6-K
Caesarstone Ltd. (CSTE)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of February 2022
Commission File Number: 001-35464
Caesarstone Ltd.
(Translation of registrant’s name into English)
Kibbutz Sdot Yam
MP Menashe
Israel 3780400
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __
EXPLANATORY NOTE
On February 9, 2022, Caesarstone Ltd. (the “Registrant”) issued a press release titled “Caesarstone Reports Fourth Quarter and Full Year 2021 Financial Results”, a copy of which is furnished as Exhibit 99.1 herewith. The GAAP financial information included in consolidated balance sheets, consolidated statements of income and condensed consolidated statements of cash flows contained in the press release attached as Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference into (i) the Registrant’s Registration Statements on Form S-8 (Files No. 333-180313, No. 333-210444 and 333-251642) and (ii) the Registrant’s Registration Statement on Form F-3 (File No. 333-196335). A copy of the Registrant’s updated investor presentation can be accessed at ir.caesarstone.com. The information in the investor presentation is not incorporated by reference into the Registrant’s Registration Statements.
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press release titled “Caesarstone Reports Fourth Quarter and Full Year<br> 2021 Financial Results” dated February 9, 2022. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CAESARSTONE LTD. | ||
|---|---|---|
| Date: February 9, 2022 | By: | /s/ Ron Mosberg |
| Name: Ron Mosberg | ||
| Title: General Counsel & Corporate Secretary |
Exhibit 99.1
Caesarstone Reports Fourth Quarter and Full Year 2021 Financial Results
– Fourth Quarter Revenue up 25.0% to $171.1 Million; up 24.2% on a Constant Currency Basis –
– Fourth Quarter Net Loss attributable to controlling Interest of $2.9 Million, or $0.11 Loss Per Share; Adjusted EPS of $0.01 –
– Full Year Revenue up 32.4% to a Record $643.9 Million; up 28.1% on a Constant Currency Basis –
– Full Year Net Income Attributable to Controlling Interest of $19.0 Million, Diluted EPS of $0.51; Adjusted Diluted EPS of $0.83 –
– Full Year Adjusted EBITDA up 9.9% to $68.2 Million –
– Introduces 2022 Annual Outlook –
MP MENASHE, Israel – February 9, 2022 - Caesarstone Ltd. (NASDAQ: CSTE), a leading developer and manufacturer of high-quality engineered surfaces, today reported financial results for its fourth quarter and full year ended December 31, 2021.
“2021 marked a year of meaningful progress as we strive to reach our long-term growth targets in the coming years,” commented Yuval Dagim, Caesarstone’s Chief Executive Officer. “Our record fourth quarter and full year revenue reflects effective execution of our multi-faceted growth strategy and the benefits from increasing demand for our premium countertops globally. We benefitted substantially from the successful integration of our acquired businesses, multi-material strategy and our CS Connect platform.”
Mr. Dagim continued, “We are proud of our milestone revenue growth in 2021 and believe that our cash position^(*)^, planned multi-material product innovations, recent pricing actions and demand tailwinds allow us to confidently grow our business while navigating through the current cost environment. Caesarstone’s three strategic pillars continue to lay the foundation for financial growth as we become a global countertop leader with a long term goal of over $1 billion in revenues.”
| (*) | Cash position is defined as cash and cash equivalents and short-term bank deposits and long and short-term investment in marketable securities less debt from financial institutions. |
|---|
Fourth Quarter 2021 Results
Revenue in the fourth quarter of 2021 grew 25.0% to a fourth quarter record of $171.1 million compared to $136.9 million in the prior year quarter. On a constant currency basis, fourth quarter revenue was higher by 24.2% year-over-year. Sales growth was primarily driven by improved demand across the majority of our global footprint in addition to the contribution of the Omicron acquisition.
Gross margin in the fourth quarter was 23.2% compared to 28.1% in the prior year quarter. Adjusted gross margin in the fourth quarter was 23.3% compared to 28.6% in the prior year quarter. The year-over-year reduction in gross margin mainly reflects higher raw material prices, particularly polyester, and shipping price increases which were partially offset by favorable product mix and selling price increases.
Operating expenses in the fourth quarter were $36.3 million, or 21.2% of revenue, compared to $30.4 million, or 22.2% of revenue in the prior year quarter. Excluding legal settlements and loss contingencies, adjusted operating expenses were 21.9% of revenue, compared to 21.2% in the prior year quarter, mainly due to a return to normalized levels of marketing and selling expenses and investments related to initiatives under the Company’s Global Growth Acceleration Plan.
