COVER PAGE
COVER PAGE - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jul. 01, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-41297 | ||
Entity Registrant Name | ESAB CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-0923837 | ||
Entity Address, Address Line One | 909 Rose Avenue 8th Floor | ||
Entity Address, City or Town | North Bethesda | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20852 | ||
City Area Code | 301 | ||
Local Phone Number | 323-9099 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | ESAB | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,625 | ||
Entity Common Stock Shares Outstanding | 60,194,601 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for its 2023 annual meeting of stockholders (the “2023 Proxy Statement”) to be filed pursuant to Regulation 14A within 120 days after the end of the Registrant’s fiscal year covered by this report. With the exception of the sections of the 2023 Proxy Statement specifically incorporated herein by reference, the 2023 Proxy Statement is not deemed to be filed as part of this Form 10-K. | ||
Entity Central Index Key | 0001877322 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Baltimore, Maryland |
Auditor Firm ID | 42 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 2,593,480 | $ 2,428,115 | $ 1,950,069 |
Cost of sales | 1,707,950 | 1,590,132 | 1,267,604 |
Gross profit | 885,530 | 837,983 | 682,465 |
Selling, general and administrative expense | 533,369 | 512,815 | 458,706 |
Restructuring and other related charges | 23,096 | 18,954 | 21,633 |
Operating income | 329,065 | 306,214 | 202,126 |
Pension settlement gain | (9,136) | (11,208) | 0 |
Interest expense (income) and other, net | 37,950 | (1,666) | (3,713) |
Income from continuing operations before income taxes | 300,251 | 319,088 | 205,839 |
Income tax expense | 69,170 | 80,409 | 45,971 |
Net income from continuing operations | 231,081 | 238,679 | 159,868 |
Loss from discontinued operations, net of taxes | (3,068) | 0 | 0 |
Net income | 228,013 | 238,679 | 159,868 |
Less: Income attributable to noncontrolling interest, net of taxes | 4,266 | 3,569 | 2,454 |
Net income attributable to ESAB Corporation | $ 223,747 | $ 235,110 | $ 157,414 |
Earnings (loss) per share - basic | |||
Income from continuing operations (in dollars per share) | $ 3.75 | $ 3.92 | $ 2.62 |
Loss on discontinued operations (in dollars per share) | (0.05) | 0 | 0 |
Net income per share (in dollars per share) | 3.70 | 3.92 | 2.62 |
Earnings (loss) per share - diluted | |||
Income from continuing operations (in dollars per share) | 3.74 | 3.92 | 2.62 |
Loss on discontinued operations (in dollars per share) | (0.05) | 0 | 0 |
Net income per share - diluted (in dollars per share) | $ 3.69 | $ 3.92 | $ 2.62 |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 228,013 | $ 238,679 | $ 159,868 |
Other comprehensive (loss) income: | |||
Foreign currency translation, net of tax (benefit) expense of $(2,930), $740 and $(1,598) | (175,719) | (72,398) | 30,903 |
Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax expense of $3,240 | 11,102 | 0 | 0 |
Defined benefit pension and other post-retirement plan activity, net of tax benefit of $1,840, $1,192 and $367 | 6,192 | 6,657 | (3,725) |
Other comprehensive (loss) income | (158,425) | (65,741) | 27,178 |
Comprehensive income | 69,588 | 172,938 | 187,046 |
Less: comprehensive income attributable to noncontrolling interest | 678 | 2,513 | 2,307 |
Comprehensive income attributable to ESAB Corporation | $ 68,910 | $ 170,425 | $ 184,739 |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Parenthetical] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation, tax expense (benefit) | $ (2,930) | $ 740 | $ (1,598) |
Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax expense | 3,240 | ||
Defined benefit pension and other post-retirement plan activity, net of tax benefit | $ 1,840 | $ 1,192 | $ 367 |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 72,024 | $ 41,209 |
Trade receivables, less allowance for credit losses of $23,471 and $23,912 | 374,329 | 383,496 |
Inventories, net | 416,829 | 420,062 |
Prepaid expenses | 56,637 | 51,949 |
Other current assets | 68,851 | 67,357 |
Total current assets | 988,670 | 964,073 |
Property, plant and equipment, net | 284,226 | 286,278 |
Goodwill | 1,529,767 | 1,532,993 |
Intangible assets, net | 517,167 | 521,434 |
Lease asset - right of use | 92,033 | 107,944 |
Other assets | 342,152 | 48,540 |
Total assets | 3,754,015 | 3,461,262 |
CURRENT LIABILITIES: | ||
Accounts payable | 316,265 | 345,480 |
Accrued liabilities | 285,310 | 251,109 |
Total current liabilities | 601,575 | 596,589 |
Long-term debt | 1,218,643 | 0 |
Other liabilities | 545,339 | 362,945 |
Total liabilities | 2,365,557 | 959,534 |
Equity: | ||
Common stock - $0.001 par value - Authorized 600,000,000; 60,094,725 and 100 shares outstanding as of December 31, 2022 and December 31, 2021, respectively | 60 | 0 |
Additional paid-in capital | 1,865,904 | 0 |
Retained earnings | 159,231 | 0 |
Former Parent's investment | 0 | 2,921,623 |
Accumulated other comprehensive loss | (674,988) | (460,888) |
Total ESAB Corporation equity | 1,350,207 | 2,460,735 |
Noncontrolling interest | 38,251 | 40,993 |
Total equity | 1,388,458 | 2,501,728 |
Total liabilities and equity | $ 3,754,015 | $ 3,461,262 |
CONSOLIDATED AND COMBINED BAL_2
CONSOLIDATED AND COMBINED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 23,471 | $ 23,912 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares outstanding (in shares) | 60,094,725 | 100 |
CONSOLIDATED AND COMBINED STA_4
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid in Capital | Retained Earnings | Former Parent’s Investment | Former Parent’s Investment Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Noncontrolling Interest Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 2,681,203 | $ (3,734) | $ 0 | $ 0 | $ 0 | $ 3,058,666 | $ (3,716) | $ (423,528) | $ 46,065 | $ (18) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 159,868 | 157,414 | 2,454 | |||||||
Distributions to noncontrolling owners | (4,297) | (4,297) | ||||||||
Other comprehensive (loss) income | 27,178 | 27,325 | (147) | |||||||
Former Parent Common stock-based award activity | 6,436 | 6,436 | ||||||||
Members' Equity, Transfers to (from) Parent, Net | (321,887) | (319,969) | (1,918) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | |||||||||
Ending balance at Dec. 31, 2020 | 2,544,767 | $ 0 | 0 | 0 | 2,898,831 | (396,203) | 42,139 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 238,679 | 235,110 | 3,569 | |||||||
Distributions to noncontrolling owners | (3,713) | (3,713) | ||||||||
Other comprehensive (loss) income | (65,741) | (64,685) | (1,056) | |||||||
Former Parent Common stock-based award activity | 6,267 | 6,267 | ||||||||
Members' Equity, Transfers to (from) Parent, Net | $ (218,531) | (218,585) | 54 | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 100 | 0 | ||||||||
Ending balance at Dec. 31, 2021 | $ 2,501,728 | $ 0 | 0 | 0 | 2,921,623 | (460,888) | 40,993 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 228,013 | 168,310 | 55,437 | 4,266 | ||||||
Distributions to noncontrolling owners | (3,420) | (3,420) | ||||||||
Other comprehensive (loss) income | (158,425) | (154,837) | (3,588) | |||||||
Former Parent Common stock-based award activity | 1,728 | 1,728 | ||||||||
Members' Equity, Transfers to (from) Parent, Net | (1,200,000) | (1,200,000) | ||||||||
Dividends declared ($0.15 per share) | (9,079) | (9,079) | ||||||||
Net Transfers from Former Parent, including Separation Adjustments | 15,726 | 4,346 | 70,643 | (59,263) | ||||||
Issuance of common stock in connection with the Separation and reclassification of Net Investment from Former Parent (in shares) | 60,034,311,000 | |||||||||
Issuance of common stock in connection with the Separation and reclassification of Net Investment from Former Parent | 0 | $ 60 | 1,849,371 | (1,849,431) | ||||||
Common stock-based award activity (in shares) | 60,414,000 | |||||||||
Common stock-based award activity | $ 12,187 | 12,187 | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 60,094,725 | 60,094,725,000 | ||||||||
Ending balance at Dec. 31, 2022 | $ 1,388,458 | $ 60 | $ 1,865,904 | $ 159,231 | $ 0 | $ (674,988) | $ 38,251 |
CONSOLIDATED AND COMBINED STA_5
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY [Parenthetical] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Other comprehensive income (loss) | $ 1,530 | $ 452 | $ 1,965 |
Dividends on common stock (in dollars per share) | $ 0.15 |
CONSOLIDATED AND COMBINED STA_6
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 228,013 | $ 238,679 | $ 159,868 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, amortization and other impairment charges | 65,978 | 75,899 | 76,644 |
Loss (gain) on sale of property, plant and equipment | 239 | (447) | (3,370) |
Pension settlement gain | (9,136) | (11,208) | 0 |
Stock-based compensation expense | 12,964 | 6,267 | 6,436 |
Deferred income tax | (20,199) | (8,644) | (14,031) |
Non-cash interest expense | 1,972 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Trade receivables, net | (8,142) | (67,850) | 27,734 |
Inventories, net | (10,066) | (117,350) | 34,839 |
Accounts payable | (28,794) | 114,502 | 7,056 |
Other operating assets and liabilities | (18,471) | 20,889 | 14,005 |
Net cash provided by operating activities | 214,358 | 250,737 | 309,181 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (40,243) | (35,584) | (40,138) |
Proceeds from sale of property, plant and equipment | 4,849 | 5,204 | 5,565 |
Acquisitions, net of cash received | (149,029) | (4,885) | 0 |
Net cash used in investing activities | (184,423) | (35,265) | (34,573) |
Cash flows from financing activities: | |||
Proceeds from borrowings on term credit facility | 1,000,000 | 0 | 0 |
Proceeds from borrowings on revolving credit facility and other | 805,881 | 673 | 0 |
Repayments of borrowings on revolving credit facility and other | (585,491) | 0 | (190) |
Payment of deferred financing fees and other | (4,706) | 0 | 0 |
Payment of deferred consideration | (1,500) | 0 | (49) |
Payment of dividends | (6,054) | 0 | 0 |
Distributions to noncontrolling interest holders | (3,420) | (3,713) | (4,297) |
Consideration to Former Parent in connection with the Separation | (1,200,000) | 0 | 0 |
Transfers from (to) Former Parent, net | 2,847 | (218,531) | (321,887) |
Net cash provided by (used in) financing activities | 7,557 | (221,571) | (326,423) |
Effect of foreign exchange rates on Cash and cash equivalents | (6,677) | (1,901) | (3,810) |
Increase (decrease) in Cash and cash equivalents | 30,815 | (8,000) | (55,625) |
Cash and cash equivalents, beginning of period | 41,209 | 49,209 | 104,834 |
Cash and cash equivalents, end of period | 72,024 | 41,209 | 49,209 |
Supplemental disclosures: | |||
Interest payments, net | 34,678 | 0 | 0 |
