Element Solutions Inc Announces 2022 Third Quarter Financial Results
Element Solutions Inc (NYSE:ESI) reported third quarter 2022 net sales of $619 million, flat year-over-year, but up 5% organically. The company achieved a GAAP diluted EPS of $0.22, compared to $0.15 in Q3 2021, and adjusted EPS of $0.36 versus $0.34. Net income rose to $53 million from $36 million. Adjusted EBITDA was $134 million, reflecting an 11% increase on a constant currency basis. Despite macro challenges, the company anticipates full-year adjusted EBITDA between $525 million and $530 million, with a lower Q4 outlook.
- GAAP diluted EPS increased to $0.22 from $0.15 YoY.
- Adjusted EPS rose to $0.36 from $0.34 YoY.
- Adjusted EBITDA increased to $134 million, up 11% on a constant currency basis.
- Free cash flow for Q3 reached $116 million, an increase of 42%.
- Repurchased 3 million shares during Q3 2022.
- Net sales on a reported basis were flat compared to the previous year.
- Electronics net sales decreased by 6%, indicating weakness in market demand.
- Expect significant sequential decline in Q4 due to macroeconomic challenges.
-
Net sales of
, approximately flat from the third quarter last year on a reported basis; an increase of$619 million 5% on an organic basis -
GAAP diluted EPS of
, compared to$0.22 in the same period last year; adjusted EPS of$0.15 as compared to$0.36 in the same period last year$0.34 -
Reported net income of
, as compared to$53 million in the same period last year$36 million -
Adjusted EBITDA of
, an increase of$134 million 11% from the third quarter last year on a constant currency basis -
Third quarter 2022 cash from operating activities of
and free cash flow of$127 million , an increase of$116 million 42% from the third quarter last year
Executive Commentary
President and Chief Executive Officer
Third Quarter 2022 Highlights (compared with third quarter 2021)
-
Net sales on a reported basis for the third quarter of 2022 were
, approximately flat over the third quarter of 2021. Organic net sales, which exclude the impact of currency changes, certain pass-through metal prices and acquisitions, increased$619 million 5% .-
Electronics: Net sales decreased
6% to . Organic net sales increased$388 million 5% . -
Industrial & Specialty: Net sales increased
13% to . Organic net sales increased$231 million 6% .
-
Electronics: Net sales decreased
-
Third quarter of 2022 earnings per share (EPS) performance:
-
GAAP diluted EPS was
for the third quarter of 2022 as compared to$0.22 for the third quarter of 2021.$0.15 -
Adjusted EPS was
, as compared to$0.36 per share in prior year.$0.34
-
GAAP diluted EPS was
-
Reported net income was
for the third quarter of 2022 as compared to$53 million for the third quarter of 2021.$36 million -
Adjusted EBITDA for the third quarter of 2022 was
, an increase of$134 million 2% . On a constant currency basis, adjusted EBITDA increased11% .-
Electronics: Adjusted EBITDA was
, a decrease of$91 million 5% . On a constant currency basis, adjusted EBITDA increased2% . -
Industrial & Specialty: Adjusted EBITDA was
, an increase of$42 million 22% . On a constant currency basis, adjusted EBITDA increased38% . -
Adjusted EBITDA margin increased 40 basis points to
21.6% on a reported basis. On a constant currency basis, adjusted EBITDA margin increased 40 basis points.
-
Electronics: Adjusted EBITDA was
- Net debt to adjusted EBITDA ratio of 3.1x on a trailing twelve month basis.
Updated 2022 Guidance
For the full-year 2022, the Company updated its financial guidance for adjusted EBITDA in a range of
Recent Developments
As part of its stock repurchase program, during the third quarter of 2022, the Company repurchased 3.0 million shares of its common stock. Through
Conference Call
To listen to the call by telephone, please dial 888-510-2346 (domestic) or 646-960-0111 (international) and enter the Conference ID: 3799230. The call will be simultaneously webcast at www.elementsolutionsinc.com. A replay of the call will be available after completion of the live call at www.elementsolutionsinc.com.
About
More information about the Company is available at www.elementsolutionsinc.com.
