Caesarstone Ltd 6-K, filed Nov 13, 2024
Caesarstone Ltd. (CSTE)
6-K
2024-11-13
For: 2024-11-13
View Original
Added on
April 12, 2026
About this 6-K
Caesarstone Ltd filed this 6-K on November 13, 2024.
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 November 2024
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 ☐
EXPLANATORY NOTE
On November 13, 2024, Caesarstone Ltd. (the “Registrant”) issued a press release titled “Caesarstone Reports Third Quarter 2024 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 the Registrant’s Registration Statements on Form S-8 (Files Nos. 333-180313, 333-210444 and 333-251642). 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
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Exhibit
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Description
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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.
|
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CAESARSTONE LTD.
|
|
|
|
|
|
|
|
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Date: November 13, 2024
|
By:
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/s/ Ron Mosberg
|
|
|
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Name: Ron Mosberg
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Title: General Counsel & Corporate Secretary
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Exhibit 99.1
Caesarstone Reports Third Quarter 2024 Financial Results
- Maintaining Operational Discipline and Strategic Focus Amid Significant Market Headwinds -
- Revenue of $107.6 Million -
- Net Cash Position Improves to $108.9 Million, Reinforcing Strong Balance Sheet -
- Reaffirms Full Year Outlook to Deliver Positive Operating Cash Flow and Moderates Adjusted EBITDA Expectations -
MP MENASHE, Israel – November 13, 2024 - Caesarstone Ltd. (NASDAQ: CSTE), a leading developer and manufacturer of high-quality engineered surfaces, today reported financial results for its third
quarter ended September 30, 2024.
Yos Shiran, Caesarstone’s Chief Executive Officer commented, “Our third quarter results reflect revenue pressure across all our regional markets, putting weight on our business. The entire
Caesarstone team’s unwavering commitment to our success remains evident with our transformation initiatives and optimized manufacturing footprint helping to drive a higher gross margin year-over-year. Our team is making progress in a difficult
environment and maintaining tight control of operating expenses. That operational discipline and working capital management generated positive cash flow this quarter, keeping us on track for another full year of positive operating cash flow. With
meaningful savings realized from our ongoing restructuring actions, we continue to make targeted investments in innovative products, brand development and marketing programs to help stimulate demand. We are confident in the direction of the Company
and will continue to take decisive actions to restore profitable growth.”
Third Quarter 2024 Results
Revenue in the third quarter of 2024 was $107.6 million, compared to $142.4 million in the prior year quarter. On a constant currency basis, third quarter
revenue was down 24.8% year-over-year primarily due to lower volumes. Volumes were primarily impacted by global economic headwinds, particularly in renovation and remodeling channels, across the Company’s main regions resulting in lower demand
accompanied by greater competitive pressures.
Gross margin in the third quarter of 2024 improved to 19.9% compared to 19.1% in the prior year quarter. Adjusted gross margin in the third quarter was
19.8%, stable with the prior year quarter. Gross margin was stable on lower revenues mainly due to the benefits of an improved production footprint, partially offset by unfavorable product mix and increased shipping and material costs.
Operating expenses in the third quarter of 2024 were $25.4 million, or 23.6% of revenue, compared to $29.2 million, or 20.5% of revenue in the prior year
quarter. The higher percentage is primarily due to lower revenues. Restructuring expenses during the quarter included a capital gain of $6.9 million from the sale of undeveloped land at the Company’s Richmond Hill Facility. Excluding legal
settlements and loss contingencies and restructuring expenses, operating expenses were 28.1% of revenue, compared to 23.7% in the prior year quarter.
Operating loss in the third quarter of 2024 was $4.1 million compared to $2.0 million in the prior year quarter, with the difference primarily reflecting
lower gross profit.
Adjusted EBITDA in the third quarter of 2024, which excludes expenses for non-cash share-based compensation, legal settlements and loss contingencies, and
other non-recurring items, was a loss of $4.1 million, compared to a gain of $1.9 million in the prior year quarter.