Income tax payments, net | $ 85,659 | $ 0 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Founded in 1904, ESAB Corporation (“ESAB” or the “Company”) is a world leader in connected fabrication technology and gas control solutions. ESAB provides its partners with advanced equipment, consumables, gas control equipment, robotics, and digital solutions. The Company’s rich history of innovative products and workflow solutions and its business system (EBX) allows the Company to realize its purpose of Shaping the world it imagines. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding. The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific. Historically, these businesses had operated as part of Enovis Corporation’s (“Former Parent” or “Enovis”) Fabrication Technologies reportable segment. The Company’s fiscal year ends December 31. The Company’s first three quarters end on the last business day of the 13th week after the end of the prior quarter. Separation from Enovis On January 31, 2022, all remaining legal entities which were part of the Fabrication Technology segment of the Former Parent along with certain entities that were part of the Corporate segment of the Former Parent became subsidiaries of ESAB through a legal entity restructuring. This reorganization resulted in the inclusion of the following entities and pension plans in ESAB for the three months ending April 1, 2022: • Certain operating entities that form the historical Fabrication Technology business. • Certain entities which historically have been a part of the Former Parent’s Corporate reportable segment, including components of the Former Parent’s legal human resources, tax and other finance functions that served the entirety of the Former Parent. • Certain entities relating to the Former Parent’s previously divested Fluid Handling businesses which hold certain asbestos assets, liabilities, costs and insurance recoveries related to the asbestos obligations of these legacy industrial businesses. Refer to Note 4, “Discontinued Operations” and Note 19, “Commitments and Contingencies” for additional information. • Certain pension plan assets and liabilities due to transfer of sponsorship of two U.S. defined benefit plans and a U.S. other post-retirement benefit plan from the Former Parent to ESAB as of March 21, 2022. Refer to Note 14, “Benefit Plans” for additional information on the benefit plans transferred to ESAB. With the exception of the operatin g entities that form the historical Fabrication Technology business, the other contributions from the Former Parent wer e not previously included in the Company’s 2019 to 2021 historical carve-out financial statements. These historical carve-out financial statements in ESAB’s Registration Statement on Form 10-12B/A filed with the SEC on March 17, 2022 (the “Form 10”), were presented on a combined basis. Such basis of accounting differences before and after the legal entity contributions may impact the comparability between periods in these Consolidated and Combined Financial Statements. ESAB Corporation, which was incorporated on May 19, 2021, became the new ultimate parent company for the Former Parent’s Fabrication Technology business and certain other corporate entities during the three months ended April 1, 2022. On April 4, 2022 (the “Distribution Date”), Colfax Corporation (“Colfax” or the “Former Parent”) completed the spin-off of Colfax’s Fabrication Technology business and certain other corporate entities as described above, through a tax-free, pro rata distribution (the “Distribution”) of 90% of the outstanding common stock of ESAB to Colfax stockholders (the “Separation”). To effect the Separation, each Colfax stockholder of record as of close of business on March 23, 2022 received one share of ESAB common stock for every three shares of Colfax common stock held on the record date. Upon completion of the Distribution, Colfax changed its name to Enovis Corporation and continued to hold 10% of the outstanding common stock of ESAB. In November 2022, Enovis sold a total of 6.0 million shares of the Company’s common stock as part of a secondary offering. After the secondary offering, Enovis no longer owned any of the Company’s outstanding common stock. In connection with the Separation, on April 4, 2022, ESAB and Enovis entered into a separation and distribution agreement as well as various other related agreements (collectively the “Agreements”) that govern the Separation and the relationships between the parties going forward, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement, and license agreement for the ESAB Business Excellence System ("EBX"). In conjunction with the Separation on April 4, 2022, the Company entered into a credit agreement (the “Credit Agreement”). The Company drew down $1.2 billion under the Credit Agreement and used these proceeds to make payments to Enovis of $1.2 billion, which was used as part of the consideration for the contribution of certain assets and liabilities to the Company by Enovis in connection with the Separation. To manage pre-existing currency rate exposures and interest risks arising from these credit facilities, during the third quarter, the Company entered into interest rate swap agreements and cross currency swap agreements, ref er to Note 15, “De bt” and Note 16, “Derivatives” for additional information. Russia and Ukraine Conflict The invasion of Ukraine by Russia and the sanctions imposed in response have increased the level of economic and political uncertainty. While ESAB continues to closely monitor the situation and evaluate options, t he Company is meeting current contractual obligations while addressing applicable laws and regulations. For the year ended December 31, 2022, Russia represented approximately 6% of the Company’s total revenue, and approxim ately $20 million in Net Income, respectively. Russia also has approximately 5% of the Company’s total net assets excluding any goodwill allocation as of December 31, 2022. In case of the disposition of the Russia business, a portion of goodw ill would nee d to be allocated and disposed of in the relative fair value attributable to the Russia busin ess. Russia has a cumulative translation loss of approximately $90 million as of December 31, 2022, which could be realized upon a transition out. The C ompany is closely monitoring developments in Ukraine and Russia. Changes in laws and regulations or other factors impacting the Company’s ability to fulfill contractual obligations could have an adverse effect on the results of operations. Basis of Presentation The accompanying Consolidated and Combined Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The combined financial statements for periods prior to the Separation were derived from Enovis’s consolidated financial statements and accounting records and prepared in accordance with GAAP for the preparation of carved-out combined financial statements. Through the date of the Separation, all revenues and costs as well as assets and liabilities directly associated with ESAB have been included in the combined financial statements. Prior to the Separation, the combined financial statements also included allocations of certain general, administrative, sales and marketing expenses from Enovis’s corporate office and from other Enovis businesses to the Company and allocations of related assets, liabilities, and the Former Parent’s investment, as applicable. The allocations were determined on a reasonable basis, however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Enovis during the applicable periods. Re lated party a llocations prior to the Separation, including the method for such allocation, are discussed further in Note 21, “Related Party Transactions.” Following the Separation, the consolidated financial statements include ESAB and its wholly-owned subsidiaries and no longer include any allocations of expenses from Enovis. Accordingly: • The Consolidated Balance Sheet as of December 31, 2022 con sists of the consolidated balances of ESAB, while the Combined Balance Sheet as of December 31, 2021 consists of t he combined balances of the former Fabrication Technology business of Enovis. • The Consolidated and Combined Statement of Operations and Statement of Comprehensive (Loss) Income for the year ended December 31, 2022 consists of the consolidated results of ESAB for the nine months ended December 31, 2022 and the combined results of the former Fabrication Technology business of Enovis and the certain entities discussed in the “Separation from Enovis” section above for the three months ended April 1, 2022. The Combined Statement of Operations and Statement of Comprehensive (Loss) Income for the years ended December 31, 2021 and 2020 consist of the combined results of the former Fabrication Technology business of Enovis. • The Consolidated and Combined Statement of Changes in Equity for the year December 31, 2022 consists of the consolidated activities of ESAB for the nine months ended December 31, 2022 and the combined activity of the former Fabrication Technology business of Enovis and the certain entities discussed in the “Separation from Enovis” section above for the three months ended April 1, 2022. The Combined Statements of Changes in Equity for the year ended December 31, 2021 and 2020 consist of the combined activity of the former Fabrication Technology business of Enovis. • The Consolidated and Combined Statement of Cash Flows for the year ended December 31, 2022 consists of the consolidated activities of ESAB for the nine months ended December 31, 2022 and the combined activity of ESAB and the former Fabrication Technology business of Enovis and the certain entities discussed in the “Separation from Enovis” section above for the three months ended April 1, 2022. The Combined Statement of Cash Flows for the years ended December 31, 2021 and 2020 consist of the combined activity of the former Fabrication Technology business of Enovis. The Consolidated and Combined Financial Statements of ESAB for the years en ded December 31, 2020 and 2021 an d the three months ended April 1, 2022 may not be indicative of the Company's results had it been a separate stand-alone entity throughout the periods presented, nor are the results stated herein indicative of what the Company's financial position, results of operations and cash flows may be in the future. Prior to the Separation, the Company was dependent on the Former Parent for all of its working capital and financing requirements under Enovis’s centralized approach to cash management and financing of its operations. With the exception of cash, cash equivalents and borrowings clearly associated with ESAB and related to the Separation, financing transactions relating to the Company during the period prior to the Separation were accounted for through the Former Parent’s investment account of the Company. Accordingly, none of Enovis’s cash, cash equivalents or debt at the corporate level has been assigned to the Company in these financial statements. Former Parent’s Investment, which included retained earnings, represented Enovis’s interest in the recorded net assets of the Company. All significant transactions between the Company and the Former Parent prior to the Separation have been included in the accompanying Financial Statements. Transactions with the Former Parent are reflected in the accompanying Consolidated and Combined Statements of Equity as “Transfers to Former Parent, net” and in the accompanying Consolidated and Combined Balance Sheets within “Former Parent’s investment”. The Consolidated and Combined Financial Statements reflect, in the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Intercompany transactions and accounts are eliminated in consolidation. The Company makes certain estimates and assumptions in preparing its Consolidated and Combined Financial Statements in accordance with U.S. generally accepted accounting principles, or “GAAP”. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the Consolidated and Combined Financial Statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates. These Consolidated and Combined Financial Statements included in this annual report have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) in conformity with GAAP, for the preparation of the Consolidated and Combined Financial Statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The Company’s Consolidated and Combined Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities or joint ventures for which the Company has a controlling financial interest or is the primary beneficiary. When protective rights, substantive rights or other factors exist, further analysis is performed in order to determine whether or not there is a controlling financial interest. The Consolidated and Combined Financial Statements reflect the assets, liabilities, revenues and expenses of consolidated subsidiaries and the noncontrolling parties’ ownership share is presented as a noncontrolling interest. All significant intercompany accounts and transactions have been eliminated. Equity Method Investments Investments accounted for under the equity method are initially recorded at the amount of the Company’s initial investment and adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. All equity investments are reviewed periodically for indications of other-than-temporary impairment, including, but not limited to, significant and sustained decreases in quoted market prices or a series of historic and projected operating losses by investees. If the decline in fair value is considered to be other-than-temporary, an impairment loss is recorded and the investment is written down to a new carrying value. Revenue Recognition The Company recognizes revenue when control of promised goods or services is transferred to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods or services. The Company provides a variety of products and services to its customers. Most of the Company’s contracts consist of a single, distinct performance obligation or promise to transfer goods or services to a customer. For contracts that include multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the stand-alone selling price of each identified performance obligation. A significant majority of our revenue relates to the shipment of off-the-shelf products that is recognized when control is transferred to the customer. On a limited basis, we have agreements with customers that have multiple performance obligations. In