Forward-Looking Statements
This release is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 as it contains "forward-looking statements" within the meaning of the federal securities laws. These statements will often contain words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "assume," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "aim," "can have," "likely," "potential," "target," "hope," "goal," "priority," "guidance" or "confident" and variations of such words and similar expressions. Examples of forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding market and economic trends, including accelerating macro headwinds in many of the Company's end markets, weak electronic markets, economic stress in
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||
(dollars in millions, except per share amounts) |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net sales |
$ |
618.5 |
|
|
$ |
616.2 |
|
|
$ |
1,975.6 |
|
|
$ |
1,752.9 |
|
Cost of sales |
|
396.6 |
|
|
|
371.7 |
|
|
|
1,240.9 |
|
|
|
1,028.9 |
|
Gross profit |
|
221.9 |
|
|
|
244.5 |
|
|
|
734.7 |
|
|
|
724.0 |
|
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Selling, technical, general and administrative |
|
131.4 |
|
|
|
163.5 |
|
|
|
431.3 |
|
|
|
447.8 |
|
Research and development |
|
11.3 |
|
|
|
12.5 |
|
|
|
38.2 |
|
|
|
36.8 |
|
Total operating expenses |
|
142.7 |
|
|
|
176.0 |
|
|
|
469.5 |
|
|
|
484.6 |
|
Operating profit |
|
79.2 |
|
|
|
68.5 |
|
|
|
265.2 |
|
|
|
239.4 |
|
Other (expense) income: |
|
|
|
|
|
|
|
||||||||
Interest expense, net |
|
(12.3 |
) |
|
|
(13.8 |
) |
|
|
(39.6 |
) |
|
|
(39.6 |
) |
Foreign exchange gain (loss) |
|
0.9 |
|
|
|
(0.6 |
) |
|
|
2.9 |
|
|
|
22.2 |
|
Other income (expense), net |
|
2.0 |
|
|
|
(0.9 |
) |
|
|
5.2 |
|
|
|
(8.2 |
) |
Total other expense |
|
(9.4 |
) |
|
|
(15.3 |
) |
|
|
(31.5 |
) |
|
|
(25.6 |
) |
Income before income taxes and non-controlling interests |
|
69.8 |
|
|
|
53.2 |
|
|
|
233.7 |
|
|
|
213.8 |
|
Income tax expense |
|
(16.5 |
) |
|
|
(17.3 |
) |
|
|
(60.4 |
) |
|
|
(16.5 |
) |
Net income from continuing operations |
|
53.3 |
|
|
|
35.9 |
|
|
|
173.3 |
|
|
|
197.3 |
|
Income from discontinued operations, net of tax |
|
— |
|
|
|
— |
|
|
|
1.8 |
|
|
|
2.0 |
|
Net income |
|
53.3 |
|
|
|
35.9 |
|
|
|
175.1 |
|
|
|
199.3 |
|
Net (income) loss attributable to non-controlling interests |
|
(0.1 |
) |
|
|
0.1 |
|
|
|
(0.6 |
) |
|
|
0.1 |
|
Net income attributable to common stockholders |
$ |
53.2 |
|
|
$ |
36.0 |
|
|
$ |
174.5 |
|
|
$ |
199.4 |
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share |
|
|
|
|
|
|
|
||||||||
Basic from continuing operations |
$ |
0.22 |
|
|
$ |
0.15 |
|
|
$ |
0.70 |
|
|
$ |
0.80 |
|
Basic from discontinued operations |
|
— |
|
|
|
— |
|
|
|
0.01 |
|
|
|
0.01 |
|
Basic attributable to common stockholders |
$ |
0.22 |
|
|
$ |
0.15 |
|
|
$ |
0.71 |
|
|
$ |
0.81 |
|
|
|
|
|
|
|
|
|
||||||||
Diluted from continuing operations |
$ |
0.22 |
|
|
$ |
0.15 |
|
|
$ |
0.70 |
|
|
$ |
0.79 |
|
Diluted from discontinued operations |
|
— |
|
|
|
— |
|
|
|
0.01 |
|
|
|
0.01 |
|
Diluted attributable to common stockholders |
$ |
0.22 |
|
|
$ |
0.15 |
|
|
$ |
0.71 |
|
|
$ |
0.80 |
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding |
|
|
|
|
|
|
|
||||||||
Basic |
|
244.7 |
|
|
|
247.6 |
|
|
|
246.4 |
|
|
|
247.5 |
|
Diluted |
|
245.0 |
|
|
|
248.0 |
|
|
|
247.2 |
|
|
|
248.0 |
|
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
|
|
||||
(dollars in millions) |
|
2022 |
|
|
|
2021 |
|
Assets |
|
|
|
||||
Cash & cash equivalents |
$ |
234.0 |
|
|
$ |
330.1 |
|
Accounts receivable, net of allowance for doubtful accounts of |
|
467.6 |
|
|
|
492.2 |
|
Inventories |
|
309.9 |
|
|
|
274.4 |
|
Prepaid expenses |
|
35.2 |
|
|
|
29.4 |
|
Other current assets |
|
131.9 |