Operating income in the fourth quarter was $3.3 million compared to operating income of $8.1 million in the prior year quarter. The year-over-year difference mainly reflects higher operating expenses.
Adjusted EBITDA, which excludes expenses for non-cash share-based compensation, legal settlements and loss contingencies and for non-recurring items, was $11.5 million in the fourth quarter, representing a margin of 6.7%. This compares to adjusted EBITDA of $18.8 million, representing a margin of 13.7%, in the prior year quarter. The year-over-year decrease primarily reflects the lower operating income.
Finance expense in the fourth quarter was $7.4 million compared to finance expense of $8.6 million in the prior year quarter. The difference was primarily a result of more favorable foreign currency exchange rates.
Net loss attributable to controlling interest for the fourth quarter was $2.9 million compared to net loss of $2.4 million in the prior year quarter. Net loss per share for the fourth quarter was $0.11 compared to net loss per share of $0.07 in the prior year quarter. Adjusted diluted net income per share for the fourth quarter was $0.01 on 34.6 million shares, compared to adjusted diluted net income per share of $0.05 in the prior year quarter on 34.5 million shares.
Full Year 2021 Results
Revenue in the full year 2021 grew 32.4% year over year and reached a company record of $643.9 million compared to $486.4 million in the prior year. On a constant currency basis, 2021 revenue was higher by 28.1% year-over-year, primarily due to improved demand across the majority of our global footprint in addition to the contribution of acquisitions.
Gross margin in 2021 was 26.6% compared to 27.5% in the prior year. Adjusted gross margin in 2021 was 26.8%, compared to 27.7% in the prior year. The difference in adjusted gross margin mainly reflects higher raw material prices, particularly polyester, and shipping price increases which were partially offset by favorable product mix, selling price increases and more favorable exchange rates.
Operating expenses in 2021 were $144.1 million, or 22.4% of revenue compared to $111.4 million, or 22.9% of revenue in the prior year. Excluding legal settlements and loss contingencies, adjusted operating expenses were 21.9% of revenue, compared to 21.6% of revenue in the prior year mainly due to cost cutting efforts in the prior year to mitigate pandemic related impacts.
Operating income in 2021 improved to $27.4 million compared to $22.5 million in the prior year.
Adjusted EBITDA, which excludes expenses for share-based compensation, legal settlements and loss contingencies and for non-recurring items, was $68.2 million in 2021, representing a margin of 10.6%. This compares to adjusted EBITDA of $62.1 million, representing a margin of 12.8% in the prior year. This year-over-year margin decrease primarily reflects lower gross margin and higher operating expenses to support revenue growth.
Finance expenses in 2021 were $7.6 million compared to $10.2 million in the prior year. The difference was primarily a result of higher income from the Company’s derivatives instruments.
Net income attributable to controlling interest for the full year 2021 was $19.0 million compared to net income of $7.2 million in the prior year. Diluted net income per share for 2021 was $0.51 compared to $0.21 in the prior year. Adjusted diluted net income per share for 2021 was $0.83 compared to $0.48 in the prior year.
Balance Sheet & Liquidity
As of December 31, 2021, the Company’s balance sheet remained strong, including cash, cash equivalents and short-term bank deposits and short and long-term marketable securities of $94.2 million and total debt to financial institutions of $12.5 million.
Dividend
The Company’s dividend policy provides for a quarterly cash dividend of up to 50% of reported net income on a year-to-date basis, less any amount already paid as dividend for the respective period (the “calculated dividend”), subject in each case to approval by the Company’s board of directors. No dividend is paid if it would be less than $0.10 per share. Pursuant to the Company’s dividend policy, the Company does not intend to pay a dividend for the fourth quarter of 2021, based on its reported net loss attributable to controlling interest for the period.
Outlook
The Company is introducing guidance for 2022 revenue to be in the range of $710 million to $725 million, implying approximately 11% growth over 2021 at the midpoint of the range, driven by volume and price improvements in our markets. Adjusted EBITDA as a percentage of sales is expected to be similar compared to 2021, primarily attributable to higher costs in connection with raw material prices, particularly polyester, and shipping costs that are anticipated to offset higher sales and selling prices.