determining whether there are multiple performance obligations, we first assess the goods or services promised in the customer arrangement and then consider the guidance in ASC 606, Revenue from Contracts with Customers, to evaluate whether goods and services are capable of being distinct and are considered distinct within the customer arrangement. To determine whether promised goods or services are separately identifiable (i.e., whether a promise to transfer a good or service is distinct in the context of the contract), we evaluate whether the contract is to deliver (1) multiple promised goods or services or (2) a combined item that comprises the individual goods or services promised in the contract. Substantially all revenue involving development and application engineering projects consists of a single performance obligation and is recognized at a point in time. As mentioned above, a majority of revenue recognized by the Company relates to contracts with customers for standard or off-the-shelf products. As control typically transfers to the customer upon shipment of the product in these circumstances, revenue is generally recognized at that point in time. Revenue recognition and billing typically occur simultaneously for contracts recognized at a point in time. Therefore, we do not have material revenues in excess of customer billings or billings to customers in excess of recognized revenues. Refer to Note 13, “Accrued and Other Liabilities” for additional information on the Company’s contract liability balances. For service contracts, the Company recognizes revenue ratably over the period of performance as the customer simultaneously receives and consumes the benefits of the services provided. The Company applies the available practical expedient involving the existence of a significant financing component. As the Company generally does not receive payments greater than one year in advance or arrears of revenue recognition, the Company does not consider any arrangements to include financing components. The period of benefit for the Company’s incremental costs of obtaining a contract generally have less than a one-year duration; therefore, the Company applies the practical expedient available and expenses costs to obtain a contract when incurred. Taxes Collected from Customers and Remitted to Governmental Authorities The Company collects various taxes and fees as an agent in connection with the sale of products and remits these amounts to the respective taxing authorities. These taxes and fees have been presented on a net basis within Net sales in the Consolidated and Combined Statements of Operations and are recorded as a component of Accrued liabilities in the Consolidated and Combined Balance Sheets until remitted to the respective taxing authority. Research and Development Expense Research and development costs of $36.0 million, $39.7 million and $34.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, are expensed as incurred and are included in Selling, general and administrative expense in the Consolidated and Combined Statements of Operations. These amounts do not include development and application engineering costs incurred in conjunction with fulfilling customer orders and executing customer projects. Cash and Cash Equivalents Cash and cash equivalents include all financial instruments purchased with an initial maturity of three months or less. Trade Receivables Trade receivables are presented net of an allowance for credit losses. The estimate of current expected credit losses on trade receivables considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Estimated credit losses are reviewed periodically. Inventories Inventories are valued at the lower of cost or net realizable value. Fixed manufacturing overhead costs are allocated to inventory based on normal production capacity and abnormal manufacturing activities are recognized as period costs. Cost for a substantial portion of U.S. inventories is determined using the last-in, first-out method (“LIFO”). The value of inventory stated on a LIFO basis as of December 31, 2022 and 2021 was $131.1 million and $142.4 million, respecti vely. The valuation of LIFO inventories is made at the end of each year based on inventory levels and costs at that time. Cost of other inventories is determined by costing methods that approximate a first-in, first-out basis. Reserves are maintained for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. The reserve for excess and obsolete inventory was $40.1 million and $37.9 million as of December 31, 2022 and 2021, respectively. Property, Plant and Equipment Property, plant and equipment, net is stated at historical cost, which includes the fair values of such assets acquired through acquisitions. Repair and maintenance expenditures are expensed as incurred unless the repair extends the useful life of the asset. Impairment of Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company. The Company evaluates the recoverability of Goodwill and indefinite-lived intangible assets annually or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount. The annual impairment test date elected by the Company is the first day of its fourth quarter. Goodwill and indefinite-lived intangible assets are considered to be impaired when the carrying value of a reporting unit or asset exceeds its fair value. As of the annual impairment test date, the Company had three reporting units: Americas, EMEA & APAC and Gas Control Equipment (“GCE”). In the evaluation of goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting entity is less than its carrying value. If the Company determines that it is more likely than not for a reporting unit’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not for a reporting unit’s fair value to be less than its carrying value, a calculation of the reporting unit’s fair value is performed and compared to the carrying value of that reporting unit. In certain instances, the Company may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying value of a reporting unit exceeds its fair value, goodwill of that reporting unit is impaired and an impairment loss is recorded equal to the excess of the reporting unit’s carrying value over its fair value. When a quantitative impairment test is needed, the Company measures fair value of reporting units based on a present value of future discounted cash flows. The discounted cash flow models indicate the fair value of the reporting units based on the present value of the cash flows that the reporting units are expected to generate in the future. Significant estimates in the discounted cash flow models include the weighted-average cost of capital, net sales and profitability of our business. For the year ended December 31, 2022 a qualitative Goodwill impairment assessment was performed for the three reporting units. For the year ended December 31, 2021 a quantitative annual impairment test of Goodwill was performed for the GCE reporting unit while qualitative assessments were performed for the remaining two reporting units. A quantitative annual impairment test of Goodwill for each of the Company’s three reporting units was performed for the year ended December 31, 2020. All of the above tests indicated no impairment existed. Therefore, no impairment charges were recorded for the three years ended December 31, 2022. No material events that would represent impairment indicators have occurred subsequent to the performance of the 2022 annual impairment test. In the evaluation of indefinite-lived intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value. If the Company determines that it is more likely than not for the indefinite-lived intangible asset’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value, a fair value calculation is performed and compared to the carrying value of the asset. In certain instances, the Company may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company measures the fair value of its indefinite-lived intangible assets using the “relief from royalty” method. Significant estimates in this approach include projected revenues and royalty and discount rates for each trade name evaluated. At the impairment testing date, the first day of the fourth quarter, quantitative impairment tests were performed for all the indefinite-lived trade name brands for the years ended December 31, 2022, 2021 and 2020, all of which indicated no impairment existed. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Definite-lived intangible assets primarily represent acquired trade names, customer relationships, acquired technology and software license agreements. The Company uses accelerated and straight-line methods of amortization with lives ranging from ten The Company assesses its long-lived assets and definite-lived intangible assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected cash flows are less than the carrying amounts, an impairment loss equal to the difference between the carrying amount of the asset and its fair value would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. Assets held for sale are reported at the lower of the carrying amounts or fair value less cost to sell. The Company determines fair value using the discounted cash flow method or other accepted valuation techniques. The Company determined that no impairment indicators were evident during the years ended December 31, 2022, 2021 and 2020. Derivatives The Company uses derivative instruments to manage exposures to interest rates and net investment exposures. The Company does not enter into derivatives for trading or speculative purposes. All derivatives are recognized at fair value on the Company’s Consolidated and Combined Balance Sheets. The accounting for gains and losses resulting from changes in fair value depends on the use of the derivative and whether it is designated and qualifies for hedge accounting. The Company formally documents the relationship of the hedge with the hedged item as well as the risk-management strategy for all designated hedges. Both at inception and on an ongoing basis, the hedging instrument is assessed as to its effectiveness, when applicable. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, or the derivative is terminated, hedge accounting is discontinued. The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. The Company manages individual counterparty exposure by monitoring the credit rating of the counterparty and the size of financial commitments and exposures between the Company and the counterparty. Certain interest rate swap agreements are qualified and designated as cash flow hedges. The effective portion of the fair value unrealized gain or loss on cash flow hedges are reported as a component of Accumulated other comprehensive income ("AOCI") with offsetting amounts recorded in the Company’s Consolidated and Combined Balance Sheet depending on the position and the duration of the contract. The gain or loss on the derivative instrument due to the change in fair value is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. Certain cross-currency swap agreements are designated and qualify as a net investment hedge, the changes in the fair value of these instruments are recorded in AOCI in equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCI. Offsetting amounts are recorded in the Company’s Consolidated and Combined Balance Sheet depending on the position and the duration of the contract. The Company has certain foreign currency contracts which are not designated as hedges. These derivatives are held as offsets to certain balance sheet exposures. The gains or losses on these contracts are recognized in Interest expense (income) and other, net, in the Company’s Consolidated and Combined Statement of Operations. Warranty Costs Estimated expenses related to product warranties are accrued as the revenue is recognized on products sold to customers and included in Cost of sales in the Consolidated and Combined Statements of Operations. Estimates are established using historical information as to the nature, frequency, and average costs of warranty claims. Income Taxes Prior to the Separ ation, the Company’s domestic and foreign operating results were included in the income tax returns of Enovis. The Company accounted for income taxes under the separate return method. Under this approach, the Company determined its deferred tax assets and liabilities and related tax expense as if it were filing separate tax returns. The accompanying Combined Balance Sheets for the year ended December 31, 2021 did not contain current income tax payable or other long-term income tax payable liabilities, with the exception of certain unrecognized