Finance income in the third quarter of 2024 was $0.3 million compared to $1.3 million in the prior year quarter. The difference primarily reflects foreign
currency exchange rate fluctuations.
Net loss attributable to controlling interest for the third quarter of 2024 was $4.2 million compared to net loss of $0.9 million in the prior year quarter.
Net loss per share for the third quarter was $0.12 compared to net loss per share of $0.03 in the prior year quarter. Adjusted diluted net loss per share for the third quarter was $0.24 on 34.8 million shares, compared to Adjusted diluted net loss
per share of $0.20 in the prior year quarter on 34.6 million shares.
Balance Sheet & Liquidity
On June 26, 2024, Caesarstone entered into an agreement for the sale of 69 acres of undeveloped land associated with its Richmond Hill Facility located in Bryan County for approximately $10.0
million. The transaction closed in the third quarter of 2024. The Company continues to look for avenues to monetize the remainder of the property, consisting of 51 acres of developed land and associated structures.
During the third quarter of 2024, the Company generated positive cash flow from operations of $16.3 million, mainly attributable to the land sale and working capital improvements, compared to
operating cash flow of $28.2 million in the third quarter of 2023. As of September 30, 2024, the Company’s balance sheet included cash, cash equivalents and short-term bank deposits of $114.1 million and total debt to financial institutions of $5.2
million. The Company’s net cash position as of September 30, 2024, was $108.9 million compared to $83.5 million as of December 31, 2023.
US Legal Proceedings Update
The Company is one of several defendants named in 79 pending lawsuits in the United States alleging injury associated with exposure of fabricators and their employees to respirable crystalline
silica dust. On August 8, 2024, the Company filed a Form 6-K in connection with a single claim in the U.S. following a jury decision against the Company. Adequate provisions and insurance receivables related to this decision were recorded by the
Company during the third quarter. While this single decision will not have a material adverse effect on the Company, the Company cannot provide assurance as to the outcome of other pending litigation or that such litigation will not have a material
adverse impact on its business, financial position, results of operations or cash flows.
Outlook
The Company reaffirms its expectation to deliver positive operating cash flow for the full year 2024, with cash generated in the first nine months more than offsetting a modest decline in the
fourth quarter. The Company reiterates its expectation to realize restructuring-related cost savings of approximately $20.0 million in full year 2024 and $35.0 million thereafter compared to full year 2023. Given persistent macroeconomic pressures
across the Company’s global footprint and increased shipping and material costs in the second half of 2024, Caesarstone now expects its full year Adjusted EBITDA loss to be in the range of $10 to $11 million.
Webcast and Conference Call Details
The Company will host a webcast and conference call today, November 13, 2024, at 8:30 a.m. ET to discuss the results, followed by a question and answer session for the investment community. The
live webcast can be accessed through the Investor Relations section of the Company’s website at ir.caesarstone.com. For those unable to access the webcast, the conference call will be accessible domestically or internationally, by dialing
1-833-816-1463 and 1-412-542-4167, respectively. The toll-free Israeli number is 1 80 921 3284. Upon dialing in, please request to join the Caesarstone Third Quarter 2024 Earnings Conference Call.
To listen to a telephonic replay of the conference call, dial toll-free 1-844-512-2921 or +1-412-317-6671 (international) and enter pass code 10192828. The replay will be available beginning at
12:30 p.m. ET on Wednesday, November 13, 2024 and will last through 11:59 p.m. ET on Wednesday, November 20, 2024.
About Caesarstone
Caesarstone is a global leader of premium surfaces, specializing in countertops that create dynamic spaces of inspiration in the heart of the home. Established in 1987, its multi-material portfolio of over 100 colors
combines the company’s innovative technology with its powerful design passion. Spearheading high-quality, sustainable surfaces, Caesarstone delivers functional resilience with timeless beauty, for a vast range of applications, including kitchen
countertops, bathroom vanities, and more, for indoor and outdoor spaces.