Webcast and Conference Call Details
The Company will host a live webcast and conference call today at 8:30 a.m. ET to discuss the results, followed by a question and answer session for the investment community. The live webcast of the call can be accessed at ir.caesarstone.com. For those unable to access the webcast, the conference call will be accessible by dialing 1-877-407-4018 (domestic) or +1-201-689-8471 (international). The toll-free Israeli number is 1 80 940 6247. Upon dialing in, please request to join the Caesarstone Fourth Quarter Earnings Call.
To listen to a telephonic replay of the conference call, dial toll-free 1-844-512-2921 (domestic) or +1-412-317-6671 (international) and enter pass code 13726580. The replay will be available beginning at 11:30 a.m. ET on Wednesday, February 9, 2022 and will last through 11:59 p.m. ET on Wednesday, February 16, 2022.
About Caesarstone
Caesarstone is a concept and lifestyle-driven company with a customer-centered approach to designing, developing, and producing high-end engineered stone countertops, used in residential and commercial buildings. Our products offer superior aesthetic appeal and perfected functionality through a distinct variety of colors, styles, textures, and finishes used in diverse countertop applications, marked by inherent longevity. Strong commitment to service has fostered growing customer loyalty in over 50 countries where the Caesarstone product collections are available: Classico, Supernatural, Metropolitan and Outdoor. For more information please visit our website: www.caesarstone.com.
Non-GAAP Financial Measures
The non-GAAP measures presented by the Company should be considered in addition to, and not as a substitute for, comparable GAAP measures. Reconciliations of GAAP gross profit to adjusted gross profit, GAAP net income (loss) to adjusted net income (loss) and net income (loss) to Adjusted EBITDA are provided in the schedules to this release. To calculate revenues growth rates that exclude the impact of changes in foreign currency exchange rates, the Company converts actual reported results from local currency to U.S. dollars using constant foreign currency exchange rates in the current and comparable period. The Company provides these non-GAAP financial measures because it believes that they present a better measure of the Company's core business and management uses the non-GAAP measures internally to evaluate the Company's ongoing performance. Accordingly, the Company believes that they are useful to investors in enhancing an understanding of the Company's operating performance.
Forward-Looking Statements
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as ”goals," “intend,” “seek,” “anticipate,” “believe,” “could,” “continue,” “expect,” “estimate,” “may,” “plan,” “outlook,” “future” and “project” and other similar expressions that predict, project or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include statements regarding the Company’s sustainability goals and plans, intentions, expectations, assumptions, goals and beliefs regarding the Company’s business and sustainability vision. These forward-looking statements also may relate to the Company's plans, objectives and expectations for future operations, including estimations relating to the impact of the COVID-19 pandemic and mitigation measures in connection thereto, and expectations of the results of the Company’s business optimization initiatives. These forward-looking statements are based upon management's current estimates and projections of future results or trends. Actual results may differ materially from those projected as a result of certain risks and uncertainties, both known or unknown. These factors include, but are not limited to: the impact of the COVID-19 pandemic on end-consumers, the global economy and the Company’s business and results of operations; raw material shortages and prices and effects of challenges in global shipping; the ability of the