tax benefits for which ESAB could have reasonably be considered to be the primary obligor. The amounts are deemed settled with Enovis when they were due and therefore were included in Parent’s equity. The Company accounts for income taxes under ASC 740 , Income Taxes (“ASC 740”) which requires recognition of deferred income tax assets and liabilities reflecting the tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the Consolidated and Combined Financial S tatements and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets and liabilities are reported in Other assets and Other liabilities in the Consolidated and Combined Balance Sheets, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is generally recognized in Income tax expense in the period that includes the enactment date. Global Intangible Low-Taxed Income (“GILTI”) is accounted for as a current tax expense in the year the tax is incurred. Valuation allowances are recorded if it is more likely than not that some portion of the deferred income tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considers various factors, including the expected level of future taxable income and available tax planning strategies. Any changes in judgment about the valuation allowance are recorded through Income tax expense and are based on changes in facts and circumstances regarding realizability of deferred tax assets. The Company must presume that an income tax position taken in a tax return will be examined by the relevant tax authority and determine whether it is more likely than not that the tax position will be sustained upon examination based upon the technical merits of the position. An income tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Company establishes a liability for unrecognized income tax benefits for income tax positions for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority to the extent such tax positions reduce the Company’s income tax liability. The Company recognizes interest and penalties related to unrecognized income tax benefits in Income tax expense in the Consolidated and Combined Statements of Operations. Interest expense (income) and Other, Net Interest expense (income) and other, net is comprised of interest-bearing deposits of certain foreign subsidiaries, interest costs for the Company’s debt, amortization of debt issuance costs and interest income or expense of derivatives designated in hedging relationships. In addition, it is comprised of other non-operating income items, including certain pension-related activities, foreign exchange exposure on cash and intercompany positions and interest income or expense on foreign currency contracts not designated in hedging relationships. See “Foreign Currency Exchange Gains and Losses” policy below for additional information. Foreign Currency Exchange Gains and Losses The Company’s financial statements are presented in U.S. dollars. The functional currencies of the Company’s operating subsidiaries are generally the local currencies of the countries in which each subsidiary is located. Assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the balance sheet date. The amounts recorded in each year in Foreign currency translation are net of income taxes to the extent the unrealized foreign exchange is taxed currently or the underlying equity balances in the entities are not deemed to be permanently reinvested. Revenues and expenses are translated at average rates of exchange in effect during the year. Transactions in foreign currencies are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated for inclusion in the Consolidated and Combined Balance Sheets are recognized in Selling, general and administrative expense or Interest expense (income) and other, net in the Consolidated and Combined Statements of Operations for that period. The following table summarizes the Company’s net foreign transaction gains and losses included within the Consolidated and Combined Statements of Operations: Year Ended December 31, 2022 2021 2020 (In thousands) (1) Selling, general and administrative expense $ 2,597 $ 2,195 $ 788 Interest (income) expense and other, net 109 191 313 Foreign currency transaction loss (gain), net $ 2,706 $ 2,386 $ 1,101 (1) This table excludes the impact of the foreign exchange loss due to the remeasurement of the Company’s Argentinian operations, as described in the “Argentina Currency” paragraph below. Argentina Currency Argentina is deemed to have a highly inflationary economy, resulting in the remeasurement of the company’s Argentinian operations into Brazilian real, the functional currency of the Argentinian entity’s direct parent. Gains and losses from the remeasurement are recorded in the Company’s Consolidated and Combined Statements of Operations each year. For the year ended December 31, 2022 the remeasurement of the financial statements of the Company’s subsidiary operating in a highly inflationary economy has resulted in a transaction foreign exchange loss to Cost of sales of $6.6 million, Selling, general and administrative expense of $3.3 million and Interest (income) expense and other, net of $2.4 million. The impact to the Company’s Combined Statements of Operations for the years ended December 31, 2021 and 2020 were not material. Debt Issuance Costs Costs directly related to the placement of debt are capitalized and amortized to Interest expense primarily using the straight-line method over the term of the related obligation. See Note 15, “Debt” for additional discussion regarding the Company’s borrowing arrangements. Use of Estimates The Company makes certain estimates and assumptions in preparing its Consolidated and Combined Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated and Combined Financial Statements and the reported amounts of revenues and expenses for the period presented. Actual results may differ from those estimates. Reclassification Certain prior period amounts have been reclassified to conform to current year presentations, including certain items within the Consolidated and Combined Statements of Comprehensive Income. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting PronouncementsThe Company assesses the adoption impacts of recently issued accounting pronouncements on the Company’s Consolidated and Combined financial statements as well as material updates to previous assessments. There were no new material accounting standards issued or adopted in the year of 2022 that impacted the Company. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations The Company holds certain asbestos-related contingencies and insurance coverages from divested businesses for which it does not have an interest in the ongoing operations. The entities that hold these assets and liabilities became subsidiaries of the Company during the year ended December 31, 2022 in connection with the Separation. These assets and liabilities were not included in the Company’s historical Combined Financial Statements for 2021 or 2020 as the Company did not have legal title to these assets, nor was the Company the legal obligor of these liabilities. The 2022 amounts reflect income, expenses, assets and liabilities historically recorded within the Former Parent’s divested businesses that were not part of Former Parent’s Fabrication Technology segment. Refer to “Note 1, Organization and Basis of Presentation” for additional information. The Company has classified asbestos-related activity included in its Consolidated and Combined Statements of Operations, as part of Loss from discontinued operations, net of taxes. Loss from discontinued operations, net of taxes consists of Selling, general and administrative expenses o f $7.5 million net of a tax benefit of $4.4 million. See Note 19, “Commitments and Contingencies” for further information. Cash used in operating activities related to discontinued operations for the year ended December 31, 2022 was $23.1 million. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On October 14, 2022, the Company completed the acquisition of Ohio Medical, LLC, a U.S. based global leader in oxygen regulators and central gas systems, for $127 million, net of cash received. In connection with the acquisition, the Company expects to realize an additional cash tax benefit with a net present value of approximately $15 million. This acquisition expands the Company’s presence in industrial specialty gas applications and products and broadens the Company’s U.S. presence. On October 31, 2022, the Company completed the acquisition of Swift Cut Automation Limited, for $22 million, net of cash received. Swift-Cut is a provider of light industrial cutting systems and combined with ESAB provides a market-leading automated cutting portfolio. Acquisitions consummated during the year ended December 31, 2022 are accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed reported on the Consolidated Balance Sheets represent the Company’s best estimate. These amounts are based upon certain valuations and studies that have yet to be finalized and are subject to adjustment once the detailed analyses are completed within twelve months from the respective acquisition dates. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company develops, manufactures and supplies consumable welding and cutting products and equipment, as well as gas control equipment. The Company provides a wide range of products with innovative technologies to solve challenges in a range of industries, including cutting, joining and automated welding. Substantially all revenue is recognized at a point in time. The Company disaggregates its revenue into the following product groups: Year Ended December 31, 2022 2021 2020 (In thousands) Equipment $ 740,824 $ 758,267 $ 607,504 Consumables 1,852,656 1,669,848 1,342,565 Total $ 2,593,480 $ 2,428,115 $ 1,950,069 The sales mix in the above table is relatively consistent across both reportable segments. The consumables product grouping generally has less production complexity and shorter production cycles than equipment products. Given the nature of the business, the total amount of unsatisfied performance obligations with an original contract duration of greater than one year as of December 31, 2022 is immaterial. In some circumstances, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of December 31, 2022, 2021 and 2020, total contract liabilities were $25.9 million, $22.3 million and $21.6 million, respectively, and are included in Accrued liabilities on the Consolidated and Combined Balance Sheets. During the years ended December 31, 2022 and 2021, substantially all amounts included in the contract liability balance at the beginning of the respective year were recognized as revenue in the following year. Allowance for Credit Losses A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Consolidated and Combined Balance Sheets is as follows: Year Ended December 31, 2022 Balance at Charged to Expense, net Write-Offs and Deductions Foreign Balance at (In thousands) Allowance for credit losses $ 23,912 $ 4,526 $ (4,978) $ 11 $ 23,471 |
Earnings per Share from Continu
