy statement.
33
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from the 2022 proxy statement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The following reports and consolidated financial statements of the Company are included in a separate section of this report following the signature page and certifications:
Report of Independent Registered Public Accounting Firm (PCAOB ID
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Consolidated Statements of Income – Years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income – Years ended December 31, 2021, 2020 and 2019
Consolidated Balance Sheets – December 31, 2021 and 2020
Consolidated Statements of Equity – Years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows – Years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
The following consolidated financial statement schedule of the Company is included in a separate section of this report following the signature page:
Schedule II – Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange.
Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.
(a)(3) Exhibits
34
* | Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report. |
ITEM 16. FORM 10-K SUMMARY
None.
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LINCOLN ELECTRIC HOLDINGS, INC. | ||
By: | /s/ Gabriel Bruno | |
Gabriel Bruno | ||
Executive Vice President, Chief Financial Officer and Treasurer | ||
(principal financial and accounting officer) | ||
February 18, 2022 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Christopher L. Mapes |
| /s/ Gabriel Bruno |
Christopher L. Mapes, | Gabriel Bruno, | |
Chairman, President and Chief Executive Officer | Executive Vice President, Chief Financial Officer and | |
(principal executive officer) | Treasurer | |
February 18, 2022 | (principal financial and accounting officer) | |
February 18, 2022 | ||
/s/ Gabriel Bruno | /s/ Gabriel Bruno | |
Gabriel Bruno as | Gabriel Bruno as | |
Attorney-in-Fact for | Attorney-in-Fact for | |
Curtis E. Espeland, Director | Patrick P. Goris, Director | |
February 18, 2022 | February 18, 2022 | |
/s/ Gabriel Bruno | /s/ Gabriel Bruno | |
Gabriel Bruno as | Gabriel Bruno as | |
Attorney-in-Fact for | Attorney-in-Fact for | |
Stephen G. Hanks, Director | Michael F. Hilton, Director | |
February 18, 2022 | February 18, 2022 | |
/s/ Gabriel Bruno | /s/ Gabriel Bruno | |
Gabriel Bruno as | Gabriel Bruno as | |
Attorney-in-Fact for | Attorney-in-Fact for | |
G. Russell Lincoln, Director | Kathryn Jo Lincoln, Director | |
February 18, 2022 | February 18, 2022 | |
/s/ Gabriel Bruno | /s/ Gabriel Bruno | |
Gabriel Bruno as | Gabriel Bruno as | |
Attorney-in-Fact for | Attorney-in-Fact for | |
William E. MacDonald, III, Director | Phillip J. Mason, Director | |
February 18, 2022 | February 18, 2022 | |
/s/ Gabriel Bruno | /s/ Gabriel Bruno | |
Gabriel Bruno as | Gabriel Bruno as | |
Attorney-in-Fact for | Attorney-in-Fact for | |
Ben P. Patel, Director | Hellene S. Runtagh, Director | |
February 18, 2022 | February 18, 2022 | |
/s/ Gabriel Bruno | ||
Gabriel Bruno as | Gabriel Bruno as | |
Attorney-in-Fact for | Attorney-in-Fact for | |
Kellye L. Walker, Director | Brian D. Chambers, Director | |
February 18, 2022 | February 18, 2022 |
40
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Lincoln Electric Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lincoln Electric Holdings, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
F-1
Uncertain tax positions | ||
Description of the Matter | As disclosed in Notes 1 and 14 to the consolidated financial statements, the Company operates in a multinational tax environment and is subject to laws and regulations in various jurisdictions, including U.S. federal, various U.S. state and non-U.S. jurisdictions. Uncertain tax positions may arise from interpretations and judgments made by the Company in the application of the relevant laws, regulations and tax rulings. The Company uses judgment in (1) determining whether the technical merits of tax positions in certain jurisdictions are more-likely-than-not to be sustained and (2) measuring the related amount of tax benefit that qualifies for recognition. Auditing the tax positions related to certain jurisdictions was complex because the recognition and measurement of the tax positions is judgmental and is based on interpretations of laws, regulations and tax rulings. | |
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to assess the technical merits of certain tax positions and controls over the Company’s process for accounting for uncertain tax positions. For example, our procedures included testing the Company’s controls to determine the application of the relevant laws, regulations and tax rulings, including management’s process to recognize and measure the related tax positions. Our audit procedures included, among others, testing the recognition and measurement of income tax positions. We involved tax professionals to assist in assessing the technical merits of the Company’s tax positions. In addition, we used our knowledge of and experience with the application of domestic and international income tax laws by the relevant tax authorities to evaluate the Company’s accounting for its tax positions. We also assessed the Company’s assumptions and data used to support the measurement of the related tax positions and tested the accuracy of the calculations. Lastly, we evaluated the Company’s income tax disclosures related to the Company’s uncertain tax positions. |
/s/ Ernst Young LLP | |
We have served as the Company’s auditor since at least 1923, but we are unable to determine the specific year. | |
Cleveland, OH | |
February 18, 2022 | |
F-2
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Lincoln Electric Holdings, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Lincoln Electric Holdings, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Lincoln Electric Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated February 18, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ | |
February 18, 2022 |
F-3
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Year Ended December 31, | |||||||||
| 2021 |
| 2020 |
| 2019 | ||||
Net sales (Note 2) |
| $ | |
| $ | |
| $ | |
Cost of goods sold |
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Gross profit |
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Selling, general administrative expenses |
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Rationalization and asset impairment charges (Note 7) |
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Operating income |
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Interest expense, net |
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Other income (expense) (Note 13) |
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Income before income taxes |
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Income taxes (Note 14) |
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Net income including non-controlling interests |
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Non-controlling interests in subsidiaries’ income (loss) |
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| ( | |||
Net income | $ | | $ | | $ | | |||
Basic earnings per share (Note 3) | $ | | $ | | $ | | |||
Diluted earnings per share (Note 3) | $ | | $ | | $ | | |||
Cash dividends declared per share | $ | | $ | | $ | | |||
See notes to these consolidated financial statements.
F-4
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended December 31, | |||||||||
| 2021 |
| 2020 |
| 2019 | ||||
Net income including non-controlling interests |
| $ | |
| $ | |
| $ | |
Other comprehensive income (loss), net of tax: |
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Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax of $ | | | ( | ||||||
Defined pension plan activity, net of tax of $ | | ( | | ||||||
Currency translation adjustment |
| ( |
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Other comprehensive income (loss): |
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| ( |
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Comprehensive income |
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Comprehensive income (loss) attributable to non-controlling interests |
| ( |
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Comprehensive income (loss) attributable to shareholders | $ | | $ | | $ | | |||
See notes to these consolidated financial statements.
F-5
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31, | ||||||
2021 | 2020 | |||||
ASSETS |
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Current Assets |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable (less allowance for doubtful accounts of $ |
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Inventories (Note 17) |
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Other current assets |
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Total Current Assets |
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Property, plant and equipment, net (Note 1) |
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Intangibles, net (Note 5) |
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Goodwill |
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Deferred income taxes (Note 14) |
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Other assets |
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TOTAL ASSETS | $ | | $ | | ||
LIABILITIES AND EQUITY |
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Current Liabilities |
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Amounts due banks (Note 9) | $ | | $ | | ||
Trade accounts payable |
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Accrued employee compensation and benefits |
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Dividends payable |
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Other current liabilities |
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Current portion of long-term debt (Note 9) |
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Total Current Liabilities |
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Long-term debt, less current portion (Note 9) |
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Deferred income taxes (Note 14) |
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Other liabilities |
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Total Liabilities |
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Shareholders' Equity |
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Preferred shares, without par value - at stated capital amount; authorized - | ||||||
Common shares, without par value - at stated capital amount; authorized - |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
| ( |
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Treasury shares, at cost - |
| ( |
| ( | ||
Total Shareholders' Equity |
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Non-controlling interests |
| ( |
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Total Equity |
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TOTAL LIABILITIES AND TOTAL EQUITY | $ | | $ | | ||
See notes to these consolidated financial statements.
F-6
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share amounts)
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Common | Additional | Other | Non- | ||||||||||||||||||||
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| Outstanding |
| Shares |
| Capital |
| Earnings |
| Income (Loss) |
| Shares |
| Interests |
| Total | ||||||||
Balance at December 31, 2018 |
| | $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | |||||||
Net income |
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Unrecognized amounts from defined benefit pension plans, net of tax |
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Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax |
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Currency translation adjustment |
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Cash dividends declared – $ |
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Purchase of shares for treasury |
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Other |
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Balance at December 31, 2019 |
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Net income |
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Unrecognized amounts from defined benefit pension plans, net of tax |
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Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax |
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Cash dividends declared – $ |
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Stock-based compensation activity |
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Purchase of shares for treasury |
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Other |
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Balance at December 31, 2020 |
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Net income |
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Unrecognized amounts from defined benefit pension plans, net of tax |
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|
|
|
| ( |
|
|
| ( |
| ( | ||||||||
Cash dividends declared – $ |
|
|
|
|
| ( |
|
|
|
|
|
| ( | ||||||||||
Stock-based compensation activity |
| |
|
|
| |
|
|
|
|
| |
|
|
| | |||||||
Purchase of shares for treasury |
| ( | ( | ( | |||||||||||||||||||
Other |
|
|
|
|
| |
| ( |
|
|
|
|
| ( |
| ( | |||||||
Balance at December 31, 2021 | | $ | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | ||||||||
See notes to these consolidated financial statements.