company to realign aspects of its business based on the business optimization initiatives, the strength of the home renovation and construction sectors; intense competitive pressures; the extent of the Company’s ability to meet its ESG goals and targets, including the extent of the Company’s ability to maintain a healthy and safe environment for the Company’s employees; management of GHG and silica emissions; the degree of the Company’s ability to develop, produce and deliver high quality and safe products; the Company’s ability to effectively manage changes in its production and supply chain; the extent of the Company’s ability to build-out and expand into certain markets; the Company’s ability to effective manage its relationship with suppliers; the outcome of silicosis and other bodily injury claims; regulatory requirements relating to hazards associated with exposure to silica dust; efficiently manufacturing our products and managing changes in production and supply chain; economic conditions within any of our key existing markets; changes in raw material prices; fluctuations in currency exchange rates; the success of our expansion efforts in the United States; the unpredictability of seasonal fluctuations in revenues; disturbances to the Company’s operations or the operations of its suppliers, distributors, customers or other third parties and other factors, risks and uncertainties discussed under the sections "Risk Factors" and “Special Note Regarding Forward-Looking Statements and Risk Factor Summary” in our most recent annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2021, and in other documents filed by Caesarstone with the SEC, which are available free of charge at www.sec.gov. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Investor Relations:
ICR, Inc. - Rodny Nacier
+1 (646) 200-8870
Caesarstone Ltd. and its subsidiaries
Condensed consolidated balance sheets
| As of | ||||||
|---|---|---|---|---|---|---|
| U.S. dollars in thousands | December 31, 2021 | December 31, 2020 | ||||
| (Unaudited) | (Audited) | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents and short-term bank deposits | $ | 74,315 | $ | 114,248 | ||
| Short-term available for sale marketable securities | 11,228 | 8,112 | ||||
| Trade receivables, net | 82,815 | 84,822 | ||||
| Other accounts receivable and prepaid expenses | 35,443 | 26,481 | ||||
| Inventories | 204,725 | 152,073 | ||||
| Total current assets | 408,526 | 385,736 | ||||
| LONG-TERM ASSETS: | ||||||
| Severance pay fund | 4,090 | 4,007 | ||||
| Long-term deposits | 3,832 | 3,837 | ||||
| Deferred tax assets, net | 10,880 | 8,359 | ||||
| Other long-term receivables | 449 | 1,675 | ||||
| Operating lease right-of-use assets | 154,652 | 123,928 | ||||
| Long-term available for sale marketable securities | 8,647 | 10,926 | ||||
| Property, plant and equipment, net | 221,150 | 222,883 | ||||
| Goodwill and intangible assets, net | 55,427 | 59,570 | ||||
| Total long-term assets | 459,127 | 435,185 | ||||
| Total assets | $ | 867,653 | $ | 820,921 | ||
| LIABILITIES AND EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Short-term bank credit | $ | 12,523 | $ | 13,122 | ||
| Trade payables | 81,369 | 55,063 | ||||
| Related parties and other loans | 2,276 | 2,221 | ||||
| Short term legal settlements and loss contingencies | 22,592 | 31,039 | ||||
| Accrued expenses and other liabilities | 64,534 | 55,570 | ||||
| Total current liabilities | 183,294 | 157,015 | ||||
| LONG-TERM LIABILITIES: | ||||||
| Long-term bank and other loans and financing liability of land from a related party | 6,240 | 20,706 | ||||
| Legal settlements and loss contingencies long-term | 20,859 | 21,910 | ||||
| Deferred tax liabilities, net | 4,992 | 6,943 | ||||
| Long-term lease liabilities | 143,324 | 112,719 | ||||
| Accrued severance pay | 5,500 | 5,303 | ||||
| Long-term warranty provision | 1,280 | 1,274 | ||||
| Total long-term liabilities | 182,195 | 168,855 | ||||