Since it pioneered quartz countertops over thirty years ago, the brand has expanded into porcelain and natural stone and is on the ground in more than 50 countries worldwide while enhancing customer experience through
the expansion of groundbreaking digital platforms & services. More information on Caesarstone: caesarstoneus.com, Facebook, LinkedIn and Instagram
The Company has filed its annual report on Form 20-F for the year ended December 31, 2023 with the U.S. securities and exchange commission (“SEC”) and can be accessed on its website.
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 goals and plans, intentions, expectations, assumptions, goals and beliefs regarding the Company’s business. Actual results may differ materially from those projections and
estimates due to various risks and uncertainties, both known or unknown. These factors include, but are not limited to: the effects of global and regional economy and geo-politics on the Company’s business and operations including the length,
duration and impact of the war in Israel, the Houthi’s disruption to the movement of goods in the Red Sea and trade disruptions such as Turkey’s decision not to trade with Israel; the outcome of silicosis and other bodily injury claims, and the
availability relevant insurance; regulatory changes and requirements relating to the manufacturing and fabrication of our products; the outcome of our restructuring efforts, of the closure of the Sdot Yam and Richmond Hill Facilities, the estimated
closure costs and the estimated potential savings relating to said closures, the ability to sell or sublease all or part of these facilities; our ability to effectively collaborate with production business partners; our R&D and product
introduction efforts, managing constraints in the global supply chain and effectively procuring raw materials and goods as well as fluctuations in their price; our ability to protect our brand, technology and intellectual property, as well as our
freedom to operate; competitive pressures; disruptions to our information technology systems, fluctuations in currency exchange rates against the U.S. dollar; our ability to successfully integrate our acquisitions; our ability to meet ESG goals and
targets; and other 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 6, 2024, 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.
Investor Relations:
ICR, Inc. - Rodny Nacier
CSTE@icrinc.com
+1 (646) 200-8870
|
Caesarstone Ltd. and its subsidiaries
Condensed consolidated balance sheets
|
|
As of
|
||||||||
|
U.S. dollars in thousands
|
September 30, 2024
|
December 31, 2023
|
||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents and short-term bank deposits
|
$
|
114,077
|
$
|
91,123
|
||||
|
Trade receivables, net
|
57,825
|
66,888
|
||||||
|
Other accounts receivable and prepaid expenses (*)
|
79,828
|
25,489
|
||||||
|
Inventories
|
111,487
|
136,446
|
||||||
|
Total current assets
|
363,217
|
319,946
|
||||||
|
LONG-TERM ASSETS:
|
||||||||
|
Severance pay fund
|
1,632
|
1,994
|
||||||
|
Deferred tax assets, net
|
3,538
|
3,061
|
||||||
|
Long-term deposits and prepaid expenses
|
5,258
|
4,961
|
||||||
|
Operating lease right-of-use assets
|
119,349
|
120,156
|
||||||
|
Property, plant and equipment, net (*)
|
78,091
|
123,480
|
||||||
|
Intangible assets, net
|
4,268
|
6,257
|
||||||
|
Total long-term assets
|
212,136
|
259,909
|
||||||
|
Total assets
|
$
|
575,353
|
$
|
579,855
|
||||
|
LIABILITIES AND EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Short-term bank credit
|
$
|
5,025
|
$
|
5,118
|
||||
|
Trade payables
|
45,452
|
42,848
|
||||||
|
Related parties
|
225
|
257
|
||||||
|
Short term legal settlements and loss contingencies
|
34,545
|
16,106
|
||||||
|
Accrued expenses and other liabilities
|
57,346
|
56,894
|
||||||
|
Total current liabilities
|
142,593
|
121,223
|
||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Long-term bank and other loans
|
635
|
2,549
|
||||||
|
Legal settlements and loss contingencies long-term and other liabilities
|
10,831
|
11,814
|
||||||
|
Deferred tax liabilities, net
|
2,810
|
3,006
|
||||||
|
Long-term lease liabilities
|
110,132
|
114,146
|
||||||
|
Accrued severance pay
|
3,039
|
3,065
|
||||||
|
Long-term warranty provision
|
965
|
1,204
|
||||||
|
Total long-term liabilities
|
128,412
|
135,784
|
||||||
|
REDEEMABLE NON-CONTROLLING INTEREST
|
3,751
|
7,789
|
||||||
|
EQUITY:
|
||||||||
|
Ordinary shares
|
371
|
371
|
||||||
|
Treasury shares - at cost
|
(39,430
|
)
|
(39,430
|
)
|
||||
|
Additional paid-in capital
|
166,066
|
164,456
|
||||||
|
Capital fund related to non-controlling interest
|
(5,587
|
)
|
(5,587
|
)
|
||||
|
Accumulated other comprehensive income (loss), net
|
(5,986
|
)
|
(8,402
|
)
|
||||
|
Retained earnings
|
185,163
|
203,651
|
||||||
|
Total equity
|
300,597
|
315,059
|
||||||
|
Total liabilities and equity
|
$
|
575,353
|
$
|
579,855
|
||||
|
(*) In Q2'24 we reclassified $ 41.3M from fixed assets to held for sale assets in accordance with ASC360.