F-7
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31, | |||||||||
|
| 2021 |
| 2020 |
| 2019 | |||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
| |||||
Net income | $ | | $ | | $ | | |||
Non-controlling interests in subsidiaries' income (loss) |
| |
| |
| ( | |||
Net income including non-controlling interests |
| |
| |
| | |||
Adjustments to reconcile Net income including non-controlling interests to Net cash provided by operating activities: |
|
|
|
|
| ||||
Rationalization and asset impairment net (gains) charges (Note 7) |
| ( |
| |
| | |||
Depreciation and amortization |
| |
| |
| | |||
Equity earnings in affiliates, net |
| ( |
| ( |
| ( | |||
Deferred income taxes |
| ( |
| ( |
| | |||
Stock-based compensation |
| |
| |
| | |||
Gain on change in control |
| |
| |
| ( | |||
Pension settlement charges | | | | ||||||
Other, net |
| ( |
| ( |
| ( | |||
Changes in operating assets and liabilities, net of effects from acquisitions: |
|
|
|
|
| ||||
(Increase) decrease in accounts receivable |
| ( |
| |
| | |||
(Increase) decrease in inventories |
| ( |
| |
| ( | |||
(Increase) decrease in other current assets |
| ( |
| |
| | |||
Increase (decrease) in trade accounts payable |
| |
| ( |
| ( | |||
Increase (decrease) in other current liabilities |
| |
| |
| ( | |||
Net change in other assets and liabilities |
| ( |
| ( |
| ( | |||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
| |
| |
| | |||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
| ||||
Capital expenditures |
| ( |
| ( |
| ( | |||
Acquisition of businesses, net of cash acquired |
| ( |
| |
| ( | |||
Proceeds from sale of property, plant and equipment |
| |
| |
| | |||
Other investing activities |
| |
| |
| | |||
NET CASH USED BY INVESTING ACTIVITIES |
| ( |
| ( |
| ( | |||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
| ||||
Net change in borrowings |
| |
| ( |
| | |||
Proceeds from exercise of stock options |
| |
| |
| | |||
Purchase of shares for treasury (Note 11) |
| ( |
| ( |
| ( | |||
Cash dividends paid to shareholders |
| ( |
| ( |
| ( | |||
Other financing activities |
| ( |
| |
| | |||
NET CASH USED BY FINANCING ACTIVITIES |
| ( |
| ( |
| ( | |||
Effect of exchange rate changes on Cash and cash equivalents |
| ( |
| |
| | |||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
| ( |
| |
| ( | |||
Cash and cash equivalents at beginning of period |
| |
| |
| | |||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | | $ | | $ | | |||
See notes to these consolidated financial statements.
F-8
LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest (the Company) after elimination of all inter-company accounts, transactions and profits.
General Information
The Company is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment. The Company also has a leading global position in brazing and soldering alloys.
The Company’s products include arc welding power sources, plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes and welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes computer numeric controlled (CNC) plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing.
Translation of Foreign Currencies
Asset and liability accounts are translated into U.S. dollars using exchange rates in effect at the dates of the Consolidated Balance Sheets; revenue and expense accounts are translated at average monthly exchange rates. Translation adjustments are reflected as a component of Total equity. For subsidiaries operating in highly inflationary economies, both historical and current exchange rates are used in translating balance sheet accounts and translation adjustments are included in Net income.
The translation of assets and liabilities originally denominated in foreign currencies into U.S. dollars is for consolidation purposes, and does not necessarily indicate that the Company could realize or settle the reported value of those assets and liabilities in U.S. dollars. Additionally, such a translation does not necessarily indicate that the Company could return or distribute the reported U.S. dollar value of the net equity of its foreign operations to shareholders.
Foreign currency transaction gains and losses are included in Selling, general administrative expenses and were gains of $
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Accounts Receivable
The Company maintains an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments for products delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable
F-9
collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience.
Inventories
Inventories are valued at the lower of cost or net realizable value. Fixed manufacturing overhead costs are allocated to inventory based on normal production capacity and abnormal manufacturing costs are recognized as period costs. Cost for a substantial portion of U.S. inventories is determined on a last-in, first-out (“ LIFO”) basis. At December 31, 2021 and 2020, approximately
Reserves are maintained for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. The reserve for excess and obsolete inventory was $
Prepaid Expenses
Prepaid expenses include prepaid insurance, prepaid rent, prepaid service contracts and other prepaid items. Prepaid expenses are included in Other current assets in the accompanying Consolidated Balance Sheets and amounted to $
Long-lived Assets
Property, Plant and Equipment
Property, plant and equipment are stated at cost and include improvements which significantly increase capacities or extend the useful lives of existing plant and equipment. Depreciation and amortization are computed using a straight-line method over useful lives ranging from
Routine maintenance, repairs and replacements are expensed as incurred. The Company capitalizes interest costs associated with long-term construction in progress.
Property, plant and equipment, net in the Consolidated Balance Sheet is comprised of the following components:
December 31, | |||||
2021 |
| 2020 | |||
Land | $ | $ | | ||
Buildings |
|
| | ||
Machinery and equipment |
|
| | ||
| |
| | ||
Less accumulated depreciation |
|
| | ||
Total | $ | | $ | | |
Leases
The Company determines if an agreement is a lease at inception. The Company records a right-of-use asset on its Consolidated Balance Sheets to represent its right to use an underlying asset for the lease term. The Company records a lease liability on its Consolidated Balance Sheets to represent its obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s operating leases do not provide an
F-10
implicit rate, the Company uses its incremental borrowing rate based on information available at commencement date to present value the lease payments.
The Company has operating leases for sales offices, manufacturing facilities, warehouses and distribution centers, transportation equipment, office equipment and information technology equipment. Some of these leases are noncancelable. Variable or short-term lease costs contained within the Company’s operating leases are not material. Most leases include one or more options to , which can extend the lease term from
The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable long-lived assets, including right-of-use assets, to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, a loss is recognized to the extent that carrying value exceeds fair value. Fair value is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. Refer to Notes 5, 7 and 18 to the consolidated financial statements for additional details.
Goodwill and Intangibles
Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Intangible assets other than goodwill are recorded at fair value at the time acquired or at cost, if applicable. Intangible assets that do not have indefinite lives are amortized in line with the pattern in which the economic benefits of the intangible asset are consumed. If the pattern of economic benefit cannot be reliably determined, the intangible assets are amortized on a straight-line basis over the shorter of the legal or estimated life. These types of assets are assessed for impairment in a manner consistent with long-lived assets described above. Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment in the fourth quarter using the same date each year or more frequently if changes in circumstances or the occurrence of events indicate potential impairment.
In performing the annual impairment test, the fair value of each indefinite-lived intangible asset is compared to its carrying value and an impairment charge is recorded if the carrying value exceeds the fair value. For goodwill, the Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, and whether it is necessary to perform the quantitative goodwill impairment test. The quantitative test is required only if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. For quantitative testing, the Company compares the fair value of each reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
Fair values are determined using established business valuation techniques and models developed by the Company, estimates of market participant assumptions of future cash flows, future growth rates and discount rates to value estimated cash flows. Changes in economic and operating conditions, actual growth below the assumed market participant assumptions or an increase in the discount rate could result in an impairment charge in a future period. Refer to Note 5 to the consolidated financial statements for additional details.
F-11
Fair Value Measurements
Financial assets and liabilities, such as the Company’s defined benefit pension plan assets and derivative contracts, are valued at fair value using the market and income valuation approaches. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The following hierarchy is used to classify the inputs that measure fair value:
Refer to Notes 12 and 16 to the consolidated financial statements for additional details.
Product Warranties
The Company accrues for product warranty claims based on historical experience and the expected material and labor costs to provide warranty service. Warranty services are generally provided for periods up to
Revenue Recognition
Revenue is recognized when obligations under the terms of a contract are satisfied and control is transferred to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for goods or services. Substantially all of the Company’s sales arrangements are short-term in nature involving a single performance obligation. The Company recognizes revenue when the performance obligation is satisfied and control of the product is transferred to the customer generally based upon shipping terms. In addition, certain customized automation performance obligations are accounted for over time. Under this method, revenue recognition is primarily based upon the ratio of costs incurred to date compared with estimated total costs to complete. The cumulative impact of revisions to total estimated costs is reflected in the period of the change, including anticipated losses. Less than
The Company recognizes any discounts, credits, returns, rebates and incentive programs based on reasonable estimates as a reduction of sales to arrive at Net sales at the same time the related revenue is recorded. Taxes collected by the Company, including sales tax and value added tax, are excluded from Net sales. The Company recognizes freight billed as a component of Net sales and shipping costs as a component of Cost of goods sold when control transfers to the customer. Sales commissions are expensed when incurred because the amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses in the Company’s Consolidated Statements of Income.