| REDEEMABLE NON-CONTROLLING INTEREST | 7,869 | 7,701 | ||||
| EQUITY: | ||||||
| Ordinary shares | 371 | 371 | ||||
| Treasury shares - at cost | (39,430 | ) | (39,430 | ) | ||
| Additional paid-in capital | 161,929 | 160,083 | ||||
| Capital fund related to non-controlling interest | (5,587 | ) | (5,587 | ) | ||
| Accumulated other comprehensive loss | (704 | ) | 1,083 | |||
| Retained earnings | 377,716 | 370,830 | ||||
| Total equity | 494,295 | 487,350 | ||||
| Total liabilities and equity | $ | 867,653 | $ | 820,921 |
Caesarstone Ltd. and its subsidiaries
Condensed consolidated statements of income
| Three months ended<br><br> <br>December 31, | Twelve months ended<br><br> <br>December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands (except per share data) | 2021 | 2020 | 2021 | 2020 | |||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Audited) | ||||||||
| Revenues | $ | 171,057 | $ | 136,896 | $ | 643,892 | $ | 486,412 | |||
| Cost of revenues | 131,379 | 98,381 | 472,394 | 352,470 | |||||||
| Gross profit | 39,678 | 38,515 | 171,498 | 133,942 | |||||||
| Operating expenses: | |||||||||||
| Research and development | 1,177 | 1,501 | 4,216 | 3,974 | |||||||
| Marketing and selling | 22,594 | 17,752 | 85,725 | 62,047 | |||||||
| General and administrative | 13,746 | 9,779 | 50,845 | 39,081 | |||||||
| Legal settlements and loss contingencies, net | (1,181 | ) | 1,392 | 3,283 | 6,319 | ||||||
| Total operating expenses | 36,336 | 30,424 | 144,069 | 111,421 | |||||||
| Operating income | 3,342 | 8,091 | 27,429 | 22,521 | |||||||
| Finance expenses, net | 7,425 | 8,613 | 7,590 | 10,199 | |||||||
| Income (loss) before taxes | (4,083 | ) | (522 | ) | 19,839 | 12,322 | |||||
| Taxes on income | (780 | ) | 1,459 | 1,950 | 4,700 | ||||||
| Net income | $ | (3,303 | ) | $ | (1,981 | ) | $ | 17,889 | $ | 7,622 | |
| Net loss (income) attributable to non-controlling interest | 426 | (404 | ) | 1,077 | (404 | ) | |||||
| Net income (loss) attributable to controlling interest | $ | (2,877 | ) | $ | (2,385 | ) | $ | 18,966 | $ | 7,218 | |
| Basic net income (loss) per ordinary share (*) | $ | (0.11 | ) | $ | (0.07 | ) | $ | 0.51 | $ | 0.21 | |
| Diluted net income (loss) per ordinary share (*) | $ | (0.11 | ) | $ | (0.07 | ) | $ | 0.51 | $ | 0.21 | |
| Weighted average number of ordinary shares used in computing basic income (loss) per ordinary share | 34,471,363 | 34,436,345 | 34,462,328 | 34,419,129 | |||||||
| Weighted average number of ordinary shares used in computing diluted income (loss) per ordinary share | 34,471,363 | 34,436,345 | 34,570,111 | 34,473,911 | |||||||
| (*) | The numerator for the calculation of net income per share for the three and twelve months ended December 31, 2021 has been decreased by<br> approximately $1.1 and $1.4 million, respectively, to reflect the adjustment to redemption value associated with the redeemable non-controlling interest. | ||||||||||
| --- | --- |
Caesarstone Ltd. and its subsidiaries
Selected Condensed consolidated statements of cash flows
| Twelve months ended<br><br> <br>December 31, | ||||||
|---|---|---|---|---|---|---|
| U.S. dollars in thousands | 2021 | 2020 | ||||
| (Unaudited) | (Audited) | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 17,889 | $ | 7,622 | ||
| Adjustments required to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 35,407 | 29,460 | ||||
| Share-based compensation expense | 1,845 | 2,858 | ||||
| Accrued severance pay, net | 121 | (14 | ) | |||
| Changes in deferred tax, net | (4,473 | ) | (895 | ) | ||
| Capital (gain) loss | (3 | ) | 340 | |||
| Legal settlemnets and loss contingencies, net | 3,283 | 6,319 | ||||
| Decrease in trade receivables | 815 | 6,070 | ||||
| Decrease (increase) in other accounts receivable and prepaid expenses | (9,035 | ) | 9,318 | |||
| Decrease (increase) in inventories | (54,189 | ) | 313 | |||
| Increase (decrease) in trade payables | 28,277 | (17,938 | ) | |||
| Increase (decrease) in warranty provision | 112 | (371 | ) | |||