|
|
|
88.4 |
|
Total current assets |
|
1,178.6 |
|
|
|
1,214.5 |
|
Property, plant and equipment, net |
|
263.4 |
|
|
|
278.1 |
|
|
|
2,326.2 |
|
|
|
2,526.3 |
|
Intangible assets, net |
|
804.1 |
|
|
|
956.7 |
|
Deferred income tax assets |
|
50.1 |
|
|
|
81.5 |
|
Other assets |
|
247.3 |
|
|
|
81.3 |
|
Total assets |
$ |
4,869.7 |
|
|
$ |
5,138.4 |
|
Liabilities and stockholders' equity |
|
|
|
||||
Accounts payable |
$ |
158.4 |
|
|
$ |
138.4 |
|
Current installments of long-term debt |
|
11.9 |
|
|
|
12.7 |
|
Accrued expenses and other current liabilities |
|
183.7 |
|
|
|
264.1 |
|
Total current liabilities |
|
354.0 |
|
|
|
415.2 |
|
Debt |
|
1,886.8 |
|
|
|
1,894.2 |
|
Pension and post-retirement benefits |
|
29.7 |
|
|
|
36.1 |
|
Deferred income tax liabilities |
|
122.9 |
|
|
|
140.0 |
|
Other liabilities |
|
171.6 |
|
|
|
152.1 |
|
Total liabilities |
|
2,565.0 |
|
|
|
2,637.6 |
|
Stockholders' equity |
|
|
|
||||
Common stock: 400.0 shares authorized (2022: 265.0 shares issued; 2021: 261.9 shares issued) |
|
2.7 |
|
|
|
2.6 |
|
Additional paid-in capital |
|
4,180.6 |
|
|
|
4,166.6 |
|
|
|
(299.7 |
) |
|
|
(159.2 |
) |
Accumulated deficit |
|
(1,217.1 |
) |
|
|
(1,331.9 |
) |
Accumulated other comprehensive loss |
|
(378.4 |
) |
|
|
(197.4 |
) |
Total stockholders' equity |
|
2,288.1 |
|
|
|
2,480.7 |
|
Non-controlling interests |
|
16.6 |
|
|
|
20.1 |
|
Total equity |
|
2,304.7 |
|
|
|
2,500.8 |
|
Total liabilities and stockholders' equity |
$ |
4,869.7 |
|
|
$ |
5,138.4 |
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
Three Months Ended |
|
|
Nine Months Ended |
||||||||||||||||
(dollars in millions) |
2022 |
|
2022 |
|
2022 |
|
|
|
2022 |
|
|
|
2021 |
|
||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income |
$ |
53.3 |
|
|
$ |
65.4 |
|
|
$ |
56.4 |
|
|
|
$ |
175.1 |
|
|
$ |
199.3 |
|
Net income from discontinued operations, net of tax |
|
— |
|
|
|
1.8 |
|
|
|
— |
|
|
|
|
1.8 |
|
|
|
2.0 |
|
Net income from continuing operations |
|
53.3 |
|
|
|
63.6 |
|
|
|
56.4 |
|
|
|
|
173.3 |
|
|
|
197.3 |
|
Reconciliation of net income from continuing operations to net cash flows provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization |
|
39.8 |
|
|
|
40.6 |
|
|
|
41.6 |
|
|
|
|
122.0 |
|
|
|
120.7 |
|
Deferred income taxes |
|
(4.0 |
) |
|
|
5.4 |
|
|
|
2.5 |
|
|
|
|
3.9 |
|
|
|
(37.4 |
) |
Foreign exchange (gain) loss |
|
(1.1 |
) |
|
|
0.2 |
|
|
|
(0.1 |
) |
|
|
|
(1.0 |
) |
|
|
(13.1 |
) |
Incentive stock compensation |
|
4.0 |
|
|
|
3.6 |
|
|
|
5.2 |
|
|
|
|
12.8 |
|
|
|
33.8 |
|
Other, net |
|
3.0 |
|
|
|
3.4 |
|
|
|
4.3 |
|
|
|
|
10.7 |
|
|
|
11.1 |
|
Changes in assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable |
|
36.5 |
|
|
|
(10.2 |
) |
|
|
(49.6 |
) |
|
|
|
(23.3 |
) |
|
|
(59.0 |
) |
Inventories |
|
12.8 |
|
|
|
(28.4 |
) |
|
|
(47.5 |
) |
|
|
|
(63.1 |
) |
|
|
(78.5 |
) |
Accounts payable |
|
(11.1 |
) |
|
|
2.0 |
|
|
|
41.2 |
|
|
|
|
32.1 |
|
|
|
41.6 |
|
Accrued expenses |
|
(4.7 |
) |
|
|
6.4 |
|
|
|
(49.6 |
) |
|
|
|
(47.9 |
) |
|
|
13.2 |
|
Prepaid expenses and other current assets |
|
(6.7 |
) |
|
|
(4.8 |
) |
|
|
(10.5 |
) |
|
|
|
(22.0 |
) |
|
|
(15.8 |
) |
Other assets and liabilities |
|
4.9 |
|
|
|
(7.5 |
) |
|
|
0.5 |
|
|
|
|
(2.1 |
) |
|
|
(9.2 |
) |
Net cash flows provided by (used in) operating activities |
|
126.7 |
|
|
|
74.3 |
|
|
|
(5.6 |
) |
|
|
|
195.4 |
|
|
|
204.7 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures |
|
(11.1 |
) |
|
|
(12.2 |
) |
|
|
(9.5 |
) |
|
|
|
(32.8 |
) |
|
|
(27.7 |
) |
Proceeds from disposal of property, plant and equipment |
|
— |
|
|
|
3.4 |
|
|
|
— |
|
|
|
|
3.4 |
|
|
|
— |
|
Acquisition of business, net of cash acquired |
|
— |
|
|
|
— |
|
|
|
(22.6 |
) |
|
|
|
(22.6 |
) |
|
|
(536.5 |
) |
Other, net |
|
(4.8 |
) |
|
|
(0.1 |