The Company’s payment terms vary by the type and location of the customer and the products or services offered. The Company does not offer any payment terms that would meet the requirements for consideration as a financing component under Topic 606.
F-12
Refer to Note 2 to the consolidated financial statements for additional details.
Distribution Costs
Distribution costs, including warehousing and freight related to product shipments, are included in Cost of goods sold.
Stock-Based Compensation
Expense is recognized for all awards of stock-based compensation by allocating the aggregate grant date fair value over the vesting period. No expense is recognized for any stock options, restricted or deferred shares or restricted stock units ultimately forfeited because the recipients fail to meet vesting requirements.
Common stock issuable upon the exercise of employee stock options is excluded from the calculation of diluted earnings per share when the calculation of option equivalent shares is anti-dilutive. Refer to Note 10 to the consolidated financial statements for additional details.
Financial Instruments
The Company uses derivative instruments to manage exposures to interest rates, commodity prices and currency exchange rate fluctuations on certain purchase and sales transactions, balance sheet and net investment exposures. Derivative contracts to hedge currency and commodity exposures are generally written on a short-term basis, but may cover exposures for up to
All derivatives are recognized at fair value on the Company’s Consolidated Balance Sheets. The accounting for gains and losses resulting from changes in fair value depends on the use of the derivative and whether it is designated and qualifies for hedge accounting. The Company formally documents the relationship of the hedge with the hedged item as well as the risk-management strategy for all designated hedges. Both at inception and on an ongoing basis, the hedging instrument is assessed as to its effectiveness, when applicable. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, or the derivative is terminated, hedge accounting is discontinued. The cash flows from settled derivative contracts are recognized in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows.
The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. The Company manages individual counterparty exposure by monitoring the credit rating of the counterparty and the size of financial commitments and exposures between the Company and the counterparty.
Cash flow hedges
Certain foreign currency forward contracts and commodity contracts are qualified and designated as cash flow hedges. The effective portion of the fair value unrealized gain or loss on cash flow hedges are reported as a component of Accumulated other comprehensive income (AOCI) with offsetting amounts recorded as Other current assets, Other assets, Other current liabilities or Other liabilities depending on the position and the duration of the contract. At settlement, the realized gain or loss is recorded in Cost of goods sold or Net sales for hedges of purchases and sales, respectively, in the same period or periods during which the hedged transaction affects earnings. The ineffective portion on cash flow hedges is recognized in current earnings.
In anticipation of future debt issuance associated with the Notes referenced in Note 9, the Company has interest rate forward starting swap agreements to hedge the variability of future changes in interest rates. The forward starting swap agreements were qualified and designated as a cash flow hedge. The changes in fair value are recorded as part of AOCI, and upon completion of debt issuance and termination of the swaps, are amortized to interest expense over the life of the underlying debt.
F-13
Fair value hedges
Certain interest rate swap agreements were qualified and designated as fair value hedges. The interest rate swap agreements designated as fair value hedges meet the shortcut method requirements under accounting standards for derivatives and hedging. Accordingly, changes in the fair value of these agreements are considered to exactly offset changes in the fair value of the underlying long-term debt. Changes in fair value are recorded in Other assets or Other liabilities with offsetting amounts recorded as a fair value adjustment to the carrying value of Long-term debt, less current portion.
Net investment hedges
For derivative instruments that qualify as a net investment hedge, the effective portion of the fair value gains or losses are recognized in AOCI with offsetting amounts recorded as Other current assets, Other assets, Other current liabilities or Other liabilities depending on the position and the duration of the contract. The gains or losses are subsequently reclassified to Selling, general and administrative expenses, as the underlying hedged investment is liquidated.
Derivatives not designated as hedging instruments
The Company has certain foreign exchange forward contracts which are not designated as hedges. These derivatives are held as hedges of certain balance sheet exposures. The gains or losses on these contracts are recognized in Selling, general and administrative expenses, offsetting the losses or gains on the exposures being hedged.
Refer to Note 15 to the consolidated financial statements for additional details.
Research and Development
Research and development costs are charged to Selling, general administrative expenses as incurred and totaled $
Bonus
The Company’s discretionary employee bonus programs, which for certain U.S.-based employees are net of medical costs, are included in Selling, general administrative expenses. Bonus costs were $
Income Taxes
Deferred income taxes are recognized at currently enacted tax rates for temporary differences between the GAAP and income tax basis of assets and liabilities and operating loss and tax credit carry-forwards. In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized.
The Company maintains liabilities for unrecognized tax benefits related to uncertain income tax positions in various jurisdictions. The Company uses judgment in determining whether the technical merits of tax positions are more-likely-than-not to be sustained. Judgment is also used in measuring the related amount of tax benefit that qualifies for recognition, including the interpretation of applicable tax law, regulations and tax rulings.
The Company elects to treat any Global Intangible Low Taxed Iincome inclusion as a period expense in the year incurred.
Refer to Note 14 to the consolidated financial statements for additional details.
F-14
Acquisitions
Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.
Fair value estimates are based on a series of judgments about future events and uncertainties and rely on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, customer attrition rates, and royalty rates). Acquired inventories are marked to fair value. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company. Refer to Note 4 to the consolidated financial statements for additional details.
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect the amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from these estimates.
New Accounting Pronouncements
The following section provides a description of new ASUs issued by the Financial Accounting Standards Board (FASB) that are applicable to the Company.
The following ASUs were adopted as of January 1, 2021 and did not have a significant financial impact on the Company’s consolidated financial statements unless otherwise described within the table below:
NOTE 2 — REVENUE RECOGNITION
The following table presents the Company’s Net sales disaggregated by product line:
Year Ended December 31, | |||||||||
| 2021 |
| 2020 |
| 2019 | ||||
Consumables | $ | | $ | | $ | | |||
Equipment |
| |
| |
| | |||
Net sales | $ | | $ | | $ | | |||
Consumable sales consist of electrodes, fluxes, specialty welding consumables and brazing and soldering alloys. Equipment sales consist of arc welding power sources, welding accessories, fabrication, plasma cutters, wire feeding systems, automated joining, assembly and cutting systems, fume extraction equipment, CNC plasma and oxy-fuel
F-15
cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing. Consumable and Equipment products are sold within each of the Company’s operating segments.
Within the Equipment product line, there are certain customer contracts related to automation products that may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers or using expected cost plus margin.
At December 31, 2021, the Company recorded $
NOTE 3 - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
Year Ended December 31, | |||||||||
| 2021 |
| 2020 |
| 2019 | ||||
Numerator: |
|
|
|
|
|
| |||
Net income | $ | | $ | | $ | | |||
Denominator (shares in 000's): |
|
|
|
|
|
| |||
Basic weighted average shares outstanding |
| |
| |
| | |||
Effect of dilutive securities - Stock options and awards |
| |
| |
| | |||
Diluted weighted average shares outstanding |
| |
| |
| | |||
Basic earnings per share | $ | | $ | | $ | | |||
Diluted earnings per share | $ | | $ | | $ | | |||
For the years ended December 31, 2021, 2020 and 2019, common shares subject to equity-based awards of
NOTE 4 – ACQUISITIONS
During July 2021, the Company acquired Overstreet-Hughes Company, Inc. and Shoals Tubular, Inc. (“FTP”). FTP manufactures copper and aluminum headers, distributor assemblies and manifolds in the United States and Mexico for the heating, ventilation, and air conditioning sector (“HVAC”). The acquisition further differentiates The Harris Products Group’s competitive position serving HVAC original equipment manufacturers with a comprehensive portfolio of solutions for the fabrication of HVAC coils and accelerates growth in this market.
During April 2021, the Company acquired Zeman Bauelemente Produktionsgesellschaft m.b.H. (“Zeman), a division of the Zeman Group. Zeman, based in Vienna, Austria, is a leading designer and manufacturer of robotic assembly and arc welding systems that automate the tacking and welding of steel beams. The acquisition expands the Company’s international automation capabilities to serve customers in the structural steel and infrastructure sectors.
During July 2019, the Company acquired the controlling stake in Askaynak. Askaynak, based in Turkey, is a supplier and manufacturer of welding consumables, arc welding equipment, including plasma and oxy-fuel cutting equipment
F-16
and robotic welding systems. The acquisition advanced the Company’s regional growth strategy in Europe, the Middle East and Africa.
During April 2019, the Company acquired Baker Industries, Inc. (Baker). Baker, based in Detroit, Michigan, is a provider of custom tooling, parts and fixtures primarily serving automotive and aerospace markets. The acquisition complimented the Company’s automation portfolio and its metal additive manufacturing service business.
Pro forma information related to the acquisitions discussed above has not been presented because the impact on the Company’s Consolidated Statements of Income is not material. The preliminary purchase price allocations are expected to be finalized within the allowable measurement period. The acquired companies are included in the Company's consolidated financial statements as of the date of acquisition.