|
|
Caesarstone Ltd. and its subsidiaries
Condensed consolidated statements of income (loss)
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
|
U.S. dollars in thousands (except per share data)
|
2024
|
2023
|
2024
|
2023
|
||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Revenues
|
$
|
107,634
|
$
|
142,394
|
$
|
345,358
|
$
|
436,706
|
||||||||
|
Cost of revenues
|
86,268
|
115,205
|
267,671
|
368,047
|
||||||||||||
|
Gross profit
|
21,366
|
27,189
|
77,687
|
68,659
|
||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Research and development
|
1,192
|
1,242
|
3,504
|
3,837
|
||||||||||||
|
Sales and Marketing
|
21,126
|
20,398
|
66,048
|
62,458
|
||||||||||||
|
General and administrative
|
7,891
|
12,144
|
28,208
|
39,322
|
||||||||||||
|
Restructuring and Impairment expenses (income) related to long lived assets (*)
|
(6,846
|
)
|
(3,349
|
)
|
(6,756
|
)
|
20,224
|
|||||||||
|
Legal settlements and loss contingencies, net
|
2,077
|
(1,259
|
)
|
5,613
|
(2,346
|
)
|
||||||||||
|
Total operating expenses
|
25,440
|
29,176
|
96,617
|
123,495
|
||||||||||||
|
Operating loss
|
(4,074
|
)
|
(1,987
|
)
|
(18,930
|
)
|
(54,836
|
)
|
||||||||
|
Finance income, net
|
(297
|
)
|
(1,292
|
)
|
(2,851
|
)
|
(4,816
|
)
|
||||||||
|
Loss before taxes
|
(3,777
|
)
|
(695
|
)
|
(16,079
|
)
|
(50,020
|
)
|
||||||||
|
Tax expenses, net
|
451
|
83
|
2,442
|
7,332
|
||||||||||||
|
Net loss
|
$
|
(4,228
|
)
|
$
|
(778
|
)
|
$
|
(18,521
|
)
|
$
|
(57,352
|
)
|
||||
|
Net loss (income) attributable to non-controlling interest
|
6
|
(109
|
)
|
33
|
217
|
|||||||||||
|
Net loss attributable to controlling interest
|
$
|
(4,222
|
)
|
$
|
(887
|
)
|
$
|
(18,488
|
)
|
$
|
(57,135
|
)
|
||||
|
Basic net loss per ordinary share (**)
|
$
|
(0.12
|
)
|
$
|
(0.03
|
)
|
$
|
(0.54
|
)
|
$
|
(1.67
|
)
|
||||
|
Diluted net loss per ordinary share (**)
|
$
|
(0.12
|
)
|
$
|
(0.03
|
)
|
$
|
(0.54
|
)
|
$
|
(1.67
|
)
|
||||
|
Weighted average number of ordinary shares used in computing basic loss per ordinary share
|
34,539,160
|
34,522,015
|
34,536,601
|
34,515,291
|
||||||||||||
|
Weighted average number of ordinary shares used in computing diluted loss per ordinary share
|
34,539,160
|
34,522,015
|
34,536,601
|
34,515,291
|
||||||||||||
|
(*) Including long-lived assets impairment and restructuring expenses related to plants closure. Q3'24 mainly includes capital gain related to sale of undeveloped land in the Richmond Hill plant.