) |
|
|
(5.0 |
) |
|
|
|
(9.9 |
) |
|
|
14.0 |
|
Net cash flows used in investing activities |
|
(15.9 |
) |
|
|
(8.9 |
) |
|
|
(37.1 |
) |
|
|
|
(61.9 |
) |
|
|
(550.2 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt proceeds, net of discount |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
398.0 |
|
Repayments of borrowings |
|
(5.6 |
) |
|
|
(3.2 |
) |
|
|
(3.1 |
) |
|
|
|
(11.9 |
) |
|
|
(6.7 |
) |
Repurchases of common stock |
|
(53.8 |
) |
|
|
(41.4 |
) |
|
|
(18.3 |
) |
|
|
|
(113.5 |
) |
|
|
(1.7 |
) |
Dividends |
|
(19.6 |
) |
|
|
(19.7 |
) |
|
|
(19.9 |
) |
|
|
|
(59.2 |
) |
|
|
(42.1 |
) |
Payment of financing fees |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
(5.1 |
) |
Other, net |
|
(3.2 |
) |
|
|
2.0 |
|
|
|
(25.8 |
) |
|
|
|
(27.0 |
) |
|
|
(6.2 |
) |
Net cash flows (used in) provided by financing activities |
|
(82.2 |
) |
|
|
(62.3 |
) |
|
|
(67.1 |
) |
|
|
|
(211.6 |
) |
|
|
336.2 |
|
Net cash flows provided by (used in) operating activities of discontinued operations |
|
— |
|
|
|
1.8 |
|
|
|
— |
|
|
|
|
1.8 |
|
|
|
(0.4 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
(10.2 |
) |
|
|
(8.1 |
) |
|
|
(1.5 |
) |
|
|
|
(19.8 |
) |
|
|
(2.9 |
) |
Net increase (decrease) in cash and cash equivalents |
|
18.4 |
|
|
|
(3.2 |
) |
|
|
(111.3 |
) |
|
|
|
(96.1 |
) |
|
|
(12.6 |
) |
Cash and cash equivalents at beginning of period |
|
215.6 |
|
|
|
218.8 |
|
|
|
330.1 |
|
|
|
|
330.1 |
|
|
|
291.9 |
|
Cash and cash equivalents at end of period |
$ |
234.0 |
|
|
$ |
215.6 |
|
|
$ |
218.8 |
|
|
|
$ |
234.0 |
|
|
$ |
279.3 |
|
ADDITIONAL FINANCIAL INFORMATION
(Unaudited)
I. SEGMENT RESULTS (1) |
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||||||||||||||||
(dollars in millions) |
|
2022 |
|
|
2021 |
|
Reported |
|
Constant Currency |
|
Organic |
|
|
2022 |
|
|
2021 |
|
Reported |
|
Constant Currency |
|
Organic |
||||||
Net sales |
|||||||||||||||||||||||||||||
Electronics |
$ |
387.7 |
|
$ |
411.6 |
|
(6 |
)% |
|
1 |
% |
|
5 |
% |
|
$ |
1,266.5 |
|
$ |
1,172.9 |
|
8 |
% |
|
13 |
% |
|
7 |
% |
Industrial & Specialty |
|
230.8 |
|
|
204.6 |
|
13 |
% |
|
26 |
% |
|
6 |
% |
|
|
709.1 |
|
|
580.0 |
|
22 |
% |
|
33 |
% |
|
4 |
% |
Total |
$ |
618.5 |
|
$ |
616.2 |
|
0 |
% |
|
9 |
% |
|
5 |
% |
|
$ |
1,975.6 |
|
$ |
1,752.9 |
|
13 |
% |
|
20 |
% |
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA |
|||||||||||||||||||||||||||||
Electronics |
$ |
91.2 |
|
$ |
95.9 |
|
(5 |
)% |
|
2 |
% |
|
|
|
$ |
293.8 |
|
$ |
287.1 |
|
2 |
% |
|
7 |
% |
|
|
||
Industrial & Specialty |
|
42.3 |
|
|
34.7 |
|
22 |
% |
|
38 |
% |
|
|
|
|
124.9 |
|
|
113.1 |
|
10 |
% |
|
22 |
% |
|
|
||
Total |
$ |
133.5 |
|
$ |
130.6 |
|
2 |
% |
|
11 |
% |
|
|
|
$ |
418.7 |
|
$ |
400.2 |
|
5 |
% |
|
11 |
% |
|
|
|
Three Months Ended |
|
Constant Currency |
|
Nine Months Ended |
|
Constant Currency |
||||||||||||||||||
|
2022 |
|
|
2021 |
|
|
Change |
|
2022 |
|
|
Change |
|
2022 |
|
|
2021 |
|
|
Change |
|
2022 |
|
|
Change |
Adjusted EBITDA Margin |
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Electronics |
23.5 |
% |
|
23.3 |
% |
|
20bps |
|
23.5 |
% |
|
20bps |
|
23.2 |
% |
|
24.5 |
% |
|
(130)bps |
|
23.2 |
% |
|
(130)bps |
Industrial & Specialty |
18.4 |
% |
|
16.9 |
% |
|
150bps |
|
18.5 |
% |
|
160bps |
|
17.6 |
% |
|
19.5 |
% |
|
(190)bps |
|
17.8 |
% |
|
(170)bps |
Total |
21.6 |
% |
|
21.2 |
% |
|
40bps |
|
21.6 |
% |
|
40bps |
|
21.2 |
% |
|
22.8 |
% |
|
(160)bps |
|
21.2 |
% |
|
(160)bps |
(1) In the second quarter of 2022, the Company transferred its Films business from its Industrial business in the Industrial & Specialty segment to its Circuitry business in the Electronics segment. Historical information has been reclassified to include the Films business in the Electronics segment for all periods presented.