Earnings per Share from Continuing Operations | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share from Continuing Operations | Earnings per Share from Continuing Operations The Company has unvested share-based payment awards with a right to receive non-forfeitable dividends which are considered participating securities. The Company allocates earnings to participating securities and computed earnings per share using the two-class method as follows: Year Ended December 31, 2022 2021 2020 (In thousands, except share and per share data) Computation of earnings per share from continuing operations - basic: Income from continuing operations attributable to ESAB Corporation (1) $ 226,815 $ 235,110 $ 157,414 Less: distributed and undistributed earnings allocated to nonvested shares (1,600) — — Income from continuing operations attributable to common stockholders $ 225,215 $ 235,110 $ 157,414 Weighted-average shares of Common stock outstanding – basic (2) 60,054,930 60,034,311 60,034,311 Income per share from continuing operations – basic $ 3.75 $ 3.92 $ 2.62 Computation of earnings (loss) per share from continuing operations - diluted: Income from continuing operations attributable to common stockholders $ 225,215 $ 235,110 $ 157,414 Weighted-average shares of Common stock outstanding – basic (2) 60,054,930 60,034,311 60,034,311 Net effect of potentially dilutive securities (3) 98,129 — — Weighted-average shares of Common stock outstanding – dilution 60,153,059 60,034,311 60,034,311 Net income per share from continuing operations – diluted $ 3.74 $ 3.92 $ 2.62 (1) Net income from continuing operations attributable to ESAB Corporation for the respective periods is calculated using Net income from continuing operations, less Income attributable to noncontrolling interest, net of taxes, o f $4.3 million , $3.6 million and $2.5 million for the years ended December 31, 2022, 2021 and 2020 respectively. (2) The total number of shares outstanding on April 4, 2022 was 60,034,311 which is being utilized for the calculation of both basic and diluted earnings per share for the years ended December 31, 2021 and December 31, 2020 as no ESAB common stock equivalents were outstanding prior to the Separation. (3) Potentially dilutive securities include stock options, performance-based restricted stock units and non performance-based restricted stock units. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Separation from Enovis Prior to the Separation, our operating results were included in the Former Parent’s various consolidated U.S. federal and certain state income tax returns, as well as certain non-U.S. returns. For periods prior to the Separation, our combined financial statements reflect Income tax expense and deferred tax balances as if we had filed tax returns on a standalone basis separate from the Former Parent. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if we were a separate taxpayer and a standalone enterprise for the periods prior to the Separation. For periods prior to the Separation, our pretax operating results include any transactions with the Former Parent as if it were an unrelated party. In connection with the Separation, we entered into agreements with the Former Parent, including a Tax Matters Agreement. The Tax Matters Agreement distinguishes between the treatment of tax matters for “joint” filings compared to “s eparate” and “unitary state” filings prior to the Separation. “Joint” filings are returns, such as the U.S. federal return, that include operations from both Former Parent leg al entities and the Company. By contrast, “separate” filings are tax returns (primarily U.S. state returns and non-U.S. returns) that exclusively include either the Former Parent’s or the Company’s operations. “Unitary state” filings are state tax returns which may include legal entities of both the Company and the Former Parent. In accordance with the Tax Matters Agreement, the Company is liable for and has indemnified the Former Parent against all income tax liabilities involving “separate” and “unitary state” filings for periods prior to the Separation, except to the extent a unitary state filing includes a legal entity of the Former Parent and the adjustment relates to that legal entity. The Company is also liable for fifty percent of all cash taxes paid as a result of any adjustment or redetermination or otherwise in connection with any tax contest relating to any joint return. In connection with the Separation, the Company was required to enter into a transfer agreement under Section 965(h) and to become the primary obligor of the remaining installment payments associated with the Section 965 liability. The Former Parent is obligated under the Tax Matters Agreement for fifty percent of the installment obligation. Under the Separation Agreement, the Company is responsible for any tax indemnity related to the discontinued operations by the Former Parent. Income from continuing operations before income taxes and Income tax expense consisted of the following: Year Ended December 31, 2022 2021 2020 (In thousands) Income from continuing operations before income taxes: Domestic operations $ (19,234) $ 10,140 $ 14,505 Foreign operations 319,485 308,948 191,334 $ 300,251 $ 319,088 $ 205,839 Income tax expense: Current: Federal $ 8,928 $ 18,477 $ 9,262 State 2,451 1,797 921 Foreign 77,728 68,779 49,819 89,107 89,053 60,002 Deferred: Federal (7,501) (12,700) (8,698) State 358 161 (677) Foreign (12,794) 3,895 (4,656) (19,937) (8,644) (14,031) $ 69,170 $ 80,409 $ 45,971 The Company’s Income tax expense differs from the amount that would be computed by applying the U.S. federal statutory rate as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Taxes calculated at the U.S. federal statutory rate $ 63,053 $ 67,008 $ 42,820 State taxes 2,809 1,933 245 Effect of tax rates on international operations (9,010) (8,879) (572) Changes in tax reserves (350) 2,734 1,346 Non-taxable dividends — (46) (2,675) Research and development tax credits (542) (587) (1,351) Effect of U.S. taxation on international operations 310 (313) (1,634) Permanent differences, net 7,209 483 1,284 Provision to return (7,055) (7,415) 1,053 Withholding taxes 12,133 9,567 6,108 Capital gain (3,655) 12,371 — Valuation Allowance 4,503 3,737 Other (235) (184) (653) Income tax expense $ 69,170 $ 80,409 $ 45,971 The Company’s effective tax rate for each of 2022, 2021, and 2020 differs from the U.S. Federal statutory rate of 21% due to withholding taxes and permanent differences relating to foreign subsidiaries, partially offset by the favorable impact from the Company’s earnings outside the U.S. taxed at different rates than the U.S. federal statutory rate. Prior to the Separation, a portion of the Company’s income tax payable or receivable computed under the separate return method is adjusted to equity as it does not represent a liability or asset with the relevant taxing authorities since the Company activity for this period will be included as part of the Former Parent’s tax return, primarily the U.S. Federal Income Tax return, filed with taxing authorities. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. All deferred tax assets and liabilities have been classified as noncurrent and are included in Other assets and Other liabilities in the accompanying Consolidated and Combined Balance Sheets. The temporary differences that gave rise to the significant components of deferred tax assets and liabilities are presented below: December 31, 2022 2021 (In thousands) Deferred tax assets: Post-retirement benefit obligation $ 5,761 $ 4,430 Expenses currently not deductible 36,320 29,245 Net operating loss carryforward 111,497 22,374 Tax credit carryforward 10,320 — Depreciation and amortization 9,124 16,450 Inventory 5,685 138 Other 36,873 24,648 Valuation allowance (88,202) (15,465) Deferred tax assets, net $ 127,378 $ 81,820 Deferred tax liabilities: Depreciation and amortization $ (121,858) $ (135,726) Outside basis differences and other (102,336) (108,542) Total deferred tax liabilities $ (224,194) $ (244,268) Total deferred tax liabilities, net $ (96,816) $ (162,448) Deferred tax assets and liabilities have been classified as noncurrent and are included in Other assets and Other liabilities in the accompanying Consolidated and Combined Balance Sheets on a net jurisdictional basis as follows: December 31, 2022 2021 (In thousands) Other assets $ 42,860 $ 9,357 Other liabilities (139,676) (171,805) Deferred tax liability, net $ (96,816) $ (162,448) T he Company evaluates the recoverability of its deferred tax assets on a jurisdictional basis by considering whether deferred tax assets will be realized on a more likely than not basis. To the extent a portion or all of the applicable deferred tax assets do not meet the more likely tha n not threshold, a valuation allowance is recorded. During the year ended December 31, 2022, the valuation allowance increased from $15.5 million to $88.2 million with a net increase of $4.5 million recognized as an increase to Income tax expense, and a $0.6 million decrease related to changes in foreign currency rates. The increase in net operating loss carryforward, tax credit carryforward and valuation allowances was primary due to transfer from the Former Parent. In dete rmining how much of the relevant deferred tax asset could be realized on a more likely than not basis, consideration was given to tax planning strategies and, when applicable, future taxable income. The Company has U.S. Federal net operating loss carryforwa rds of $18.1 million as of December 31, 2022 expiring in years 2028 through 2036. The Comp any’s ability to use these various carryforwards to offset any taxable income generated in future tax able periods may be limited under Section 382 and other federal tax provisions. At December 31, 2022 the Company also has $424.3 million foreign net operating loss carryforwards primarily in the United Kingdom, Germany, the Netherlands and Sweden that may be subject to local tax restrictive limitations including as a result of changes in ownership. The foreign net operating losses can be carried forward indefinitely, except in applicable jurisdictions that make up less than five percent of the available net operating losses. For the year ended December 31, 2022, the Company has changed its indefinite reinvestment assertion on $57.5 million of the undistributed earnings of the Company’s foreign subsidiaries. The remaining earnings continue to be indefinitely reinvested outside the United States. The Company has assessed a total deferred tax liability of $4.5 million as of December 31, 2022 on such earnings that have not been indefinitely reinvested. This is an increase of $4.5 million as compared to the deferred tax liability as of December 31, 2021. The Company has made no provision for U.S. income taxes or additional non-U.S. taxes on certain undistributed earnings of non-U.S. subsidiaries. These earnings could become subject to additional tax if the Company were to dividend those earnings or sell the Company's interest in the non-U.S. subsidiary. The Company cannot practically determine the amount of additional taxes that might be payable on those earnings. During the first quarter of 2023, the Company began to evaluate opportunities for repatriation of certain foreign earnings and will record a withholding tax charge accordingly during 2023 of approximately $11 million. The Company records a liability for certain unrecognized income tax benefits for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority (“uncertain tax positions”). This liability for such uncertain tax positions includes the amount of benefit included in (i) its previously filed income tax returns and (ii) its financial results expected to be included in income tax returns to be filed for periods through the date of its Consolidated and Combined Financial Statements. The Company’s total unrecognized tax benefits were $20.2 million, $37.7 million and $35.2 million as of December 31, 2022, 2021 and 2020, respectively, inclusive of $5.6 million, $6.2 million and $5.2 million, respectively, of interest and penalties. The Company records interest and penalties on uncertain tax positions as a component of Income tax expense, which was a benefit of $0.7 million, expense of $0.9 million and $0.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (inclusive of associated interest and penalties): (In thousands) Balance, January 1, 2020 $ 34,014 Addition for tax positions taken in prior periods 2,785 Addition for tax positions taken in the current period 569 Reductions resulting from a lapse of applicable statute of limitations (1,827) Other, including the impact of foreign currency translation and U.S. tax rate changes (340) Balance, December 31, 2020 35,201 Addition for tax positions taken in prior periods 738 Addition for tax positions taken in the current period 2,987 Reductions related to settlements with taxing authorities (425) Reductions resulting from a lapse of applicable statute of limitations (565) Other, including the impact of foreign currency translation and U.S. tax rate changes (255) Balance, December 31, 2021 37,681 Addition for tax positions taken in prior periods 1,971 Addition for tax positions taken in the current period 1,171 Reductions related to settlements with taxing authorities (922) Transfer from Former Parent, impact of foreign currency translation and other (2,801) Other, including the impact of foreign currency translation (16,897) Balance, December 31, 2022 $ 20,203 The Company files numerous group and separate tax returns in U.S. federal and state jurisdictions, as well as international jurisdictions. The Company is routinely examined by various U.S. and non-U.S. taxing authorities. The Company is subject to audit by the U.S., various states and foreign jurisdictions. In accordance with the Tax Matters Agreement with Former Parent, the Company is the primary obligor for (i) ESAB separate company state returns for all periods; (ii) unitary state returns that include only ESAB legal entities for all period s, and (iii) ESAB separate foreign returns for all periods. The Company also has an obligation with respect to certain liabilities associated wi th unitary state tax returns that include both ESAB legal entities and Former Parent legal entities for all periods, certain liabilities associated with pre-separation joint returns, fifty percent of the remaining Section 965 installment payments, and any tax indemnity associated with discontinued operations. Pursuant to U.S. tax law, the Company will file its initial U.S. federal income tax return for the post- Separation per iod by October 2023. The IRS has not yet begun examination of the Company. The Company reviews its global tax provisions on a quarterly basis. Based on these reviews, the results of discussions and resolutions of matters with certain tax authorities, tax rulings and court decisions and the expiration of the statutes of limitations for continent tax liabilities are accrued or adjusted. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes Goodwill activity by segment for the years ended December 31, 2022 and 2021: Americas EMEA & APAC Total (In thousands) Balance, January 1, 2021 $ 522,777 $ 1,030,454 $ 1,553,231 Goodwill attributable to acquisition 4,159 — 4,159 Impact of foreign currency translation (7,782) (16,615) (24,397) Balance, December 31, 2021 519,154 1,013,839 1,532,993 Goodwill attributable to acquisitions 63,183 13,047 76,230 Impact of foreign currency translation 3,508 (82,964) (79,456) Balance, December 31, 2022 $ 585,845 $ 943,922 $ 1,529,767 The following table summarizes the Company’s Intangible assets, excluding Goodwill: December 31, 2022 2021 Gross Accumulated Gross Accumulated (In thousands) Indefinite-Lived Intangible Assets Trade names $ 180,691 $ — $ 199,484 $ — Definite-Lived Intangible Assets Customer relationships 482,499 (203,041) 448,839 (185,071) Technology 71,192 (50,005) 71,503 (49,276) Trade names 22,464 (9,412) 16,550 (8,754) Software 94,904 (74,799) 91,547 (67,888) Other intangible assets 22,800 (20,126) 22,800 (18,300) $ 874,550 $ (357,383) $ 850,723 $ (329,289) Amortization expense related to intangible assets of $35.6 million, $42.1 million and $41.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, are included in the Selling, general and administrative expense in the Consolidated and Combined Statements of Operations. Expected Amortization Expense The Company’s expected annual amortization expense for intangible assets for the next five years is as follows: December 31, 2022 (In thousands) 2023 $ 33,812 2024 28,249 2025 27,204 2026 26,116 2027 21,651 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net December 31, Depreciable Life 2022 2021 (In years) (In thousands) Land n/a $ 15,839 $ 16,028 Buildings and improvements 5-40 164,472 172,835 Machinery and equipment 3-15 382,830 362,074 563,141 550,937 Accumulated depreciation (278,915) (264,659) $ 284,226 $ 286,278 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $29.5 million, $32.5 million and $32.9 million, respectively. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consisted of the following: December 31, 2022 2021 (In thousands) Raw materials $ 153,099 $ 148,376 Work in process 44,086 39,595 Finished goods 261,902 268,831 459,087 456,802 LIFO reserve (2,168) 1,129 Less: allowance for excess, slow-moving and obsolete inventory (40,090) (37,869) $ 416,829 $ 420,062 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain office spaces, warehouses, production facilities, vehicles, and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include renewal options, which can extend the lease term into the future. The Company determines the lease term by assuming options that are reasonably certain of being renewed will be exercised. Certain of the Company’s leases include rental payments adjusted for inflation. The right-of-use lease asset is recorded on the Consolidated and Combined Balance Sheets, with the current lease liability being included in Accrued liabilities and noncurrent lease liability being included in Other liabilities. Operating lease expense was $21.3 million , $23.0 million and $21.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. December 31, 2022 (In thousands) Future lease payments by year: 2023 $ 21,603 2024 16,876 2025 13,127 2026 10,502 2027 8,221 Thereafter 37,867 Total 108,196 Less: present value discount (13,369) Present value of lease liabilities $ 94,827 Weighted-average remaining lease term (in years): Operating leases 7.55 Weighted-average discount rate: Operating leases 3.5 % |
Accrued and Other Liabilities
Accrued and Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued and Other Liabilities | Accrued and Other Liabilities Accrued and Other liabilities in the Consolidated and Combined Balance Sheets consisted of the following: December 31, 2022 December 31, 2021 Current Noncurrent Current Noncurrent (In thousands) Accrued taxes and deferred tax liabilities $ 49,615 $ 161,500 $ 58,920 $ 203,760 Compensation and related benefits 74,794 57,438 74,587 62,215 Asbestos liability 30,108 230,581 — — Contract liability 25,899 — 22,265 — Lease liability 18,664 76,163 20,467 88,777 Warranty liability 12,946 — 14,954 — Third-party commissions 18,315 — 16,130 — Restructuring liability 7,533 285 7,834 275 Other 47,436 19,372 35,952 7,918 $ 285,310 $ 545,339 $ 251,109 $ 362,945 Accrued Warranty Liability A summary of the activity in the Company’s warranty liability included in Accrued liabilities in the Company’s Consolidated and Combined Balance Sheets is as follows: Year Ended December 31, 2022 2021 (In thousands) Warranty liability, beginning of period $ 14,954 $ 14,022 Accrued warranty expense 5,322 6,707 Changes in estimates related to pre-existing warranties 2,821 2,416 Cost of warranty service work performed (9,680) (7,909) Foreign exchange translation effect (471) (282) Warranty liability, end of period $ 12,946 $ 14,954 Accrued Restructuring Liability The Company’s restructuring programs include a series of actions to reduce the structural costs of the Company. A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Consolidated and Combined Balance Sheets is as follows: Year Ended December 31, 2022 Balance at Beginning of Period Charges Payments Foreign Currency Translation Balance at End of Period (In thousands) Restructuring and other related charges: Americas Termination benefits (1) $ 2,044 $ 1,970 $ (4,235) $ (14) $ (235) Facility closure costs and other (2) 50 9,451 (9,382) — 119 Subtotal 2,094 11,421 (13,617) (14) (116) Non-cash charges (2) (37) Segment Total 11,384 EMEA & APAC Termination benefits (1) 5,774 2,672 (3,391) 90 5,145 Facility closure costs (2) 241 8,205 (5,686) 29 2,789 Subtotal 6,015 10,877 (9,077) 119 7,934 Non-cash charges (2) 835 Segment Total 11,712 Total $ 8,109 22,298 $ (22,694) $ 105 $ 7,818 Non-cash charges (2) 798 Total Provision $ 23,096 (1) Includes severance and other termination benefits, including outplacement services. (2) Includes the cost of relocating associates, relocating equipment, lease termination expense, and other costs in connection with the closure and optimization of facilities and product lines. Year Ended December 31, 2021 Balance at Beginning of Period Charges Payments Foreign Currency Translation Balance at End of Period (In thousands) Restructuring and other related charges: Americas Termination benefits (1) $ 1,089 $ 5,414 $ (4,455) $ (4) $ 2,044 Facility closure costs (2) 469 5,978 (6,397) — 50 Subtotal 1,558 11,392 (10,852) (4) 2,094 Non-cash charges (2) 220 Segment Total 11,612 EMEA & APAC Termination benefits (1) 4,247 4,219 (2,641) (51) 5,774 Facility closure costs (2) 122 2,090 (1,954) (17) 241 Subtotal 4,369 6,309 (4,595) (68) 6,015 Non-cash charges (2) 1,033 Segment Total 7,342 Total $ 5,927 17,701 $ (15,447) $ (72) $ 8,109 Non-cash charges (2) 1,253 Total Provision $ 18,954 (1) Includes severance and other termination benefits, including outplacement services. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans The Company sponsors various defined benefit plans and other post-retirement benefits plans, including health and life insurance, for certain eligible employees or former employees. The Company uses December 31 st as the measurement date for all of its employee benefit plans. Prior to the Separation, the Former Parent offered both funded and unfunded noncontributory defined benefit pension plans in t he United States that were share d amongst its businesses, including the Company prior to becoming plan sponsor. The participation of the Company’s employees and retirees in this plan was as though it participated in a multiemployer plan with the Former Parent. As a result, prior to the Separation, a proportionate share of the cost associated with this defined benefit plan was allocated to the Company based on the Company’s share of total Former Parent headcount. This allocation is reflected within Interest expense (income) and other, net, in the Consolidated and Combined Statements of Operations. , while any assets and liabilities associated with this defined benefit plan were retained by the Former Parent and were not recorded on the Company’s historical Combined Financial Statements. As part of the Separation, certain U.S. defined benefit and other post-retirement plans, formerly sponsored by the Former Parent were transferred to the Company as of March 21, 2022. The transferred plans include a defined benefit pension plan with assets of $201.3 million and projected benefit liabilities of $200.7 million, one unfunded defined benefit plan with liabilities of less than $0.1 million and one other post-retirement benefit plan with liabilities of $11.7 million, all of which were recorded in the financial statements of the Former Parent at December 31, 2021. During the year ended December 31, 2022, the Company recognized a Pension settlement gain of $9.1 million related to a completed buy-out of a foreign defined benefit plan by a third party plus the merger of two Company pension plans resulting in one plan benefiting from the surplus assets in the other plan. During the year ended December 31, 2021, the Company recognized a Pension settlement gain of $11.2 million when the trustees of a Company pension plan agreed to merge the plan with another Company pension plan and contribute the plan’s surplus assets. These amounts are reflected in Pension settlement gain in the Consolidated and Combined Statements of Operations. The following table summarizes the total changes in the Company’s pension and accrued post-retirement benefits and plan assets and includes a statement of the plans’ funded status: Pension Benefits Other Post-Retirement Benefits Year Ended December 31, Year Ended December 31, 2022 2021 2022 2021 (In thousands) Change in benefit obligation: Projected benefit obligation, beginning of year $ 142,914 $ 155,914 $ 382 $ 388 Transfer from Former Parent 200,690 — 11,697 — Service cost 1,684 1,785 15 14 Interest cost 5,874 1,668 234 22 Plan amendments 862 911 — — Actuarial gain (60,148) (1,866) (2,807) (25) Foreign exchange effect (12,452) (6,653) (35) (7) Benefits paid (23,385) (8,168) (636) (10) Settlements (283) (847) — — Other 266 170 — — Projected benefit obligation, end of year $ 256,022 $ 142,914 $ 8,850 $ 382 Accumulated benefit obligation, end of year $ 253,123 $ 139,513 $ 8,850 $ 382 Change in plan assets: Fair value of plan assets, beginning of year $ 84,503 $ 73,114 $ — $ — Transfer from Former Parent 201,259 — — — Actual return on plan assets (51,266) 4,706 — — Employer contributions 5,315 5,210 636 10 Foreign exchange effect (7,583) (1,594) — — Benefits paid (23,385) (8,168) (636) (10) Settlements (1) 9,947 11,272 — — Other 260 (37) — — Fair value of plan assets, end of year $ 219,050 $ 84,503 $ — $ — Funded status, end of year $ (36,972) $ (58,411) $ (8,850) $ (382) Amounts recognized on the Consolidated and Combined Balance Sheets as of December 31: Non-current assets $ 15,701 $ 7,119 $ — $ — Current liabilities (3,025) (3,393) (824) (23) Non-current liabilities (49,648) (62,137) (8,026) (359) Total $ (36,972) $ (58,411) $ (8,850) $ (382) (1) Settlements includes gains of $9.1 million a nd $11.2 million classified as Pension settlement gain on the Company’s Consolidated Statement of Operations for the years ended December 31, 2022 and December 31, 2021, respectively. For pension plans with accumulated benefit obligations in excess of plan assets, the accumulated benefit obligation and fair value of plan assets were $201.1 million and $149.8 million, respectively, as of December 31, 2022 and $68.5 million and $5.2 million, respectively, as of December 31, 2021. For pensions plans with projected benefit obligations in excess of plan assets, the projected benefit obligation and fair value of plan assets were $206.8 million and $154.1 million, respectively, as of December 31, 2022 and $76.2 million and $10.7 million, respectively, as of December 31, 2021. The following table