NOTE 5 – GOODWILL AND INTANGIBLES
The changes in the carrying amount of goodwill by reportable segments for the years ended December 31, 2021 and 2020 were as follows:
|
|
| The Harris |
| ||||||||
Americas | International | Products | ||||||||||
| Welding |
| Welding |
| Group |
| Consolidated | |||||
Balance as of December 31, 2019 | $ | | $ | | $ | | $ | | ||||
Additions and adjustments |
| — |
| |
| ( |
| | ||||
Foreign currency translation |
| |
| ( |
| ( |
| ( | ||||
Balance as of December 31, 2020 |
| |
| |
| |
| | ||||
Additions and adjustments (1) |
| — |
| |
| |
| | ||||
Foreign currency translation |
| |
| ( |
| ( |
| ( | ||||
Balance as of December 31, 2021 | $ | | $ | | $ | | $ | | ||||
| (1) | Additions to International Welding reflect goodwill recognized in the acquisition of Zeman in 2021. Additions to The Harris Products Group reflect goodwill recognized in the acquisition of FTP in 2021. |
Gross carrying values and accumulated amortization of intangible assets other than goodwill by asset class were as follows:
December 31, 2021 | December 31, 2020 | |||||||||||
Gross |
| Accumulated |
| Gross |
| Accumulated | ||||||
| Amount |
| Amortization |
| Amount |
| Amortization | |||||
Intangible assets not subject to amortization |
|
|
|
|
|
|
| |||||
Trademarks and trade names | $ | |
|
| $ | |
|
| ||||
Intangible assets subject to amortization |
|
|
|
|
|
|
|
| ||||
Trademarks and trade names | $ | | $ | | $ | | $ | | ||||
Customer relationships |
| |
| |
| |
| | ||||
Patents |
| |
| |
| |
| | ||||
Other |
| |
| |
| |
| | ||||
Total intangible assets subject to amortization | $ | | $ | | $ | | $ | | ||||
F-17
During 2021, the Company acquired intangible assets either individually or as part of a group of assets, with an initial purchase price allocation and weighted-average as follows:
Year Ended December 31, 2021 | ||||
Purchase Price | Weighted | |||
Allocation |
| Average Life | ||
Acquired intangible assets subject to amortization |
|
|
|
|
Trademarks and trade names | $ | |
| |
Customer relationships |
| |
| |
Other |
| |
| |
Total acquired intangible assets subject to amortization | $ | |
|
|
Aggregate amortization expense was $
NOTE 6 – SEGMENT INFORMATION
The Company’s primary business is the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment. The Company also has a leading global position in brazing and soldering alloys.
The Company’s products include arc welding power sources, plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes and welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes CNC plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing.
The Company has aligned its organizational and leadership structure into
Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the adjusted earnings before interest and income taxes (Adjusted EBIT) profit measure. EBIT is defined as Operating income plus Equity earnings in affiliates and Other income. Segment EBIT is adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets. The accounting principles applied at the operating segment level are generally the same as those applied at the consolidated financial statement level with the exception of LIFO. Segment assets include inventories measured on a FIFO basis while consolidated inventories include inventories reported on a LIFO basis. Segment and consolidated income before interest and income taxes include the effect of inventories reported on a LIFO basis. At December 31, 2021, 2020 and 2019 approximately
F-18
Financial information for the reportable segments follows:
The Harris | ||||||||||||||
Americas | International | Products | Corporate / | |||||||||||
Welding (1) |
| Welding (2) |
| Group (3) |
| Eliminations (4) |
| Consolidated | ||||||
For the Year Ended December 31, 2021 |
|
|
|
|
|
|
|
|
| |||||
Net sales | $ | | $ | | $ | | $ | — | $ | | ||||
Inter-segment sales |
| |
| |
| |
| ( | | |||||
Total | $ | | $ | | $ | | $ | ( | $ | | ||||
Adjusted EBIT | $ | | $ | | $ | | $ | ( | $ | | ||||
Special items charge (gain) |
| |
| |
| |
| | | |||||
EBIT | $ | | $ | | $ | | $ | ( | $ | | ||||
Interest income |
|
|
|
| | |||||||||
Interest expense |
|
|
|
| ( | |||||||||
Income before income taxes |
|
|
| $ | | |||||||||
Total assets | $ | | $ | | $ | | $ | ( | $ | | ||||
Equity investments in affiliates |
| |
| |
| |
| | | |||||
Capital expenditures |
| |
| |
| |
| | | |||||
Depreciation and amortization |
| |
| |
| |
| ( | | |||||
For the Year Ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
| ||||
Net sales | $ | | $ | | $ | | $ | — | $ | | ||||
Inter-segment sales |
| |
| |
| |
| ( | | |||||
Total | $ | | $ | | $ | | $ | ( | $ | | ||||
Adjusted EBIT | $ | | $ | | $ | | $ | ( | $ | | ||||
Special items charge (gain) |
| |
| |
| |
| | | |||||
EBIT | $ | | $ | | $ | | $ | ( | $ | | ||||
Interest income |
|
|
|
|
|
|
| | ||||||
Interest expense |
|
|
|
|
|
|
| ( | ||||||
Income before income taxes |
|
|
|
|
|
| $ | | ||||||
Total assets | $ | | $ | | $ | | $ | ( | $ | | ||||
Equity investments in affiliates |
| |
| |
| |
| | | |||||
Capital expenditures |
| |
| |
| |
| | | |||||
Depreciation and amortization | |
| |
| |
| ( | | ||||||
For the Year Ended December 31, 2019 |
|
|
| |||||||||||
Net sales | $ | | $ | | $ | | $ | — | $ | | ||||
Inter-segment sales |
| |
| |
| |
| ( | | |||||
Total | $ | | $ | | $ | | $ | ( | $ | | ||||
Adjusted EBIT | $ | | $ | | $ | | $ | ( | $ | | ||||
Special items charge |
| |
| |
| |
| | | |||||
EBIT | $ | | $ | | $ | | $ | ( | $ | | ||||
Interest income |
|
|
|
|
|
|
| | ||||||
Interest expense |
|
|
|
|
|
|
| ( | ||||||
Income before income taxes |
|
|
|
|
|
| $ | | ||||||
Total assets | $ | | $ | | $ | | $ | ( | $ | | ||||
Equity investments in affiliates |
| |
| |
| |
| | | |||||
Capital expenditures |
| |
| |
| |
| | | |||||
Depreciation and amortization |
| |
| |
| |
| ( | | |||||
| (1) | 2021 special items reflect pension settlement charges of $ |
2020 special items reflect Rationalization and asset impairment charges of $
2019 special items reflect Rationalization and asset impairment charges of $
F-19
| (2) | 2021 special items reflect Rationalization and asset impairment charges of $ |
2020 special items reflect Rationalization and asset impairment charges of $
2019 special items reflect Rationalization and asset impairment charges of $
| (3) | 2021 special items reflect pension settlement charges of $ |
2019 special items reflect Rationalization and asset impairment charges of $
| (4) | 2021 special items reflect acquisition transaction and integration costs of $ |
2019 special items reflect acquisition transaction and integration costs of $
Export sales (excluding inter-company sales) from the United States were $
The geographic split of the Company’s Net sales, based on the location of the customer, and property, plant and equipment were as follows:
Year Ended December 31, | |||||||||
| 2021 |
| 2020 |
| 2019 | ||||
Net sales: |
|
|
|
|
|
| |||
United States | $ | | $ | | $ | | |||
Foreign countries |
| |
| |
| | |||
Total | $ | | $ | | $ | | |||
December 31, | |||||||||
| 2021 |
| 2020 |
| 2019 | ||||
Property, plant and equipment, net: |
|
|
|
|
|
| |||
United States | $ | | $ | | $ | | |||
Foreign countries |
| |
| |
| | |||
Eliminations |
| — |
| ( |
| ( | |||
Total | $ | | $ | | $ | | |||
NOTE 7 – RATIONALIZATION AND ASSET IMPAIRMENTS
The Company recorded rationalization and asset impairment net charges of $
During 2020 and 2021, the Company initiated rationalization plans within the Americas Welding and International Welding segments. The plans include headcount restructuring and the consolidation of manufacturing facilities to better align the cost structure with economic conditions and operating needs. At December 31, 2021, liabilities of $
F-20
International Welding were recognized in Other current liabilities in the Company's Consolidated Balance Sheet. The Company does not anticipate significant additional charges related to the completion of these plans.
During 2019, the Company initiated rationalization plans within International Welding. The plans include headcount restructuring and the consolidation of manufacturing operations to better align the cost structures with economic conditions and operating needs. Liabilities related to these plans were substantially paid at December 31, 2020.
The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital. The Company continues to evaluate its cost structure and additional rationalization actions may result in charges in future periods.