II. CAPITAL STRUCTURE |
||||||||||
(dollars in millions) |
|
|
Maturity |
|
Interest Rate |
|
|
|||
Instrument |
|
|
|
|
|
|
|
|||
Corporate Revolver |
|
|
|
|
LIBOR plus |
|
$ |
— |
||
Term Loans |
(1 |
) |
|
|
|
LIBOR plus |
|
|
1,116.9 |
|
Total First Lien Debt |
|
|
|
|
|
|
|
1,116.9 |
||
Senior Notes due 2028 |
|
|
|
|
3.875 |
% |
|
|
800.0 |
|
Other Debt |
|
|
|
|
|
|
|
1.6 |
||
Total Debt |
|
|
|
|
|
|
|
1,918.5 |
||
Cash Balance |
|
|
|
|
|
|
|
234.0 |
||
Net Debt |
|
|
|
|
|
|
$ |
1,684.5 |
||
Adjusted Shares Outstanding |
(2 |
) |
|
|
|
|
|
|
245.2 |
|
Market Capitalization |
(3 |
) |
|
|
|
|
|
$ |
3,989.4 |
|
Total Capitalization |
|
|
|
|
|
|
$ |
5,673.9 |
(1)
(2) See "Non-GAAP Adjusted Common Shares Outstanding at
(3) Based on the closing price of the shares of
III. SELECTED FINANCIAL DATA |
|
|
|
|
|||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
(dollars in millions) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
Interest expense |
$ |
13.1 |
|
$ |
14.0 |
|
$ |
41.1 |
|
$ |
40.4 |
Interest paid |
$ |
19.2 |
|
$ |
20.2 |
|
$ |
43.7 |
|
$ |
45.2 |
Income tax expense |
$ |
16.5 |
|
$ |
17.3 |
|
$ |
60.4 |
|
$ |
16.5 |
Income taxes paid |
$ |
14.0 |
|
$ |
16.1 |
|
$ |
45.6 |
|
$ |
51.1 |
Capital expenditures |
$ |
11.1 |
|
$ |
10.4 |
|
$ |
32.8 |
|
$ |
27.7 |
Proceeds from disposal of property, plant and equipment |
$ |
— |
|
$ |
— |
|
$ |
3.4 |
|
$ |
— |
Non-GAAP Measures
To supplement its financial measures prepared in accordance with GAAP,
Management internally reviews these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to the Company’s business and believes that these non-GAAP measures provide investors with an additional perspective on trends and underlying operating results on a period-to-period comparable basis. The Company also believes that investors find this information helpful in understanding the ongoing performance of its operations separate from items that may have a disproportionate positive or negative impact on its financial results in any particular period or are considered to be associated with its capital structure. These non-GAAP financial measures, however, have limitations as analytical tools, and should not be considered in isolation from, a substitute for, or superior to, the related financial information that
The Company only provides full year 2022 guidance for adjusted EBITDA, constant currency adjusted EBITDA growth, adjusted EPS and free cash flow, and fourth quarter 2022 guidance for constant currency adjusted EBITDA on a non-GAAP basis and does not provide reconciliations of such forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying, without unreasonable efforts, certain amounts that are necessary for such reconciliations, including adjustments that could be made for restructurings, refinancings, impairments, divestitures, integration and acquisition-related expenses, share-based compensation amounts, non-recurring, unusual or unanticipated charges, expenses or gains, adjustments to inventory and other charges reflected in its reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.
Constant Currency:
The Company discloses net sales and adjusted EBITDA on a constant currency basis by adjusting results to exclude the impact of changes due to the translation of foreign currencies of its international locations into
The impact of foreign currency translation is calculated by converting the Company's current-period local currency financial results into
Organic Net Sales Growth:
Organic net sales growth is defined as net sales excluding the impact of foreign currency translation, changes due to the pass-through pricing of certain metals and acquisitions and/or divestitures, as applicable. Management believes this non-GAAP financial measure provides investors with a more complete understanding of the underlying net sales trends by providing comparable net sales over differing periods on a consistent basis.