| Changes in right of use assets | (31,437 | ) | (26,738 | ) | ||
| Changes in lease liabilities | 35,258 | 30,710 | ||||
| Amortization of premium and accretion of discount on marketable securities, net | 412 | 161 | ||||
| Changes in Accrued interest related to Marketable Securities | 42 | (1 | ) | |||
| Increase (decrease) in accrued expenses and other liabilities including related parties | (3,352 | ) | 404 | |||
| Net cash provided by operating activities | 20,972 | 47,618 | ||||
| Cash flows from investing activities: | ||||||
| Net cash paid for acquisitions | - | (28,962 | ) | |||
| Repayment of assumed shareholders loan related to acquisition | (1,966 | ) | - | |||
| Repayment of contingent consideration related to acquisition | (1,780 | ) | - | |||
| Purchase of property, plant and equipment | (31,477 | ) | (19,824 | ) | ||
| Proceeds from sale of property, plant and equipment | 9 | 13 | ||||
| Investment in marketable securities, net | (1,343 | ) | (19,185 | ) | ||
| Increase in long term deposits | (108 | ) | (347 | ) | ||
| Net cash used in investing activities | (36,665 | ) | (68,305 | ) | ||
| Cash flows from financing activities: | ||||||
| Dividend paid | (10,681 | ) | (4,821 | ) | ||
| Changes in short-term bank credits and long-term loans | (11,761 | ) | (18 | ) | ||
| Repayment of a financing leaseback related to Bar-Lev transaction | (1,320 | ) | (1,245 | ) | ||
| Net cash used in financing activities | (23,762 | ) | (6,084 | ) | ||
| Effect of exchange rate differences on cash and cash equivalents | (478 | ) | 1,647 | |||
| - | ||||||
| Decrease in cash and cash equivalents and short-term bank deposits | (39,933 | ) | (25,124 | ) | ||
| Cash and cash equivalents and short-term bank deposits at beginning of the period | 114,248 | 139,372 | ||||
| Cash and cash equivalents and short-term bank deposits at end of the period | $ | 74,315 | $ | 114,248 | ||
| Non - cash investing: | ||||||
| Changes in trade payables balances related to purchase of fixed assets | (56 | ) | (356 | ) |
Caesarstone Ltd. and its subsidiaries
| Three months ended<br><br> <br>December 31, | Twelve months ended<br><br> <br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands | 2021 | 2020 | 2021 | 2020 | ||||
| (Unaudited) | (Unaudited) | |||||||
| Reconciliation of Gross profit to Adjusted Gross profit: | ||||||||
| Gross profit | $ | 39,678 | $ | 38,515 | $ | 171,498 | $ | 133,942 |
| Share-based compensation expense (a) | 107 | 63 | 321 | 416 | ||||
| Amortization of assets related to acquisitions | 79 | 529 | 852 | 529 | ||||
| Adjusted Gross profit (Non-GAAP) | $ | 39,864 | $ | 39,107 | $ | 172,671 | $ | 134,887 |
| (a) | Share-based compensation includes expenses related to stock options and restricted stock units granted to employees and directors of the Company. | |||||||
| --- | --- |
Caesarstone Ltd. and its subsidiaries
| Three months ended<br><br> <br>December 31, | Twelve months ended<br><br> <br>December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands | 2021 | 2020 | 2021 | 2020 | ||||||
| (Unaudited) | (Unaudited) | |||||||||
| Reconciliation of Net Income (loss) to Adjusted EBITDA: | ||||||||||
| Net income (loss) | $ | (3,303 | ) | $ | (1,981 | ) | $ | 17,889 | $ | 7,622 |
| Finance expenses, net | 7,425 | 8,613 | 7,590 | 10,199 | ||||||
| Taxes on income | (780 | ) | 1,459 | 1,950 | 4,700 | |||||
| Depreciation and amortization related to acquisitions | 8,916 | 8,300 | 35,407 | 29,460 | ||||||
| Legal settlements and loss contingencies, net (a) | (1,181 | ) | 1,392 | 3,283 | 6,319 | |||||
| Contingent consideration adjustment related to acquisition | - | - | 284 | - | ||||||
| Acquisition and integration related expenses | - | 444 | - | 921 | ||||||
| Share-based compensation expense (b) | 458 | 523 | 1,845 | 2,858 | ||||||
| Adjusted EBITDA (Non-GAAP) | $ | 11,535 | $ | 18,750 | $ | 68,248 | $ | 62,079 | ||