The following table summarizes the activity related to the rationalization liabilities:
|
| International |
| ||||||
Americas Welding |
| Welding |
| Consolidated | |||||
Balance at December 31, 2019 | $ | — | $ | | $ | | |||
Payments and other adjustments |
| ( |
| ( |
| ( | |||
Charged to expense |
| |
| |
| | |||
Balance at December 31, 2020 | $ | | $ | | $ | | |||
Payments and other adjustments |
| ( |
| ( |
| ( | |||
Charged to expense |
| — |
| |
| | |||
Balance at December 31, 2021 | $ | — | $ | | $ | | |||
NOTE 8 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)
The following tables set forth the total changes in accumulated other comprehensive income (loss) (AOCI) by component, net of taxes:
Year Ended December 31, 2021 | ||||||||||||
Unrealized gain | ||||||||||||
(loss) on derivatives | ||||||||||||
designated and | Defined benefit | Currency | ||||||||||
qualifying as cash | pension plan | translation | ||||||||||
flow hedges | activity | adjustment | Total | |||||||||
Balance at December 31, 2019 | $ | | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive income (loss) before reclassification |
| ( |
| ( |
| | 3 |
| ( | |||
Amounts reclassified from AOCI |
| | 1 |
| | 2 |
| — |
| | ||
Net current-period other comprehensive income (loss) |
| |
| ( |
| |
| ( | ||||
Balance at December 31, 2020 | $ | | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive income (loss) before reclassification |
| | | ( | 3 | ( | ||||||
Amounts reclassified from AOCI |
| ( | 1 | | 2 | — | | |||||
Net current-period other comprehensive income (loss) |
| |
| |
| ( |
| | ||||
Balance at December 31, 2021 | $ | | $ | ( | $ | ( | $ | ( | ||||
| (1) | During 2021, this AOCI reclassification is a component of Net sales of $ |
| (2) | This AOCI component is included in the computation of net periodic pension costs (net of tax of $ |
F-21
| (3) | The Other comprehensive income before reclassifications excludes $( |
NOTE 9 – DEBT
At December 31, 2021 and 2020, debt consisted of the following:
December 31, | ||||||
| 2021 |
| 2020 | |||
Long-term debt |
|
|
|
| ||
Senior Unsecured Notes due through 2045, interest at | $ | | $ | | ||
Other borrowings due through 2030, interest up to |
| |
| | ||
| |
| | |||
Less current portion |
| |
| | ||
Long-term debt, less current portion |
| |
| | ||
Short-term debt |
|
|
| |||
Amounts due banks, weighted average interest at |
| |
| | ||
Current portion long-term debt |
| |
| | ||
Total short-term debt |
| |
| | ||
Total debt | $ | | $ | | ||
At December 31, 2021 and 2020, the fair value of long-term debt, including the current portion, was approximately $
Senior Unsecured Notes
On April 1, 2015 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the Notes) through a private placement. Interest on the Notes is paid semi-annually. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants.
The maturity and interest rates of the 2015 Notes and 2016 Notes are as follows:
| Amount |
| Maturity Date |
| Interest Rate |
| ||
2015 Notes |
|
|
|
|
|
| ||
Series A | $ | |
| | % | |||
Series B |
| |
| | % | |||
Series C |
| |
| | % | |||
Series D |
| |
| | % | |||
2016 Notes |
|
|
|
|
| |||
Series A | $ | |
| | % | |||
Series B |
| |
| | % | |||
Series C |
| |
| | % | |||
Series D |
| |
| | % | |||
The Company’s total weighted average effective interest rate and remaining weighted average term, inclusive of the 2015 Notes and 2016 Notes, is
F-22
Revolving Credit Agreement
On April 23, 2021, the Company amended and restated the agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“Credit Agreement”). The Credit Agreement has a line of credit totaling $
The Company has other lines of credit totaling $
Shelf Agreements
On November 27, 2018, the Company entered into
Other
Maturities of long-term debt, including payments for amounts due banks, for the five years succeeding December 31, 2021 are $
NOTE 10 – STOCK PLANS
On April 23, 2015, the shareholders of the Company approved the 2015 Equity and Incentive Compensation Plan (Employee Plan). The Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards up to an additional
F-23
Stock Options
The following table summarizes stock option activity for the year ended December 31, 2021 under all Plans:
Weighted | |||||
Average | |||||
Number of | Exercise | ||||
| Options |
| Price | ||
Balance at beginning of year |
| | $ | | |
Options granted |
| |
| | |
Options exercised |
| ( |
| | |
Options canceled | ( | | |||
Options forfeited | ( | | |||
Balance at end of year |
| |
| | |
Exercisable at end of year |
| |
| | |
Options granted under both the Employee Plan and its predecessor plans may be outstanding for a maximum of
The Company uses the Black-Scholes option pricing model for estimating fair values of options. In estimating the fair value of options granted, the expected option life is based on the Company’s historical experience. The expected volatility is based on historical volatility. The weighted average assumptions for each of the three years ended December 31 were as follows:
| 2021 |
| 2020 |
| 2019 |
| ||||
Expected volatility |
| | % | | % | | % | |||
Dividend yield |
| | % | | % | | % | |||
Risk-free interest rate |
| | % | | % | | % | |||
Expected option life (years) |
|
|
| |||||||
Weighted average fair value per option granted during the year | $ | | $ | | $ | | ||||
The following table summarizes non-vested stock options for the year ended December 31, 2021:
Weighted Average | |||||
Number of | Fair Value at | ||||
| Options |
| Grant Date | ||
Balance at beginning of year |
| | $ | | |
Granted |
| |
| | |
Vested |
| ( |
| | |
Canceled | ( | | |||
Forfeited | ( | | |||
Balance at end of year |
| |
| | |
The aggregate intrinsic value of options outstanding and exercisable which would have been received by the optionees had all awards been exercised at December 31, 2021 was $
F-24
The following table summarizes information about awards outstanding as of December 31, 2021:
Outstanding | Exercisable | |||||||||||||
Weighted | Weighted | Weighted | Weighted | |||||||||||
Number of | Average | Average | Number of | Average | Average | |||||||||
Stock | Exercise | Remaining | Stock | Exercise | Remaining | |||||||||
Exercise Price Range |
| Options |
| Price |
| Life (years) |
| Options |
| Price |
| Life (years) | ||
Under $ |
| | $ | |
|
| | $ | |
| ||||
$ |
| |
| |
|
| |
| |
| ||||
Over $ |
| |
| |
|
| |
| |
| ||||
| |
|
| |
| |||||||||
Restricted Stock Units (RSUs) and Performance Share Units (PSUs)
The following table summarizes RSU and PSU activity for the year ended December 31, 2021 under all Plans:
Weighted | |||||
Average | |||||
Number of | Grant Date | ||||
| Units |
| Fair Value | ||
Balance at beginning of year |
| | $ | | |
Units granted |
| |
| | |
Units vested |
| ( |
| | |
Units forfeited |
| ( |
| | |
Balance at end of year |
| |
| | |
RSUs are valued at the quoted market price on the grant date. The majority of RSUs vest over a period of
PSUs are valued at the quoted market price on the grant date. PSUs vest over a period of
Stock-Based Compensation Expense
Expense is recognized for all awards of stock-based compensation by allocating the aggregate grant date fair value over the vesting period. No expense is recognized for any stock options, restricted or deferred shares, RSUs or PSUs ultimately forfeited because recipients fail to meet vesting requirements. Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2021, 2020 and 2019 was $
F-25
Lincoln Stock Purchase Plan
The 1995 Lincoln Stock Purchase Plan provides employees the ability to purchase open market shares on a commission-free basis up to a limit of
NOTE 11 – COMMON STOCK REPURCHASE PROGRAM
The Company has a share repurchase program for up to
NOTE 12 – RETIREMENT ANNUITY AND GUARANTEED CONTINUOUS EMPLOYMENT PLANS
The Company maintains a number of defined benefit and defined contribution plans to provide retirement benefits for employees. These plans are maintained and contributions are made in accordance with the Employee Retirement Income Security Act of 1974 (ERISA), local statutory law or as determined by the Board of Directors. The plans generally provide benefits based upon years of service and compensation. Pension plans are funded except for a domestic non-qualified pension plan for certain key employees and certain foreign plans. The Company uses a December 31 measurement date for its plans.
The Company does not have, and does not provide for, any postretirement or postemployment benefits other than pensions and certain non-U.S. statutory termination benefits.
F-26
Defined Benefit Plans
Contributions are made in amounts sufficient to fund current service costs on a current basis and to fund past service costs, if any, over various amortization periods.