summarizes the changes in the Company’s foreign pension benefit obligations and plan assets, included in the table above, and includes a statement of the plans’ funded status: Foreign Pension Benefits Year Ended December 31, 2022 2021 (In thousands) Change in benefit obligation: Projected benefit obligation, beginning of year $ 141,278 $ 154,075 Service cost 1,684 1,785 Interest cost 2,161 1,646 Plan amendments 862 911 Actuarial gain (25,131) (1,787) Foreign exchange effect (12,452) (6,653) Benefits paid (8,984) (8,022) Settlements (283) (847) Other 266 170 Projected benefit obligation, end of year $ 99,401 $ 141,278 Accumulated benefit obligation, end of year $ 96,500 $ 137,876 Change in plan assets: Fair value of plan assets, beginning of year $ 84,503 $ 73,114 Actual return on plan assets (12,494) 4,706 Employer contributions 5,170 5,064 Foreign exchange effect (7,581) (1,594) Benefits paid (8,984) (8,022) Settlements 9,947 11,272 Other 260 (37) Fair value of plan assets, end of year $ 70,821 $ 84,503 Funded status, end of year $ (28,580) $ (56,775) Expected contributions to the Company’s pension and other post-employment benefit plans for the year ending December 31, 2023 are $5.2 million. The following benefit payments are expected to be paid during each respective fiscal year: Pension Benefits Other Post-Retirement Benefits All Plans Foreign Plans (In thousands) 2023 $ 22,709 $ 7,551 $ 824 2024 21,890 7,125 783 2025 21,625 7,271 779 2026 21,564 7,651 774 2027 20,830 7,388 766 2028 - 2032 96,928 37,424 3,326 The Company’s primary investment objective for its pension plan assets is to provide a source of retirement income for the plans’ participants and beneficiaries. The assets are invested with the goal of preserving principal while providing a reasonable rate of return over the long term. Diversification of assets is achieved through strategic allocations to various asset classes. Actual allocations to each asset class vary due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions, and the timing of benefit payments and contributions. The asset allocation is monitored and rebalanced as required, as frequently as on a quarterly basis in some instances. The target allocation for plan assets varies by plan and jurisdiction. The actual allocation percentages as of December 31, 2022 and 2021 are consistent with the target allocation ranges of the plans. The following are the actual allocation percentages for the Company’s pension plan assets: Actual Asset Allocation December 31, 2022 2021 U.S. Plans: Equity securities: U.S. 36 % — % International 13 % — % Fixed income 50 % — % Cash and cash equivalents 1 % — % Foreign Plans: Equity securities 4 % 23 % Fixed income securities 34 % 25 % Cash and cash equivalents 16 % 1 % Insurance contracts 34 % 38 % Investment funds (1) 12 % 13 % (1) Represents various fixed income and equity securities. A summary of the Company’s pension plan assets for each fair value hierarchy level for the periods presented follows (see Note 17, “Fai r Value Measurements” for further description of the levels within the fair value hierarchy): December 31, 2022 Measured at Net Asset Value (1) Level Level Level (In thousands) U.S. Plans: Cash and cash equivalents $ — $ 1,591 $ — $ — $ 1,591 Equity securities: U.S. large cap 31,018 — — — 31,018 U.S. small/mid cap 10,789 11,289 — — 22,078 International 18,928 — — — 18,928 Fixed income mutual funds: U.S. government and corporate 73,497 — — — 73,497 Other — 1,118 — — 1,118 Foreign Plans: Cash and cash equivalents (2) — 11,348 — — 11,348 Equity securities — 2,475 — — 2,475 Non-U.S. government and corporate bonds — 24,289 — — 24,289 Insurance contracts — — 24,236 — 24,236 Investment funds — — 8,400 — 8,400 Other — 33 39 — 72 $ 134,232 $ 52,143 $ 32,675 $ — $ 219,050 (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient (the “NAV”) have not been classified in the fair value hierarchy. These investments, consisting of common/collective trusts, are valued using the NAV provided by the Trustee. The NAV is based on the underlying investments held by the fund, that are traded in an active market, less its liabilities. These investments are able to be redeemed in the near-term. (2) The weighted-average interest crediting rates received in Cash and cash equivalents of foreign plans are immaterial relative to total plan assets. December 31, 2021 Measured at Net Asset Value Level Level Level (In thousands) Foreign Plans: Cash and cash equivalents (1) $ — $ 442 $ — $ — $ 442 Equity securities — 19,305 — — 19,305 Non-U.S. government and corporate bonds — 21,310 — — 21,310 Insurance contracts — — 32,570 — 32,570 Investment funds — — 10,836 — 10,836 Other — — 40 — 40 $ — $ 41,057 $ 43,446 $ — $ 84,503 (1) The weighted-average interest crediting rates received in Cash and cash equivalents of foreign plans are immaterial relative to total plan assets. The following table sets forth the components of net periodic benefit cost and Other comprehensive income of the Company’s defined benefit pension plans and other post-retirement employee benefit plans: Pension Benefits Other Post-Retirement Benefits Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 (In thousands) Components of Net Periodic Benefit (Income) Cost: Service cost $ 1,684 $ 1,785 $ 1,577 $ 15 $ 14 $ 8 Interest cost 5,874 1,668 2,260 234 22 16 Amortization 4,313 1,220 785 (181) — (8) Settlement gain (9,114) (11,195) — — 8 — Other 92 2 154 — — — Expected return on plan assets (11,519) (2,258) (2,397) — — — Net periodic benefit (income) cost $ (8,670) $ (8,778) $ 2,379 $ 68 $ 44 $ 16 Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: Transfer from Former Parent $ 53,134 $ — $ — $ (2,629) $ — $ — Current year net actuarial (gain) loss 949 (5,788) 6,533 (2,807) (27) 157 Current year prior service cost 862 — 95 — — — Less amounts included in net periodic benefit cost: Amortization of net (gain) loss (4,340) (1,228) (785) 181 (8) 8 Settlement/divestiture/other gain (67) — (89) — — — Amortization of prior service cost (1,067) (5) — — — — Total recognized in Other comprehensive (gain) loss $ 49,471 $ (7,021) $ 5,754 $ (5,255) $ (35) $ 165 Each component of net periodic benefit (income) cost is included in the Company’s Consolidated and Combined Statements of Operations for the years ended December 31, 2022, 2021 and 2020. Service cost is included within Selling, general and administrative expense with the non-service costs included within Interest expense (income) and other, net. Settlement gains of $9.1 million and $11.2 million are recorded within Pension settlement gain on the Company’s Consolidated Statement of Operations for the years ended December 31, 2022 and 2021, respectively. The following table sets forth the components of net periodic benefit cost and Other comprehensive income of the foreign defined benefit pension plans, included in the table above: Foreign Pension Benefits Year Ended December 31, 2022 2021 2020 (In thousands) Components of Net Periodic Benefit (Income) Cost: Service cost $ 1,684 $ 1,785 $ 1,577 Interest cost 2,161 1,646 2,218 Amortization 687 1,118 692 Settlement gain (9,114) (11,195) — Other 92 2 154 Expected return on plan assets (2,063) (2,258) (2,397) Net periodic benefit (income) cost $ (6,553) $ (8,902) $ 2,244 Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: Current year net actuarial loss (gain) $ (12,262) $ (5,710) $ 6,389 Current year prior service cost 862 — 101 Less amounts included in net periodic benefit (income) cost: Amortization of net loss (714) (1,126) (692) Settlement/divestiture/other gain (67) — (89) Amortization of prior service cost (1,067) (5) — Total recognized in Other comprehensive (gain) loss $ (13,248) $ (6,841) $ 5,709 The components of net unrecognized pension and other post-retirement benefit cost included in Accumulated other comprehensive loss in the Consolidated and Combined Balance Sheets that have not been recognized as a component of net periodic benefit cost are as follows: Pension Benefits Other Post-Retirement December 31, December 31, 2022 2021 2022 2021 (In thousands) Net actuarial loss (gain) 71,066 21,388 (5,199) 56 Prior service (income) cost (112) 95 — — Total $ 70,954 $ 21,483 $ (5,199) $ 56 The key economic assumptions used in the measurement of the Company’s pension and other post-retirement benefit obligations are as follows: Pension Benefits Other Post-Retirement December 31, December 31, 2022 2021 2022 2021 Weighted-average discount rate: All plans 4.6 % 1.9 % 5.0 % 6.6 % Foreign plans 4.3 % 1.9 % — % — % Weighted-average rate of increase in compensation levels for active foreign plans (1) 3.2 % 0.6 % — % — % (1) Weighted-average rate of increase is only applicable to plans with compensation increase assumptions. The key economic assumptions used in the computation of net periodic benefit cost are as follows: Pension Benefits Other Post-Retirement Benefits Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Weighted-average discount rate: All plans 2.2 % 1.3 % 2.0 % 2.6 % 6.0 % 7.6 % Foreign plans 1.9 % 1.3 % 1.9 % — % — % — % Weighted-average expected return on plan assets: All plans 4.8 % 3.6 % 4.1 % — % — % — % Foreign plans 3.2 % 3.6 % 4.1 % — % — % — % Weighted-average rate of increase in compensation levels for active foreign plans (1) 3.2 % 3.4 % 3.7 % — % — % — % (1) Weighted-average rate of increase is only applicable to plans with compensation increase assumptions. In determining discount rates, the Company utilizes the single discount rate equivalent to discounting the expected future cash flows from each plan using the yields at each duration from a published yield curve as of the measurement date. For measurement purposes, a weighted-average annual rate of increase in the per capita cost of covered health care benefits of 7.5% was assumed. The rate was assumed to decrease gradually to 4.1% by 2075 and remain at that level thereafter for benefits covered under the plans. The expected long-term rate of return on plan assets was based on the Company’s investment policy target allocation of the asset portfolio between various asset classes and the expected real returns of each asset class over various periods of time that are consistent with the long-term nature of the underlying obligations of these plans. The Company maintains defined contribution plans covering certain union and non-union employees. The Company’s expense for the years ended December 31, 2022, 2021 and 2020 was $8.7 million, $7.9 million and $9.8 million, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consisted of the following: December 31, 2022 (In thousands) Term loans $ 1,000,000 Revolving credit facilities 221,000 Total debt 1,221,000 Unamortized deferred financing fees (1) (2,357) Long-term debt $ 1,218,643 (1) In the Company’s Consolidated Balance sheet, $1.2 million of deferred financing fees related to the Revolving Facility are included in Other assets and $2.4 million of deferred financing fees related to the Term Facilities are recorded as a contra-liability within Long-term debt. Term Loans and Revolving Credit Facility On April 4, 2022, the Company entered into a credit agreement (as amended and restated from time-to-time, the “Credit Agreement”) in connection with the Separation. The Credit Agreement initially consisted of the following facilities; • A $750 million revolving credit facility (the “Revolving Facility”) with a maturity date of April 4, 2027 • A Term A-1 loan with an initial aggregate principal amount of $400 million (the “Term Loan A-1 Facility”), with a maturity date of April 4, 2027; and, • A $600 million 364-day senior term loan facility (the “Term Loan A-2 Facility”) with a maturity date of April 3, 2023. The Revolving Facility contains a $300 million letter of credit foreign currency sublimit and a $50 million swing line loan sub-facility. On April 4, 2022, the Company drew down $1.2 billion available under the credit facilities made up of (i) $200 million under the Revolving Facility, (ii) $400 million under the Term Loan A-1 Facility and (iii) $600 million under the Term Loan A-2 Facility. The Company used these proceeds to make payments to Enovis of $1.2 billion, which was used as part of the consideration for the contribution of certain assets and liabilities to the Company by Enovis in connection with the Separation. On June 28, 2022, the Company amended and restated the Credit Agreement by entering into Amendment No. 2 to Credit Agreement (“Credit Agreement Amendment”). The Credit Agreement Amendment provides for a $600 million term loan facility (the “Term Loan A-3 Facility” and, together with the Term Loan A-1 Facility, the “Term Facilities”, and together with the Revolving Facility, the “Facilities”) with a