| (a) | Consists primarily of legal settlements expenses and loss contingencies, net, related to product liability claims. | |||||||||
| --- | --- | |||||||||
| (b) | Share-based compensation includes expenses related to stock options and restricted stock units granted to employees and directors of the Company. | |||||||||
| --- | --- |
Caesarstone Ltd. and its subsidiaries
| Three months ended<br><br> <br>December 31, | Twelve months ended<br><br> <br>December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands (except per share data) | 2021 | 2020 | 2021 | 2020 | ||||||
| (Unaudited) | (Unaudited) | |||||||||
| Reconciliation of net income (loss) attributable to controlling interest to adjusted net income attributable to controlling<br> interest: | ||||||||||
| Net income (loss) attributable to controlling interest | $ | (2,877 | ) | $ | (2,385 | ) | $ | 18,966 | $ | 7,218 |
| Legal settlements and loss contingencies, net (a) | (1,181 | ) | 1,392 | 3,283 | 6,319 | |||||
| Contingent consideration adjustment related to acquisition | - | - | 284 | - | ||||||
| Amortization of assets related to acquisitions, net of tax | 502 | 446 | 2,391 | 446 | ||||||
| M&A related expenses | - | 444 | - | 921 | ||||||
| Share-based compensation expense (b) | 458 | 523 | 1,845 | 2,858 | ||||||
| Non cash revaluation of lease liabilities (c) | 3,461 | 3,177 | 2,918 | 3,189 | ||||||
| Total adjustments | 3,240 | 5,982 | 10,721 | 13,733 | ||||||
| Less tax on non-tax adjustments (d) | 200 | 1,955 | 1,054 | 4,488 | ||||||
| Total adjustments after tax | 3,040 | 4,027 | 9,667 | 9,245 | ||||||
| Adjusted net income attributable to controlling interest (Non-GAAP) | $ | 163 | $ | 1,642 | $ | 28,633 | $ | 16,463 | ||
| Adjusted diluted EPS (e) | $ | 0.01 | $ | 0.05 | $ | 0.83 | $ | 0.48 | ||
| (a) | Consists primarily of legal settlements expenses and loss contingencies, net, related to product liability claims. | |||||||||
| --- | --- | |||||||||
| (b) | Share-based compensation includes expenses related to stock options and restricted stock units granted to employees and directors of the Company. | |||||||||
| --- | --- | |||||||||
| (c) | Exchange rate diffrences deriving from revaluation of lease contracts in accoradance with FASB ASC 842. | |||||||||
| --- | --- | |||||||||
| (d) | Tax adjustments for the twelve months ended December 31, 2021 and 2020, based on the effective tax rates. | |||||||||
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| (e) | In calculating adjusted diluted (Non-GAAP) EPS for the three and twelve months ended December 31, 2021 and 2020, the diluted weighted average number of shares outstanding excludes the<br> effects of share-based compensation expense in accordance with FASB ASC 718. | |||||||||
| --- | --- |
Caesarstone Ltd. and its subsidiaries
Geographic breakdown of revenues by region
| Three months ended<br><br> <br>December 31, | Twelve months ended<br><br> <br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands | 2021 | 2020 | 2021 | 2020 | ||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Audited) | |||||
| USA | $ | 77,613 | $ | 53,618 | $ | 305,353 | $ | 207,496 |
| Canada | 22,263 | 20,325 | 84,467 | 72,492 | ||||
| Latin America | 1,618 | 1,387 | 4,702 | 2,149 | ||||
| America's | 101,494 | 75,330 | 394,522 | 282,137 | ||||
| Australia | 30,730 | 29,953 | 118,714 | 103,587 | ||||
| Asia | 8,011 | 7,122 | 30,390 | 14,566 | ||||
| APAC | 38,741 | 37,075 | 149,104 | 118,153 | ||||
| EMEA | 18,160 | 14,408 | 60,836 | 45,201 | ||||
| Israel | 12,662 | 10,083 | 39,430 | 40,921 | ||||
| Total Revenues | $ | 171,057 | $ | 136,896 | $ | 643,892 | $ | 486,412 |
Caesarstone Ltd. and its subsidiaries
Geographic breakdown of revenues by region - Supplemental data
| Three months ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands | 12/31/2021 | 9/30/2021 | 6/30/2021 | 3/31/2021 | 12/31/2020 | 9/30/2020 | 6/30/2020 | 3/31/2020 | 12/31/2019 | 9/30/2019 | ||||||||||
| (Unaudited) | ||||||||||||||||||||