Obligations and Funded Status
| December 31, | |||||||||||
2021 | 2020 | |||||||||||
U.S. pension | Non-U.S. | U.S. pension | Non-U.S. | |||||||||
| plans |
| pension plans |
| plans |
| pension plans | |||||
Change in benefit obligations |
|
|
|
|
|
|
|
| ||||
Benefit obligations at beginning of year | $ | | $ | | $ | | $ | | ||||
Service cost |
| |
| |
| |
| | ||||
Interest cost |
| |
| |
| |
| | ||||
Plan participants' contributions |
| |
| |
| |
| | ||||
Acquisitions other adjustments |
| |
| ( |
| |
| | ||||
Actuarial (gain) loss (1) |
| ( |
| ( |
| |
| | ||||
Benefits paid |
| ( |
| ( |
| ( |
| ( | ||||
Settlements/curtailments (2) |
| ( |
| ( |
| ( |
| ( | ||||
Currency translation |
| |
| ( |
| |
| | ||||
Benefit obligations at end of year |
| |
| |
| |
| | ||||
Change in plan assets |
|
|
|
| ||||||||
Fair value of plan assets at beginning of year |
| |
| |
| |
| | ||||
Actual return on plan assets |
| ( |
| |
| |
| | ||||
Employer contributions |
| |
| |
| |
| | ||||
Plan participants' contributions |
| |
| |
| |
| | ||||
Benefits paid |
| ( |
| ( |
| ( |
| ( | ||||
Settlements (2) |
| ( |
| ( |
| ( |
| ( | ||||
Currency translation |
| |
| ( |
| |
| | ||||
Fair value of plan assets at end of year |
| |
| |
| |
| | ||||
Funded status at end of year |
| |
| ( |
| |
| ( | ||||
Unrecognized actuarial net loss |
| |
| |
| |
| | ||||
Unrecognized prior service cost |
| |
| ( |
| |
| | ||||
Unrecognized transition assets, net |
| |
| |
| |
| | ||||
Net amount recognized | $ | | $ | ( | $ | | $ | ( | ||||
| (1) |
| (2) | Settlements in 2021 and 2020 resulting from lump sum pension payments and the purchase of a group annuity contract in October 2021 related to the termination of a pension plan. |
The after-tax amounts of unrecognized actuarial net loss, prior service costs and transition assets included in Accumulated other comprehensive loss at December 31, 2021 were $
In March 2020, the Company approved an amendment to terminate the Lincoln Electric Company Retirement Annuity Program (“RAP”) plan effective as of December 31, 2020. The Company provided notice to participants of the intent to terminate the plan and applied and received a determination letter. During 2021, pension obligations were distributed through a combination of lump sum payments to eligible plan participants and through the purchase of a group annuity contract in October 2021. The lump sum payments and annuity purchase resulted in pre-tax settlement charges of
F-27
$
Amounts Recognized in Consolidated Balance Sheets
| December 31, | |||||||||||
2021 | 2020 | |||||||||||
U.S. pension | Non-U.S. | U.S. pension | Non-U.S. | |||||||||
| plans |
| Pension plans |
| plans |
| pension plans | |||||
Prepaid pensions (1) | $ | | $ | | $ | | $ | | ||||
Accrued pension liability, current (2) |
| ( | ( |
| ( |
| ( | |||||
Accrued pension liability, long-term (3) |
| ( | ( |
| ( |
| ( | |||||
Accumulated other comprehensive loss, excluding tax effects |
| | |
| |
| | |||||
Net amount recognized in the balance sheets | $ | | $ | ( | $ | | $ | ( | ||||
| (1) |
| (2) |
| (3) |
Components of Pension Cost for Defined Benefit Plans
Year Ended December 31, | |||||||||||||||||||
2021 | 2020 | 2019 | |||||||||||||||||
U.S. pension | Non-U.S. | U.S. pension | Non-U.S. | U.S. pension | Non-U.S. | ||||||||||||||
|
| plans |
| pension plans |
| plans |
| pension plans |
| plans |
| pension plans | |||||||
Service cost | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Interest cost |
| |
| |
| |
| |
| |
| | |||||||
Expected return on plan assets |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Amortization of prior service cost |
| — |
| |
| — |
| |
| — |
| | |||||||
Amortization of net loss |
| |
| |
| |
| |
| |
| | |||||||
Settlement and curtailment charges (gains) (1) |
| |
| ( |
| |
| |
| |
| | |||||||
Defined benefit plans | $ | | $ | | $ | | $ | | $ | ( | $ | | |||||||
| (1) |
The components of Pension cost for defined benefit plans, other than service cost, are included in Other income (expense) in the Company’s Consolidated Statements of Income.
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
December 31, | ||||||||||||
2021 | 2020 | |||||||||||
U.S. pension | Non-U.S. | U.S. pension | Non-U.S. | |||||||||
| plans |
| pension plans |
| plans |
| pension plans | |||||
Projected benefit obligation | $ | | $ | | $ | | $ | | ||||
Accumulated benefit obligation |
| |
| |
| |
| | ||||
Fair value of plan assets |
| |
| |
| |
| | ||||
The total accumulated benefit obligation for all plans was $
F-28
Benefit Payments for Plans
Benefits expected to be paid for the plans are as follows:
U.S. pension | Non-U.S. | |||||
| Plans |
| pension plans | |||
Estimated Payments | ||||||
2022 | $ | | $ | | ||
2023 |
| |
| | ||
2024 |
| |
| | ||
2025 |
| |
| | ||
2026 |
| |
| | ||
2027 through 2031 |
| |
| | ||
Assumptions
Weighted average assumptions used to measure the benefit obligation for the Company’s significant defined benefit plans as of December 31, 2021 and 2020 were as follows:
December 31, |
| ||||||||
2021 | 2020 |
| |||||||
U.S. pension | Non-U.S. | U.S. pension | Non-U.S. |
| |||||
| plans |
| pension plans |
| plans |
| pension plans |
| |
Discount Rate |
| | % | | % | | % | | % |
Rate of increase in compensation |
| | % | | % | | % | | % |
Weighted average assumptions used to measure the net periodic benefit cost for the Company’s significant defined benefit plans for each of the three years ended December 31 were as follows:
December 31, |
| ||||||||||||
2021 | 2020 | 2019 |
| ||||||||||
U.S. pension | Non-U.S. | U.S. pension | Non-U.S. | U.S. pension | Non-U.S. |
| |||||||
| plans |
| pension plans |
| plans |
| pension plans |
| plans |
| pension plans |
| |
Discount rate |
| | % | | % | | % | | % | | % | | % |
Rate of increase in compensation |
| | % | | % | | % | | % | | % | | % |
Expected return on plan assets |
| | % | | % | | % | | % | | % | | % |
To develop the discount rate assumptions, the Company refers to the yield derived from matching projected pension payments with maturities of bonds rated AA or an equivalent quality. The expected long-term rate of return assumption is based on the weighted average expected return of the various asset classes in the plans’ portfolio and the targeted allocation of plan assets. The asset class return is developed using historical asset return performance as well as current market conditions such as inflation, interest rates and equity market performance. The rate of compensation increase is determined by the Company based upon annual reviews.
Pension Plans’ Assets
The primary objective of the pension plans’ investment policy is to ensure sufficient assets are available to provide benefit obligations when such obligations mature. Investment management practices must comply with ERISA or any other applicable regulations and rulings. The overall investment strategy for the defined benefit pension plans’ assets is to achieve a rate of return over a normal business cycle relative to an acceptable level of risk that is consistent with the long-term objectives of the portfolio. Excluding the RAP plan assets, the target allocation for plan assets is
F-29
The following table sets forth, by level within the fair value hierarchy, the pension plans’ assets as of December 31, 2021:
Pension Plans' Assets at Fair Value as of December 31, 2021 | ||||||||||||
Quoted Prices in | ||||||||||||
Active Markets | Significant | |||||||||||
for Identical | Significant Other | Unobservable | ||||||||||
Assets | Observable Inputs | Inputs | ||||||||||
| (Level 1) |
| (Level 2) |
| (Level 3) |
| Total | |||||
Cash and cash equivalents | $ | | $ | — | $ | — | $ | | ||||
Fixed income securities (1) |
|
|
|
| ||||||||
Corporate debt and other obligations |
| — |
| |
| — |
| | ||||
Investments measured at NAV (2) |
|
|
|
| ||||||||
Common trusts and 103-12 investments (3) |
|
| | |||||||||
Total investments at fair value | $ | | $ | | $ | — | $ | | ||||
The following table sets forth, by level within the fair value hierarchy, the pension plans’ assets as of December 31, 2020:
Pension Plans' Assets at Fair Value as of December 31, 2020 | ||||||||||||
Quoted Prices | ||||||||||||
in Active Markets | Significant | |||||||||||
for Identical | Significant Other | Unobservable | ||||||||||
Assets | Observable Inputs | Inputs | ||||||||||
| (Level 1) |
| (Level 2) |
| (Level 3) |
| Total | |||||
Cash and cash equivalents | $ | | $ | — | $ | — | $ | | ||||
Fixed income securities (1) |
|
|
|
|
|
|
|
| ||||
U.S. government bonds |
| |
| — |
| — |
| | ||||
Corporate debt and other obligations |
| — |
| |
| — |
| | ||||
Investments measured at NAV (2) |
|
|
|
|
|
|
|
| ||||
Common trusts and 103-12 investments (3) |
|
|
|
|
|
| | |||||
Private equity funds (4) |
|
|
|
|
|
| | |||||
Total investments at fair value | $ | | $ | | $ | — | $ | | ||||
| (1) | Fixed income securities are primarily comprised of governmental and corporate bonds directly held by the plans. Governmental and corporate bonds are valued using both market observable inputs for similar assets that are traded on an active market and the closing price on the active market on which the individual securities are traded. |
| (2) | Certain assets that are measured at fair value using the net asset value (NAV) practical expedient have not been classified in the fair value hierarchy. |
| (3) |
| (4) |
F-30
Supplemental Executive Retirement Plan
The Company maintained a domestic unfunded Supplemental Executive Retirement Plan (SERP) under which non-qualified supplemental pension benefits are paid to certain employees in addition to amounts received under the Company’s qualified retirement plan which is subject to IRS limitations on covered compensation. The annual cost of this program has been included in the determination of total net pension costs shown above and was $
Defined Contribution Plans
Substantially all U.S. employees are covered under defined contribution plans. In October 2016, the Company announced a plan redesign of The Lincoln Electric Company Employee Savings Plan (“Savings Plan”) that was effective January 1, 2017. The Savings Plan provides that eligible employees receive up to
Effective January 1, 2017, the Company created The Lincoln Electric Company Restoration Plan (“Restoration Plan”). The Restoration Plan is a domestic unfunded plan maintained for the purpose of providing certain employees the ability to fully participate in standard employee retirement offerings, which are limited by IRS regulations on covered compensation.