|
|
(**) The numerator for the calculation of net loss per share for the three and nine months ended September 30, 2023, has been decreased
|
|
by approximately $0.1 and $0.4 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
|
|
Nine months ended September 30,
|
||||||||
|
U.S. dollars in thousands
|
2024
|
2023
|
||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$
|
(18,521
|
)
|
$
|
(57,352
|
)
|
||
|
Adjustments required to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
|
Depreciation and amortization
|
12,923
|
22,711
|
||||||
|
Share-based compensation expense
|
1,610
|
556
|
||||||
|
Accrued severance pay, net
|
334
|
(290
|
)
|
|||||
|
Changes in deferred tax, net
|
(545
|
)
|
2,878
|
|||||
|
Capital loss
|
44
|
83
|
||||||
|
Legal settlemnets and loss contingencies, net
|
5,613
|
(2,346
|
)
|
|||||
|
Decrease in trade receivables
|
9,037
|
2,725
|
||||||
|
Decrease in other accounts receivable and prepaid expenses
|
2,504
|
8,359
|
||||||
|
Decrease in inventories
|
25,975
|
91,329
|
||||||
|
Increase (decrease) in trade payables
|
1,487
|
(25,775
|
)
|
|||||
|
Decrease in warranty provision
|
(431
|
)
|
(72
|
)
|
||||
|
Changes in right of use assets
|
1,312
|
(1,206
|
)
|
|||||
|
Changes in lease liabilities
|
(3,611
|
)
|
(8,134
|
)
|
||||
|
Increase (decrease) in accrued expenses and other liabilities including related parties
|
4,010
|
(354
|
)
|
|||||
|
Restructuring expenses (income) and Impairment related to long lived assets
|
(6,756
|
)
|
20,224
|
|||||
|
Net cash provided by operating activities
|
34,985
|
53,336
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Net cash paid for acquisitions
|
(2,055
|
)
|
(511
|
)
|
||||
|
Purchase of property, plant and equipment
|
(8,243
|
)
|
(8,718
|
)
|
||||
|
Proceeds from sale of property, plant and equipment
|
65
|
16
|
||||||
|
Maturity of marketable securities
|
-
|
6,103
|
||||||
|
Increase in long term deposits
|
(226
|
)
|
(108
|
)
|
||||
|
Net used in investing activities
|
(10,459
|
)
|
(3,218
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Changes in short-term bank credits and long-term loans, including related parties
|
(1,973
|
)
|
(24,063
|
)
|
||||
|
Net cash used in financing activities
|
(1,973
|
)
|
(24,063
|
)
|
||||
|
Effect of exchange rate differences on cash and cash equivalents
|
401
|
(50
|
)
|
|||||
|
Increase (decrease) in cash and cash equivalents and short-term bank deposits
|
22,954
|
26,005
|
||||||
|
Cash and cash equivalents and short-term bank deposits at beginning of the period
|
91,123
|
52,081
|
||||||
|
Cash and cash equivalents and short-term bank deposits at end of the period
|
$
|
114,077
|
$
|
78,086
|
||||
|
Non - cash investing:
|
||||||||
|
Changes in trade payables balances related to purchase of fixed assets
|
(311
|
)
|
(104
|
)
|
||||
|
Caesarstone Ltd. and its subsidiaries
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
|
U.S. dollars in thousands
|
2024
|
2023
|
2024
|
2023
|
||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Reconciliation of Gross profit to Adjusted Gross profit:
|
||||||||||||||||
|
Gross profit
|
$
|
21,366
|
$
|
27,189
|
$
|
77,687
|
$
|
68,659
|
||||||||
|
Share-based compensation expense (a)
|
42
|
16
|
78
|
153
|
||||||||||||
|
Amortization of assets related to acquisitions
|
70
|
71
|
212
|
215
|
||||||||||||
|
Residual operating expenses (income) related to closed plants after closing
|
(36
|
)
|
1,011
|
576
|
2,795
|
|||||||||||
|
Other non recuring items
|
(152
|
)
|
(152
|
)
|
41
|
(152
|
)
|
|||||||||
|
Adjusted Gross profit (Non-GAAP)
|
$
|
21,290
|
$
|
28,135
|
$
|
78,594
|
$
|