| USA | $ | 77,613 | $ | 79,065 | $ | 77,844 | $ | 70,831 | $ | 53,618 | $ | 52,097 | $ | 41,726 | $ | 60,055 | $ | 64,659 | $ | 64,805 |
| Canada | 22,263 | 22,479 | 21,946 | 17,779 | 20,325 | 19,174 | 14,435 | 18,558 | 20,575 | 21,881 | ||||||||||
| Latin America | 1,618 | 1,485 | 741 | 858 | 1,387 | 124 | 132 | 506 | 735 | 1,434 | ||||||||||
| America's | 101,494 | 103,029 | 100,531 | 89,468 | 75,330 | 71,395 | 56,293 | 79,119 | 85,969 | 88,120 | ||||||||||
| Australia | 30,730 | 29,215 | 31,597 | 27,172 | 29,953 | 27,746 | 23,534 | 22,354 | 26,000 | 28,642 | ||||||||||
| Asia | 8,011 | 7,232 | 7,370 | 7,777 | 7,122 | 2,881 | 1,732 | 2,831 | 3,932 | 3,675 | ||||||||||
| APAC | 38,741 | 36,447 | 38,967 | 34,949 | 37,075 | 30,627 | 25,266 | 25,185 | 29,932 | 32,317 | ||||||||||
| EMEA | 18,160 | 14,106 | 15,852 | 12,718 | 14,408 | 11,422 | 8,031 | 11,340 | 9,464 | 11,719 | ||||||||||
| Israel | 12,662 | 9,759 | 8,112 | 8,897 | 10,083 | 10,478 | 9,447 | 10,913 | 8,502 | 10,683 | ||||||||||
| Total Revenues | $ | 171,057 | $ | 163,341 | $ | 163,462 | $ | 146,032 | $ | 136,896 | $ | 123,922 | $ | 99,037 | $ | 126,557 | $ | 133,867 | $ | 142,839 |
| Year-over-year % change | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 12/31/2021 | 9/30/2021 | 6/30/2021 | 3/31/2021 | 12/31/2020 | 9/30/2020 | |||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| USA | 44.8 | % | 51.8 | % | 86.6 | % | 17.9 | % | (17.1 | )% | (19.6 | )% | ||||||||
| Canada | 9.5 | % | 17.2 | % | 52.0 | % | (4.2 | )% | (1.2 | )% | (12.4 | )% | ||||||||
| Latin America | 16.7 | % | 1097.6 | % | 461.4 | % | 69.6 | % | 88.8 | % | (91.4 | )% | ||||||||
| America's | 34.7 | % | 44.3 | % | 78.6 | % | 13.1 | % | (12.4 | )% | (19.0 | )% | ||||||||
| Australia | 2.6 | % | 5.3 | % | 34.3 | % | 21.6 | % | 15.2 | % | (3.1 | )% | ||||||||
| Asia | 12.5 | % | 151.0 | % | 325.5 | % | 174.7 | % | 81.1 | % | (21.6 | )% | ||||||||
| APAC | 4.5 | % | 19.0 | % | 54.2 | % | 38.8 | % | 23.9 | % | (5.2 | )% | ||||||||
| EMEA | 26.0 | % | 23.5 | % | 97.4 | % | 12.2 | % | 52.2 | % | (2.5 | )% | ||||||||
| Israel | 25.6 | % | (6.9 | )% | (14.1 | )% | (18.5 | )% | 18.6 | % | (1.9 | )% | ||||||||
| Total Revenues | 25.0 | % | 31.8 | % | 65.1 | % | 15.4 | % | 2.3 | % | (13.2 | )% | ||||||||
| Year-over-year % change in constant currency (*) | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 12/31/2021 | 9/30/2021 | 6/30/2021 | 3/31/2021 | 12/31/2020 | 9/30/2020 | |||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| USA | 44.8 | % | 51.8 | % | 86.6 | % | 17.9 | % | (17.1 | )% | (19.6 | )% | ||||||||
| Canada | 5.8 | % | 11.0 | % | 35.1 | % | (9.6 | )% | (2.4 | )% | (11.7 | )% | ||||||||
| Latin America | 16.7 | % | 1097.3 | % | 460.5 | % | 69.8 | % | 88.7 | % | (91.3 | )% | ||||||||
| America's | 33.7 | % | 42.6 | % | 74.2 | % | 11.8 | % | (12.7 | )% | (18.8 | )% | ||||||||
| Australia | 2.3 | % | 2.5 | % | 14.6 | % | 2.8 | % | 7.9 | % | (7.1 | )% | ||||||||
| Asia | 13.0 | % | 148.9 | % | 312.8 | % | 169.5 | % | 80.7 | % | (21.2 | )% | ||||||||
| APAC | 4.4 | % | 16.3 | % | 35.1 | % | 21.5 | % | 17.5 | % | (8.7 | )% | ||||||||
| EMEA | 27.8 | % | 18.2 | % | 77.6 | % | 3.3 | % | 45.8 | % | (5.9 | )% | ||||||||
| Israel | 20.1 | % | (12.2 | )% | (20.5 | )% | (24.6 | )% | 9.4 | % | (4.5 | )% | ||||||||
| Total Revenues | 24.2 | % | 29.2 | % | 55.5 | % | 9.8 | % | (0.4 | )% | (14.4 | )% | ||||||||
| (*) | Change in revenues at constant currency is calculated so that revenues can be viewed without the impact of fluctuations s in foreign currency exchange rates, thereby facilitating<br> period-to-period comparisons of business performance. Change in revenues adjusted for currency are calculated by translating current period activity in local currency using the comparable prior-year period’s currency conversion rate.<br> Exchange rates used, are the representative exchange rate published by the Bank of Israel for the relevant periods. | |||||||||||||||||||
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