The annual costs recognized for defined contribution plans were $
Other Benefits
The Cleveland, Ohio, area operations have a Guaranteed Continuous Employment Plan covering substantially all employees which, in general, provides that the Company will provide work for at least
NOTE 13 — OTHER INCOME (EXPENSE)
The components of Other income (expense) were as follows:
Year Ended December 31, | |||||||||||
|
| 2021 |
| 2020 |
| 2019 | |||||
Equity earnings in affiliates | $ | |
| $ | | $ | | ||||
Other components of net periodic pension (cost) income (1) |
| ( |
|
| ( |
| | ||||
Other income (expense) (2) |
| |
|
| |
| | ||||
Total Other income (expense) | $ | ( |
| $ | | $ | | ||||
| (1) | Other components of net periodic pension (cost) income includes pension settlements and curtailments. Refer to Note 12 to the consolidated financial statements for details. |
| (2) | Includes a gain on change in control related to an acquisition in the year ended December 31, 2019. Refer to Note 4 to the consolidated financial statements for details. |
F-31
NOTE 14 – INCOME TAXES
The components of income before income taxes were as follows:
| Year Ended December 31, | ||||||||
| 2021 |
| 2020 |
| 2019 | ||||
U.S. | $ | | $ | | $ | | |||
Non-U.S. |
| |
| |
| | |||
Total | $ | | $ | | $ | | |||
The components of income tax expense (benefit) were as follows:
| Year Ended December 31, | ||||||||
| 2021 |
| 2020 |
| 2019 | ||||
Current: |
|
|
|
|
| ||||
Federal | $ | | $ | | $ | | |||
Non-U.S. |
| |
| |
| | |||
State and local |
| |
| |
| | |||
| |
| |
| | ||||
Deferred: |
|
|
|
|
| ||||
Federal |
| ( |
| ( |
| | |||
Non-U.S. |
| ( |
| |
| | |||
State and local |
| ( |
| ( |
| | |||
| ( |
| |
| | ||||
Total | $ | | $ | | $ | | |||
The differences between total income tax expense and the amount computed by applying the statutory federal income tax rate to income before income taxes for the three years ended December 31, 2021 were as follows:
| Year Ended December 31, |
| ||||||||
| 2021 |
| 2020 |
| 2019 |
| ||||
Statutory rate applied to pre-tax income | $ | | $ | | $ | | ||||
State and local income taxes, net of federal tax benefit |
| |
| |
| | ||||
Excess tax benefits resulting from exercises of stock-based compensation |
| ( |
| ( |
| ( | ||||
Resolution and settlements to uncertain tax positions |
| |
| ( |
| ( | ||||
Foreign Derived Intangible Income Deduction |
| ( |
| ( |
| ( | ||||
Foreign rate variance |
| |
| |
| | ||||
Valuation allowances |
| ( |
| |
| | ||||
Research and development credit |
| ( |
| ( |
| ( | ||||
Pension plan termination adjustment | ( | | | |||||||
U.S. tax cost (benefit) of foreign source income | | | | |||||||
Other |
| |
| |
| ( | ||||
Total | $ | | $ | | $ | | ||||
Effective tax rate |
| | % |
| | % |
| | % | |
The 2021 effective tax rate was lower than 2020 primarily due to the impact of a plan termination and utilization of certain loss carryforwards previously subject to valuation allowances in the current year offset by the impact of lower income tax benefits for the settlement of tax items recorded in the prior year.
Total income tax payments, net of refunds, were $
F-32
Deferred Taxes
Significant components of deferred tax assets and liabilities at December 31, 2021 and 2020, were as follows:
| December 31, | |||||
| 2021 |
| 2020 | |||
Deferred tax assets: |
|
|
| |||
Tax loss and credit carry-forwards | $ | | $ | | ||
Inventory |
| |
| | ||
Other accruals |
| |
| | ||
Employee benefits |
| |
| | ||
Pension obligations |
| |
| | ||
Other |
| |
| | ||
Deferred tax assets, gross |
| |
| | ||
Valuation allowance |
| ( |
| ( | ||
Deferred tax assets, net |
| |
| | ||
Deferred tax liabilities: |
|
|
| |||
Property, plant and equipment |
| |
| | ||
Intangible assets |
| |
| | ||
Inventory |
| |
| | ||
Pension obligations |
| |
| | ||
Other |
| |
| | ||
Deferred tax liabilities |
| |
| | ||
Total deferred taxes | $ | ( | $ | ( | ||
At December 31, 2021, certain subsidiaries had net operating loss carry-forwards of approximately $
In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2021, a valuation allowance of $
The Company determined it will repatriate earnings for certain non-U.S. subsidiaries, which are subject to foreign withholding taxes. The Company has estimated the associated tax to be $
Unrecognized Tax Benefits
Liabilities for unrecognized tax benefits related to uncertain tax positions are classified as Other liabilities unless expected to be paid in one year. Additionally, to the extent a position would not result in a cash tax liability, those amounts are generally recorded to Deferred income taxes to offset tax attributes. The Company recognizes interest and penalties related to unrecognized tax benefits in Income taxes. Current income tax expense included benefits of $
F-33
The following table summarizes the activity related to unrecognized tax benefits:
| 2021 | 2020 | ||||
Balance at beginning of year |
| $ | |
| $ | |
Increase related to current year tax provisions |
| |
| | ||
Increase/(decrease) related to prior years' tax positions |
| ( |
| | ||
Decrease related to settlements with taxing authorities |
| |
| ( | ||
Resolution of and other decreases in prior years' tax liabilities |
| ( |
| ( | ||
Other |
| ( |
| | ||
Balance at end of year | $ | | $ | | ||
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $
The Company files income tax returns in the U.S. and various state, local and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2017. The Company is currently subject to various state audits and non-U.S. income tax audits. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until after the close of an audit. The Company evaluates its tax positions and establishes liabilities for unrecognized tax benefits related to uncertain tax positions that may be challenged by local authorities and may not be fully sustained.
Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including management’s judgment in the interpretation of applicable tax law, regulation or tax ruling, the progress of tax audits and closing of statutes of limitations. Based on information currently available, management believes that additional audit activity could be completed and/or statutes of limitations may close relating to existing unrecognized tax benefits. It is reasonably possible there could be a further reduction of $
NOTE 15 – DERIVATIVES
The Company uses derivative instruments to manage exposures to currency exchange rates, interest rates and commodity prices arising in the normal course of business. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. Hedge ineffectiveness was immaterial for each of the
The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with any individual counterparty was considered significant at December 31, 2021. The Company does not expect any counterparties to fail to meet their obligations.