The following table reconciles GAAP net sales growth to organic net sales growth for the three and nine months ended
|
|
Three Months Ended |
||||||||||
|
|
Reported Net Sales Growth |
|
Impact of Currency |
|
Constant Currency |
|
Change in Pass-Through Metals Pricing |
|
Acquisitions |
|
Organic Net Sales Growth |
Electronics |
|
(6)% |
|
|
|
|
|
|
|
—% |
|
|
Industrial & Specialty |
|
|
|
|
|
|
|
—% |
|
(21)% |
|
|
Total |
|
|
|
|
|
|
|
|
|
(7)% |
|
|
|
|
Nine Months Ended |
||||||||||
|
|
Reported Net Sales Growth |
|
Impact of Currency |
|
Constant Currency |
|
Change in Pass-Through Metals Pricing |
|
Acquisitions |
|
Organic Net Sales Growth |
Electronics |
|
|
|
|
|
|
|
(5)% |
|
(1)% |
|
|
Industrial & Specialty |
|
|
|
|
|
|
|
—% |
|
(29)% |
|
|
Total |
|
|
|
|
|
|
|
(3)% |
|
(10)% |
|
|
NOTE: Totals may not sum due to rounding.
For the three months ended
Adjusted Earnings Per Share (EPS):
Adjusted EPS is a key metric used by management to measure operating performance and trends as management believes the exclusion of certain expenses in calculating adjusted EPS facilitates operating performance comparisons on a period-to-period basis. Adjusted EPS is defined as net income attributable to common stockholders adjusted to reflect adjustments consistent with the Company's definition of adjusted EBITDA. Additionally, the Company eliminates amortization expense associated with intangible assets, incremental depreciation associated with the step-up of fixed assets and incremental cost of sales associated with the step-up of inventories recognized in purchase accounting for acquisitions. Further, the Company adjusts its effective tax rate to
The resulting adjusted net income is then divided by the Company's adjusted common shares outstanding. Adjusted common shares outstanding represent the shares outstanding as of the balance sheet date for the quarter-to-date period and an average of each quarter for the year-to-date period plus shares issuable upon exercise or vesting of all outstanding equity awards (assuming a performance achievement target level for equity awards with targets considered probable).
The following table reconciles GAAP "Net income attributable to common stockholders" to "Adjusted net income attributable to common stockholders" and presents the number of adjusted common shares outstanding used in calculating adjusted EPS for each period presented below:
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||
(dollars in millions, except per share amounts) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
Net income attributable to common stockholders |
|
$ |
53.2 |
|
|
$ |
36.0 |
|
|
$ |
174.5 |
|
|
$ |
199.4 |
|
|
Net income from discontinued operations attributable to common stockholders |
|
|
— |
|
|
|
— |
|
|
|
1.8 |
|
|
|
2.0 |
|
|
Net income from continuing operations attributable to common stockholders |
|
|
53.2 |
|
|
|
36.0 |
|
|
|
172.7 |
|
|
|
197.4 |
|
|
Reversal of amortization expense |
(1 |
) |
|
29.2 |
|
|
|
31.9 |
|
|
|
90.5 |
|
|
|
92.0 |
|
Adjustment to reverse incremental depreciation expense from acquisitions |
(1 |
) |
|
0.5 |
|
|
|
0.7 |
|
|
|
1.7 |
|
|
|
2.4 |
|
Inventory step-up |
(1 |
) |
|
— |
|
|
|
4.3 |
|
|
|
0.5 |
|
|
|
6.5 |
|
Restructuring expense |
(2 |
) |
|
2.9 |
|
|
|
1.3 |
|
|
|
6.1 |
|
|
|
5.2 |
|
Acquisition and integration expense |
(3 |
) |
|
2.2 |
|
|
|
7.1 |
|
|
|
6.2 |
|
|
|
10.3 |
|
Foreign exchange loss (gain) on internal debt |
(4 |
) |
|
2.5 |
|
|
|
0.6 |
|
|
|
3.2 |
|
|
|
(22.8 |
) |
Adjustment of stock compensation previously not probable |
(5 |
) |
|
— |
|
|
|
7.6 |
|
|
|
1.3 |
|
|
|
21.2 |
|
Unrealized loss (gain) on metals derivative contracts |
(6 |
) |
|
2.3 |
|
|
|
(0.9 |
) |
|
|
(2.0 |
) |
|
|
(2.3 |
) |
Other, net |
(7 |
) |
|
1.7 |
|
|
|
2.1 |
|
|
|
8.1 |
|
|
|
8.0 |
|
Tax effect of pre-tax non-GAAP adjustments |
(8 |
) |
|
(8.3 |
) |
|
|
(10.9 |
) |
|
|
(23.1 |
) |
|
|
(24.1 |
) |
Adjustment to estimated effective tax rate |
(8 |
) |
|
2.6 |
|
|
|
6.6 |
|
|
|
13.6 |
|
|
|
(26.3 |
) |
Adjusted net income attributable to common stockholders |
|
$ |
88.8 |
|
|
$ |
86.4 |
|
|
$ |
278.8 |
|
|
$ |
267.5 |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted earnings per share |
(9 |
) |
$ |
0.36 |
|
|
$ |
0.34 |
|
|
$ |
1.12 |
|
|
$ |
1.06 |
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted common shares outstanding |
(9 |
) |
|
245.2 |
|
|
|
252.1 |
|
|
|
247.9 |
|
|
|
251.4 |
|
(1) The Company eliminates the amortization expense associated with intangible assets, incremental depreciation associated with the step-up of fixed assets and incremental cost of sales associated with the step-up of inventories recognized in purchase accounting for acquisitions. The Company believes these adjustments provide insight with respect to the cash flows necessary to maintain and enhance its product portfolio.