71,670
|
||||||||
|
(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 September 30,
|
Nine months ended September 30,
|
|||||||||||||||
|
U.S. dollars in thousands
|
2024
|
2023
|
2024
|
2023
|
||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Reconciliation of Net Loss to Adjusted EBITDA:
|
||||||||||||||||
|
Net loss
|
$
|
(4,228
|
)
|
$
|
(778
|
)
|
$
|
(18,521
|
)
|
$
|
(57,352
|
)
|
||||
|
Finance income, net
|
(297
|
)
|
(1,292
|
)
|
(2,851
|
)
|
(4,816
|
)
|
||||||||
|
Taxes on income
|
451
|
83
|
2,442
|
7,332
|
||||||||||||
|
Depreciation and amortization
|
4,437
|
7,472
|
13,379
|
22,711
|
||||||||||||
|
Legal settlements and loss contingencies, net (a)
|
2,077
|
(1,259
|
)
|
5,613
|
(2,346
|
)
|
||||||||||
|
Contingent consideration adjustment related to acquisition
|
28
|
75
|
(53
|
)
|
240
|
|||||||||||
|
Share-based compensation expense (b)
|
525
|
61
|
1,610
|
556
|
||||||||||||
|
Restructuring expenses (income) and Impairment related to long lived assets (c)
|
(6,911
|
)
|
(3,349
|
)
|
(6,821
|
)
|
20,224
|
|||||||||
|
Residual operating expenses (income) related to closed plants after closing
|
(36
|
)
|
1,011
|
1,606
|
2,795
|
|||||||||||
|
Other non recuring items
|
(152
|
)
|
(152
|
)
|
41
|
(152
|
)
|
|||||||||
|
Adjusted EBITDA (Non-GAAP)
|
$
|
(4,106
|
)
|
$
|
1,872
|
$
|
(3,555
|
)
|
$
|
(10,808
|
)
|
|||||
|
(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)
|
Including long-lived assets impairment and restructuring expenses related to plants closure. Q3'24 also includes capital gain related to sale of undeveloped land in the Richmond Hill plant.
|
|||||||||
|
Caesarstone Ltd. and its subsidiaries
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
|
U.S. dollars in thousands (except per share data)
|
2024
|
2023
|
2024
|
2023
|
||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Reconciliation of net loss attributable to controlling interest to adjusted net loss attributable to controlling interest:
|
||||||||||||||||
|
Net loss attributable to controlling interest
|
$
|
(4,222
|
)
|
$
|
(887
|
)
|
$
|
(18,488
|
)
|
$
|
(57,135
|
)
|
||||
|
Legal settlements and loss contingencies, net (a)
|
2,077
|
(1,259
|
)
|
5,613
|
(2,346
|
)
|
||||||||||
|
Contingent consideration adjustment related to acquisition
|
28
|
75
|
(53
|
)
|
240
|
|||||||||||
|
Amortization of assets related to acquisitions, net of tax
|
534
|
582
|
1,603
|
1,608
|
||||||||||||
|
Share-based compensation expense (b)
|
525
|
61
|
1,610
|
556
|
||||||||||||
|
Acquisition and integration related expenses
|
-
|
-
|
-
|
-
|
||||||||||||
|
Non cash revaluation of lease liabilities (c)
|
344
|
(2,092
|
)
|
(3,016
|
)
|
(5,094
|
)
|
|||||||||
|
Restructuring expenses (income) and Impairment related to long lived assets (d)
|
(6,911
|
)
|
(3,349
|
)
|
(6,821
|
)
|
20,224.00
|
|||||||||
|
Residual operating expenses (income) related to closed plants after closing
|
(36
|
)
|
1,011
|
1,606
|
2,795
|
|||||||||||
|
Other non recuring items
|
(152
|
)
|
(152
|
)
|
41
|
(152
|
)
|
|||||||||
|
Total adjustments
|
(3,591
|
)
|
(5,123
|
)
|
583
|
17,831
|
||||||||||
|
Less tax on non-tax adjustments (e)
|
587
|
760
|
(88
|
)
|
(2,614
|
)
|
||||||||||
|
Total adjustments after tax
|
(4,178
|
)
|
(5,883
|
)
|
671
|
20,445
|
||||||||||
|
Adjusted net loss attributable to controlling interest (Non-GAAP)
|
$
|
(8,400
|
)
|
$
|
(6,770
|
)
|
$
|
(17,817
|
)
|
$
|
(36,690
|
)
|
||||
|
Adjusted loss per share (f)
|
$
|
(0.24
|
)
|
$
|
(0.20
|
)
|
$
|
(0.51
|
)
|
$
|
(1.06
|
)
|
||||
|
(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 accordance with FASB ASC 842.