Cash flow hedges
Certain foreign currency forward contracts are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of these short-term contracts was $
The Company has interest rate forward starting swap agreements that are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of the long-term contracts was $
The Company has commodity contracts with a notional amount of
F-34
Fair value hedges
Certain interest rate swap agreements are qualified and designated as fair value hedges. At December 31, 2021, the Company had no interest rate swap agreements outstanding. The Company terminated $
Net investment hedges
The Company has cross currency swaps that are qualified and designated as net investment hedges. The dollar equivalent gross notional amount of these contracts is $
The Company has foreign currency forward contracts that qualify and are designated as net investment hedges. The dollar equivalent gross notional amount of these short-term contracts was $
Derivatives not designated as hedging instruments
The Company has certain foreign exchange forward contracts which are not designated as hedges. These derivatives are held as hedges of certain balance sheet exposures. The dollar equivalent gross notional amount of these contracts was $
Fair values of derivative instruments in the Company’s Consolidated Balance Sheets follow:
December 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
Other | Other | Other | Other | ||||||||||||||||||||
Current | Current | Other | Other | Current | Current | Other | Other | ||||||||||||||||
Derivatives by hedge designation | Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities | ||||||||
Designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Foreign exchange contracts | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Forward starting swap agreements | | | | | | | | | |||||||||||||||
Net investment contracts | | | | | | | | | |||||||||||||||
Commodity contracts | | | | | | | | | |||||||||||||||
Not designated as hedging instruments: |
|
|
|
|
|
| |||||||||||||||||
Foreign exchange contracts |
| | | | |
| |
| |
| |
| | ||||||||||
Total derivatives | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
The effects of undesignated derivative instruments on the Company’s Consolidated Statements of Income consisted of the following:
|
| Year Ended December 31, | ||||||
Derivatives by hedge designation |
| Classification of gain (loss) |
| 2021 |
| 2020 | ||
Foreign exchange contracts | Selling, general | $ | | $ | | |||
F-35
The effects of designated cash flow hedges on AOCI and the Company’s Consolidated Statements of Income consisted of the following:
|
| ||||||
Total gain (loss) recognized in AOCI, net of tax |
| December 31, 2021 |
| December 31, 2020 |
| ||
Foreign exchange contracts | $ | | $ | | |||
Forward starting swap agreements | | | |||||
Net investment contracts | |
| ( | ||||
Commodity contracts |
| |
| | |||
The Company expects a loss of $
|
| Year Ended December 31, | ||||||
Gain (loss) recognized in the | ||||||||
Derivative type |
| Consolidated Statements of Income: |
| 2021 |
| 2020 | ||
Foreign exchange contracts |
| Sales | $ | | $ | ( | ||
| Cost of goods sold |
| |
| | |||
NOTE 16 – FAIR VALUE
The following table provides a summary of fair value assets and liabilities as of December 31, 2021 measured at fair value on a recurring basis:
|
| Quoted Prices in |
|
| ||||||||
Active Markets for | ||||||||||||
Identical Assets or | Significant Other | Significant | ||||||||||
Balance as of | Liabilities | Observable Inputs | Unobservable | |||||||||
Description |
| December 31, 2021 |
| (Level 1) |
| (Level 2) |
| Inputs (Level 3) | ||||
Assets: |
|
|
|
|
|
|
|
| ||||
Foreign exchange contracts | $ | | $ | | $ | | $ | | ||||
Net investment contracts | | | | | ||||||||
Commodity contracts | | | | | ||||||||
Forward starting swap agreements |
| |
| |
| |
| | ||||
Total assets | $ | | $ | | $ | | $ | | ||||
Liabilities: |
|
|
|
|
|
|
|
| ||||
Foreign exchange contracts | $ | | $ | | $ | | $ | | ||||
Net investment contracts | | | | | ||||||||
Deferred compensation |
| |
| |
| |
| | ||||
Total liabilities | $ | | $ | | $ | | $ | | ||||
F-36
The following table provides a summary of fair value assets and liabilities as of December 31, 2020 measured at fair value on a recurring basis:
|
| Quoted Prices in |
|
| ||||||||
Active Markets for | ||||||||||||
Identical Assets or | Significant Other | Significant | ||||||||||
Balance as of | Liabilities | Observable Inputs | Unobservable | |||||||||
Description |
| December 31, 2020 |
| (Level 1) |
| (Level 2) |
| Inputs (Level 3) | ||||
Assets: |
|
|
|
|
|
|
|
| ||||
Foreign exchange contracts | $ | | $ | | $ | | $ | | ||||
Forward starting swap agreements |
| |
| |
| |
| | ||||
Total assets | $ | | $ | | $ | | $ | | ||||
Liabilities: |
|
|
|
|
|
|
|
| ||||
Foreign exchange contracts | $ | | $ | | $ | | $ | | ||||
Net investment contracts |
| |
| |
| |
| | ||||
Deferred compensation |
| |
| |
| |
| | ||||
Total liabilities | $ | | $ | | $ | | $ | | ||||
The Company’s derivative contracts are valued at fair value using the market approach. The Company measures the fair value of foreign exchange contracts, interest rate swap agreements, forward starting swap agreements and cross currency swaps using Level 2 inputs based on observable spot and forward rates in active markets. During the year ended December 31, 2021, there were transfers between Levels 1, 2 or 3.
The deferred compensation liability is the Company’s obligation under its executive deferred compensation plan. The Company measures the fair value of the liability using the market values of the participants’ underlying investment fund elections.
The Company has various financial instruments, including cash and cash equivalents, short and long-term debt and forward contracts. While these financial instruments are subject to concentrations of credit risk, the Company has minimized this risk by entering into arrangements with a number of major banks and financial institutions and investing in several high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations. The fair value of Cash and cash equivalents, Accounts receivable, Amounts due banks and Trade accounts payable approximated book value due to the short-term nature of these instruments at both December 31, 2021 and December 31, 2020. Refer to Note 9 to the consolidated financial statements for the fair value estimate of debt.
NOTE 17 – INVENTORY
Inventories in the Consolidated Balance Sheet is comprised of the following components:
| ||||||
| December 31, 2021 |
| December 31, 2020 | |||
Raw materials | $ | | $ | | ||
Work-in-process |
| |
| | ||
Finished goods |
| |
| | ||
Total | $ | | $ | | ||
The valuation of LIFO inventories is made at the end of each year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Actual year-end inventory levels and costs may differ from interim LIFO inventory valuations. At December 31, 2021 and 2020, approximately
F-37
NOTE 18 – LEASES
The table below summarizes the right-of-use assets and lease liabilities in the Company’s Consolidated Balance sheets:
Operating Leases |
| Balance Sheet Classification |
| December 31, 2021 |
| December 31, 2020 | ||
Right-of-use assets |
| $ | $ | | ||||
Current liabilities |
| $ | $ | | ||||
Noncurrent liabilities |
|
|
| | ||||
Total lease liabilities |
|
| $ | | $ | | ||
Total lease expense, which is included in Cost of goods sold and Selling, general and administrative expenses in the Company’s Consolidated Statements of Income, was $
The total future minimum lease payments for noncancelable operating leases were as follows:
| December 31, 2021 | ||
2022 | $ | ||
2023 |
| ||
2024 |
| ||
2025 |
| ||
2026 |
| ||
After 2026 |
| ||
Total lease payments | $ | | |
Less: Imputed interest |
| ||
Operating lease liabilities | $ | | |
As of December 31, 2021 and 2020, the weighted average remaining lease term was
NOTE 19 – CONTINGENCIES
The Company, like other manufacturers, is subject from time to time to a variety of civil and administrative proceedings arising in the ordinary course of business. Such claims and litigation include, without limitation, product liability claims, regulatory claims, employment-related claims and health, safety and environmental claims, some of which relate to cases alleging asbestos induced illnesses. The claimants in the asbestos cases seek compensatory and punitive damages, in most cases for unspecified amounts. The Company believes it has meritorious defenses to these claims and intends to contest such suits vigorously.
The Company accrues its best estimate of the probable costs, after a review of the facts with management and counsel and taking into account past experience. For claims or litigation that are material, if an unfavorable outcome is determined to be reasonably possible and the amount of loss can be reasonably estimated, or if an unfavorable outcome is determined to be probable and the amount of loss cannot be reasonably estimated, disclosure would be provided. Many of the current cases are in differing procedural stages and information on the circumstances of each claimant, which forms the basis for judgments as to the validity or ultimate disposition of such actions, varies greatly. Therefore, in many situations a range of possible losses cannot be made. Reserves are adjusted as facts and circumstances change
F-38
and related management assessments of the underlying merits and the likelihood of outcomes change. Moreover, reserves only cover identified and/or asserted claims. Future claims could, therefore, give rise to increases to such reserves.
Based on the Company’s historical experience in litigating product liability claims, including a significant number of dismissals, summary judgments and defense verdicts in many cases and immaterial settlement amounts, as well as the Company’s current assessment of the underlying merits of the claims and applicable insurance, the Company believes resolution of these claims and proceedings, individually or in the aggregate, will not have a material effect on the Company’s consolidated financial statements.
NOTE 20 – PRODUCT WARRANTY COSTS
The changes in product warranty accruals were as follows:
December 31, | |||||||||
| 2021 |
| 2020 |
| 2019 | ||||
Balance at beginning of year | $ | | $ | | $ | | |||
Accruals for warranties |
| |
| |
| | |||
Settlements |
| ( |
| ( |
| ( | |||
Foreign currency translation and other adjustments |
| ( |
| |
| ( | |||
Balance at end of year | $ | | $ | | $ | | |||
F-39
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
LINCOLN ELECTRIC HOLDINGS, INC.
(In thousands)
Additions | |||||||||||||||
Balance at | Charged to | Charged | |||||||||||||
Beginning | Costs and | (Credited) to | Balance at End | ||||||||||||
Description |
| Of period |
| Expenses |
| Other Accounts (1) |
| Deductions (2) |
| of Period | |||||
Allowance for doubtful accounts: |
|
|
|
|
|
|
|
|
|
| |||||
Year Ended December 31, 2021 | $ | | $ | | $ | ( | $ | | $ | | |||||
Year Ended December 31, 2020 |
| | | ( | | | |||||||||
Year Ended December 31, 2019 |
| |
| |
| |
| |
| | |||||
Deferred tax asset valuation allowance: |
|
|
|
|
|
|
|
|
|
| |||||
Year Ended December 31, 2021 | $ | | $ | | $ | ( | $ | | $ | | |||||
Year Ended December 31, 2020 |
| | | ( | | | |||||||||
Year Ended December 31, 2019 |
| |
| |
| ( |
| |
| | |||||
| (1) |
| (2) |
F-40
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