(2) The Company adjusts for costs of restructuring its operations, including those related to its acquired businesses. The Company adjusts these costs because it believes they are not reflective of ongoing operations.
(3) The Company adjusts for costs associated with acquisition and integration activity, including costs of obtaining related financing, legal and accounting fees and transfer taxes. The 2022 adjustments primarily relate to costs associated with the integration of our recent acquisitions. The 2021 adjustments primarily relate to costs associated with the acquisitions of Coventya Holding SAS,
(4) The Company adjusts for foreign exchange gains and losses on intercompany debt because it expects the period-to-period movement of the applicable currencies to offset on a long-term basis and because these gains and losses are not fully realized due to their long-term nature. The Company does not exclude foreign exchange gains and losses on short-term intercompany and third-party payables and receivables.
(5) The Company adjusts for costs relating to certain stretch target performance-based RSUs granted to certain key executives in 2019 as the achievement of the performance target for these awards was not deemed probable prior to the second quarter of 2021 and, therefore, compensation expense for these awards did not begin to be recognized until the second quarter of 2021 when achievement of the performance target became probable. The Company adjusts these costs to provide a meaningful comparison of its performance between periods.
(6) The Company adjusts for unrealized gains/losses on metals derivative contracts to provide a meaningful comparison of its performance between periods.
(7) The Company's adjustments are primarily comprised of certain professional consulting fees. The Company adjusts these costs because it believes they are not reflective of ongoing operations.
(8) The Company adjusts its effective tax rate to
(9) The Company defines "Adjusted common shares outstanding" as the number of shares of its common stock outstanding as of the balance sheet date for the quarter-to-date period and an average of each quarter for the year-to-date period, plus the shares issuable upon exercise or vesting of all outstanding equity awards (assuming a performance achievement target level for equity awards with targets considered probable). The Company adjusts the number of its outstanding common shares for this calculation to provide an understanding of the Company’s results of operations on a per share basis. See table below for further information:
Adjusted Common Shares Outstanding at
The following table shows the Company's adjusted common shares outstanding at each period presented:
|
|
|
Year-to-Date Average |
||||
(amounts in millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
Basic common shares outstanding |
242.8 |
|
247.5 |
|
245.5 |
|
247.5 |
Number of shares issuable upon vesting of granted Equity Awards |
2.4 |
|
4.6 |
|
2.4 |
|
3.9 |
Adjusted common shares outstanding |
245.2 |
|
252.1 |
|
247.9 |
|
251.4 |
EBITDA and Adjusted EBITDA:
EBITDA represents earnings before interest, provision for income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA, excluding the impact of additional items included in GAAP earnings which the Company believes are not representative or indicative of its ongoing business, including unrealized gains/losses on metals derivative contracts, or are considered to be associated with its capital structure, as described in the footnotes located under the "Adjusted Earnings Per Share (EPS)" reconciliation table above. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees. Management believes adjusted EBITDA and adjusted EBITDA margin provide investors with a more complete understanding of the long-term profitability trends of
The following table reconciles GAAP "Net income attributable to common stockholders" to "Adjusted EBITDA" for each of the periods presented:
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(dollars in millions) |
|
|
2022 |
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
Net income attributable to common stockholders |
|
$ |
53.2 |
|
$ |
36.0 |
|
|
$ |
174.5 |
|
|
$ |
199.4 |
|
|
Add (subtract): |
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to non-controlling interests |
|
|
0.1 |
|
|
(0.1 |
) |
|
|
0.6 |
|
|
|
(0.1 |
) |
|
Income from discontinued operations, net of tax |
|
|
— |
|
|
— |
|
|
|
(1.8 |
) |
|
|
(2.0 |
) |
|
Income tax expense |
|
|
16.5 |
|
|
17.3 |
|
|
|
60.4 |
|
|
|
16.5 |
|
|
Interest expense, net |
|
|
12.3 |
|
|
13.8 |
|
|
|
39.6 |
|
|
|
39.6 |
|
|
Depreciation expense |
|
|
10.6 |
|
|
9.6 |
|
|
|
31.5 |
|
|
|
28.7 |
|
|
Amortization expense |
|
|
29.2 |
|
|
31.9 |
|
|
|
90.5 |
|
|
|
92.0 |
|
|
EBITDA |
|
|
121.9 |
|
|
108.5 |
|
|
|
395.3 |
|
|
|
374.1 |
|
|
Adjustments to reconcile to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
||||||||
Inventory step-up |
(1 |
) |
|
— |
|
|
4.3 |
|
|
|
0.5 |
|
|
|
6.5 |
|
Restructuring expense |
(2 |
) |
|
2.9 |
|
|
1.3 |
|
|
|
6.1 |
|
|
|
5.2 |
|
Acquisition and integration expense |
(3 |
) |
|
2.2 |
|
|
7.1 |
|
|
|
6.2 |
|
|
|
10.3 |
|
Foreign exchange loss (gain) on internal debt |
(4 |
) |
|
2.5 |
|
|
0.6 |
|
|
|
3.2 |
|
|
|
(22.8 |
) |
Adjustment of stock compensation previously not probable |
(5 |
) |
|
— |
|
|
7.6 |
|
|
|
1.3 |
|
|
|
21.2 |
|
Unrealized loss (gain) on metals derivative contracts |
(6 |
) |
|
2.3 |
|
|
(0.9 |
) |
|
|
(2.0 |
) |
|
|
(2.3 |
) |
Other, net |
(7 |
) |
|
1.7 |
|
|
2.1 |
|
|
|
8.1 |
|
|
|
8.0 |
|
Adjusted EBITDA |
|
$ |
133.5 |
|
$ |
130.6 |
|
|
$ |
418.7 |
|
|
$ |
400.2 |
|
NOTE: For the footnote descriptions, please refer to the footnotes located under the "Net income attributable to common stockholders" reconciliation table above.