|
|||||
|
(d)
|
Including long-lived assets impairment and restructuring expenses related to plants closure. Q3'24 also includes capital gain related to sale of undeveloped land in the Richmond Hill plant.
|
|||||
|
(e)
|
Tax adjustments for the three and nine months ended September 30, 2024 and 2023, based on the effective tax rates.
|
|||||
|
(f)
|
In calculating adjusted (Non-GAAP) loss per share, the diluted weighted average number of shares outstanding excludes the 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 September 30,
|
Nine months ended September 30,
|
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||||||||||||||||
|
U.S. dollars in thousands
|
2024
|
2023
|
2024
|
2023
|
||||||||||||||||||||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
YoY % change
|
YoY % change CCB
|
||||||||||||||||||||||||||||
|
USA
|
$
|
52,388
|
$
|
65,880
|
$
|
173,206
|
$
|
211,361
|
-20.5
|
%
|
-20.5
|
%
|
-18.1
|
%
|
-18.1
|
%
|
||||||||||||||||
|
Canada
|
14,207
|
18,956
|
47,643
|
57,712
|
-25.1
|
%
|
-23.8
|
%
|
-17.4
|
%
|
-16.6
|
%
|
||||||||||||||||||||
|
Latin America
|
239
|
1,650
|
1,148
|
2,468
|
-85.5
|
%
|
-85.5
|
%
|
-53.5
|
%
|
-53.5
|
%
|
||||||||||||||||||||
|
America's
|
66,834
|
86,486
|
221,997
|
271,541
|
-22.7
|
%
|
-22.9
|
%
|
-18.2
|
%
|
-18.1
|
%
|
||||||||||||||||||||
|
Australia
|
17,443
|
27,326
|
58,518
|
79,539
|
-36.2
|
%
|
-37.7
|
%
|
-26.4
|
%
|
-25.7
|
%
|
||||||||||||||||||||
|
Asia
|
6,435
|
6,747
|
16,260
|
20,069
|
-4.6
|
%
|
6.1
|
%
|
-19.0
|
%
|
-19.2
|
%
|
||||||||||||||||||||
|
APAC
|
23,878
|
34,073
|
74,778
|
99,608
|
-29.9
|
%
|
-29.0
|
%
|
-24.9
|
%
|
-24.4
|
%
|
||||||||||||||||||||
|
EMEA
|
11,627
|
15,185
|
35,263
|
45,395
|
-23.4
|
%
|
-26.0
|
%
|
-22.3
|
%
|
-23.3
|
%
|
||||||||||||||||||||
|
Israel
|
5,295
|
6,650
|
13,320
|
20,162
|
-20.4
|
%
|
-24.5
|
%
|
-33.9
|
%
|
-33.1
|
%
|
||||||||||||||||||||
|
Total Revenues
|
$
|
107,634
|
$
|
142,394
|
$
|
345,358
|
$
|
436,706
|
-24.4
|
%
|
-24.8
|
%
|
-20.9
|
%
|
-20.7
|
%
|
||||||||||||||||