Net Debt to Adjusted EBITDA Ratio:
Net debt to adjusted EBITDA ratio is defined as total debt (current installments of long-term debt, revolving credit facilities and long-term debt), excluding unamortized discounts and debt issuance costs, which totaled
The following table presents the Company's net debt to adjusted EBITDA ratio of 3.1x on a trailing twelve month basis:
|
|
2022 |
|
|
|
2021 |
|
Trailing Twelve Months |
||
(dollars in millions) |
YTD |
|
Q4 |
|
||||||
Net income attributable to common stockholders |
$ |
174.5 |
|
|
$ |
3.9 |
|
$ |
178.4 |
|
Add (subtract): |
|
|
|
|
|
|||||
Net income attributable to non-controlling interests |
|
0.6 |
|
|
|
0.5 |
|
|
1.1 |
|
(Income) loss from discontinued operations, net of tax |
|
(1.8 |
) |
|
|
1.7 |
|
|
(0.1 |
) |
Income tax expense |
|
60.4 |
|
|
|
31.8 |
|
|
92.2 |
|
Interest expense, net |
|
39.6 |
|
|
|
14.6 |
|
|
54.2 |
|
Depreciation expense |
|
31.5 |
|
|
|
11.0 |
|
|
42.5 |
|
Amortization expense |
|
90.5 |
|
|
|
32.2 |
|
|
122.7 |
|
EBITDA |
|
395.3 |
|
|
|
95.7 |
|
|
491.0 |
|
Adjustments to reconcile to Adjusted EBITDA: |
|
|
|
|
|
|||||
Inventory step-up |
|
0.5 |
|
|
|
6.4 |
|
|
6.9 |
|
Restructuring expense |
|
6.1 |
|
|
|
6.5 |
|
|
12.6 |
|
Acquisition and integration expense |
|
6.2 |
|
|
|
3.9 |
|
|
10.1 |
|
Foreign exchange loss on internal debt |
|
3.2 |
|
|
|
6.2 |
|
|
9.4 |
|
Adjustment of stock compensation previously not probable |
|
1.3 |
|
|
|
2.7 |
|
|
4.0 |
|
Unrealized (gain) loss on metals derivative contracts |
|
(2.0 |
) |
|
|
2.2 |
|
|
0.2 |
|
Other, net |
|
8.1 |
|
|
|
1.0 |
|
|
9.1 |
|
Adjusted EBITDA |
$ |
418.7 |
|
|
$ |
124.6 |
|
$ |
543.3 |
|
|
|
|
|
|
|
|||||
Net debt |
|
|
|
|
$ |
1,684.5 |
|
|||
|
|
|
|
|
|
|||||
Net debt to adjusted EBITDA ratio |
|
|
|
|
3.1x |
Free Cash Flow:
Free cash flow is defined as net cash flows from operating activities less net capital expenditures. Net capital expenditures include capital expenditures less proceeds from the disposal of property, plant and equipment. Management believes that free cash flow, which measures the Company’s ability to generate cash from its business operations, is an important financial measure for evaluating the Company's financial performance. However, free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities as a measure of the Company’s liquidity.
The following table reconciles "Cash flows from operating activities" to "Free cash flows:"
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(dollars in millions) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Cash flows from operating activities |
|
$ |
126.7 |
|
|
$ |
91.7 |
|
|
$ |
195.4 |
|
|
$ |
204.7 |
|
Capital expenditures |
|
|
(11.1 |
) |
|
|
(10.4 |
) |
|
|
(32.8 |
) |
|
|
(27.7 |
) |
Proceeds from disposal of property, plant and equipment |
|
|
— |
|
|
|
— |
|
|
|
3.4 |
|
|
|
— |
|
Free cash flows |
|
$ |
115.6 |
|
|
$ |
81.3 |
|
|
$ |
166.0 |
|
|
$ |
177.0 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20221025006134/en/
Investor Relations:
Senior Director, Strategy and Finance
1-561-406-8465
Media:
Managing Director
Kekst CNC
1-212-521-4845
Source:
FAQ
What are the Q3 2022 earnings for Element Solutions Inc (ESI)?
What is the adjusted EBITDA for Element Solutions in Q3 2022?
What is the updated guidance for Element Solutions for 2022?
How much free cash flow did Element Solutions generate in Q3 2022?