maturity date of April 3, 2025 to refinance the Company’s existing Term Loan A-2 Facility. Also on June 28, 2022, the Company borrowed the entire $600 million under Term Loan A-3 Facility to fund the repayment of the Term Loan A-2 Facility. The Company’s total borrowing capacity under the Credit Agreement remained unchanged. The draw-down and repayment related to these term facilities are presented net within the Consolidated and Combined Statements of Cash Flows. The Credit Agreement contains customary covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments or pay dividends. In addition, the Credit Agreement contains financial covenants requiring the Company to maintain (i) a maximum total leverage ratio of not more than 4.00:1.00, with step-downs to, commencing with the fiscal quarter ending June 30, 2023, 3.75:1.00, and commencing with the fiscal quarter ending June 30, 2024, 3.50:1.00, and (ii) a minimum interest coverage ratio of 3.00:1:00. The Credit Agreement contains various events of default (including failure to comply with the covenants under the Credit Agreement and related agreements) and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Term Facilities and the Revolving Facility. Certain U.S. subsidiaries of the Company have agreed to guarantee the obligations of the Company under the Credit Agreement. Loans made under the Term Facilities will bear interest, at the election of the Company, at either the base rate (as defined in the Credit Agreement) or at the term Secured Overnight Financing Rate (“SOFR”) rate plus an adjustment (as defined in the Credit Agreement), in each case, plus the applicable interest rate margin. Loans made under the Revolving Facility will bear interest, at the election of the Company, at either the base rate or, (i) in the case of loans denominated in dollars, the term SOFR rate plus an adjustment or the daily simple SOFR plus an adjustment, (ii) in the case of loans denominated in euros, the adjusted Euro Interbank Offered Rate (“EURIBOR”) rate and, (iii) in the case of loans denominated in sterling, Sterling Overnight Index Average (“SONIA”) plus an adjustment (as all such rates are defined in the Credit Agreement Amendment), in each case, plus the applicable interest rate margin. The applicable interest rate margin changes based upon the Company’s total leverage ratio (ranging from 1.125% to 1.750% or in the case of the base rate margin, 0.125% to 0.750%). Each swing line loan denominated in dollars will bear interest at the base rate plus the applicable interest rate margin. To manage exposures to currency exchange rates and interest rates arising in Long term debt, the Company entered into interest rate and cross currency swap agreements during the year ended December 31, 2022. Refer to Note 16, “Derivatives” for additional information. As of December 31, 2022, the weighted-average interest rate of borrowings under the Credit Agreement was 4.54%, including the net impact from the interest rate and cross currency swaps and excluding accretion of deferred financing fees, and there wa s $529 million of borrowing capacity available on the Revolving Facility. Other Indebtedness In addition to the debt agreements discussed above, the Company also has the ability to inc ur approximately $77 million of indebtedness pursuant to certain uncommitted credit lines, consisting of an uncommitted credit line that the Company currently has in place that the Company has used from time to time in the past for short-term working capital needs. The Company is party to letter of credit facilities with an aggregate capacity o f $102.9 million. Total letters of credit of $31.5 million were outstanding as of December 31, 2022. Deferred Financing Fees In total, the Company had deferred financing fees of $3.6 million included in its Consolidated and Combined Balance Sheet as of December 31, 2022, which will be charged to Interest expense (income) and other, net, using the straight-line method. The costs associated with the Term Facilities will be amortized over the contractual term of the Term Facilities and the costs associated with the Revolving Facility will be amortized over the life of the Credit Agreement. Of the $3.6 million, $1.2 million of deferred financing fees relating to the Revolving Facility are included in Other assets and $2.4 million of deferred financing fees relating to the Term Facilities are recorded as a contra-liability within Long-term debt. Contractual Maturities The contractual maturities of the Company’s debt is as follows: December 31, 2022 (in thousands) 2023 $ — 2024 — 2025 600,000 2026 — 2027 621,000 Total debt (1) $ 1,221,000 (1) Total debt excludes $3.6 million of related unamortized deferred financing fees. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company uses derivative instruments to manage exposures to currency exchange rates and interest rates arising in connection with Long-term debt and the normal course of business. The Company has established policies and procedures that govern the risk management of these exposures. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. The Company is subject to the credit risk of counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with an individual counterparty was considered significant as of December 31, 2022. The Company does not expect any counterparties to fail to meet their obligations. The Company records derivatives in the Consolidated and Combined Balance Sheets at fair value. Cash Flow Hedges On July 14, 2022, the Company entered into two interest rate swap agreements to manage interest rate risk exposure. The aggregate notional amount of these contracts is $600 million and they mature in April 2025. These interest rate swap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate of 3.293%, plus a spread, thus reducing the impact of interest-rate changes on future interest expense. The applicable spread may vary between 1.125% to 1.750%, depending on the total leverage ratio of the Company. The spread is 1.250% as of December 31, 2022. These agreements involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreement without an exchange of the underlying principal amount. The above interest rate swap agreements are designated and qualify as a cash flow hedge, and as such the gain or loss on the derivative instrument due to the change in fair value is reported as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. The Company did not have any ineffectiveness related to cash flow hedges during the year ended December 31, 2022. The cash inflows and outflows associated with the Company’s interest rate swap agreements designated as cash flow hedges are classified in cash flows from operating activities in the accompanying Consolidated and Combined Statements of Cash Flows. The Company expects a gain of $7.3 million, net of tax, related to interest rate swap agreements to be reclassified from AOCI to earnings over the next 12 months as the hedged transactions are realized. The expected gain to be reclassified is based on current forward rates in active markets as of December 31, 2022. The effects of designated cash flow hedges on the Company’s Consolidated and Combined Statements of Operations consisted of the following: Year Ended December 31, Derivative type Loss recognized in the Consolidated and Combined Statements of Operations: 2022 (In thousands) Interest rate swap agreements Interest expense (income) and other, net $ 413 Net Investment Hedges On July 22, 2022 the Company entered into two cross-currency swap agreements to partially hedge its net investment in its Euro denominated subsidiaries against adverse movements in exchange rates between the U.S. Dollar and the Euro. In addition, the cross-currency swap agreements include provisions to exchange fixed-rate payments in U.S. Dollar for fixed-rate payments in Euro and are designated and qualify as a net investment hedge. These contracts have a Euro aggregate notional amount of approximately €270 million and a U.S. Dollar aggregate notional amount of $275 million at December 31, 2022, and they mature in April 2025. The changes in the spot rate of these instruments are recorded in AOCI in equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCI. The Company uses the spot method of assessing hedge effectiveness and as such, the initial value of the hedge components excluded from the assessment of effectiveness is recognized in the Interest expense (income) and other, net line item in the Consolidated and Combined Statement of Operations under a systematic and rational method over the life of the cross-currency swap agreements. Any ineffective portions of net investment hedges are reclassified from AOCI into earnings during the period of change. The Company did not have any ineffectiveness related to net investment hedges during the year ended December 31, 2022. The cash inflows and outflows associated with the excluded components of the Company’s cross-currency swap agreements designated as net investment hedges are classified in operating activities in the accompanying Consolidated and Combined Statements of Cash Flows. The effects of the excluded components of designated net investment hedges on the Company’s Consolidated and Combined Statements of Operations consisted of the following: Year Ended December 31, Derivative type Gain recognized in the Consolidated and Combined Statements of Operations: 2022 (In thousands) Cross currency swap agreements Interest expense (income) and other, net $ (2,181) The table below shows the fair value of the derivatives recognized in the Consolidated Balance Sheet: December 31, 2022 Designated as hedging instruments Other Liabilities Other Assets (In thousands) Cross currency swap agreements $ 10,769 $ — Interest rate swap agreements — 14,342 Total $ 10,769 $ 14,342 Derivatives Not Designated as Hedging Instruments The Company has certain foreign currency contracts that are not designated as hedges. As of December 31, 2022 and December 31, 2021, the Company had foreign currency contracts related to purchases and sales with notional values of $260.0 million and $180.8 million, respectively. The Company recognized the following in its Consolidated and Combined Financial Statements related to its derivative instruments not designated in a hedging relationship: Year Ended December 31, Foreign currency contracts 2022 2021 2020 (In thousands) Change in unrealized gains 1,338 177 1,426 Realized loss (1) (17,601) (5,631) (469) (1) The year ended December 31, 2022 includes realized losses relating to certain corporate entities contributed to ESAB Corporation which are reflected within Interest expense (income) and other, net, in the Consolidated and Combined Statements of Operations. See Note 1, “Organization and Basis of Presentation” for additional details. These realized losses are offset by unrealized gains which are also reflected within Interest expense (income) and other, net, in the Consolidated and Combined Statements of Operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy based on the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level One: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level Two: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level Three: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values of financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows (see Note 14, “Benefit Plan s” for classification of the assets of the Company’s benefit plans within the fair value hierarchy): December 31, 2022 Level Level Level Total (In thousands) Assets: Cash equivalents $ 8,195 $ — $ — $ 8,195 Foreign currency contracts - not designated as hedges (1) — 3,682 — 3,682 Interest rate swap agreements — 14,342 — 14,342 Deferred compensation plans — 2,501 — 2,501 $ 8,195 $ 20,525 $ — $ 28,720 Liabilities: Foreign currency contracts - not designated as hedges (2) $ — $ 2,166 $ — $ 2,166 Cross currency swap agreements — 10,769 — 10,769 Deferred compensation plans — 2,501 — 2,501 $ — $ 15,436 $ — $ 15,436 (1) Included within Other Current Assets in the Consolidated Balance Sheet. (2) Included within Accrued Liabilities in the Consolidated Balance Sheet. December 31, 2021 Level Level Level Total (In thousands) Assets: Cash equivalents $ 8,133 $ — $ — $ 8,133 Foreign currency contracts - not designated as hedges (1) — 2,487 — 2,487 $ 8,133 $ 2,487 $ — $ 10,620 Liabilities: Foreign currency contracts - not designated as hedges (2) $ — $ 2,309 $ — $ 2,309 (1) Included within Other Current Assets in the Consolidated Balance Sheet. (2) Included within Accrued Liabilities in the Consolidated Balance Sheet. The Company’s cash equivalents consist of investments in interest-bearing deposit accounts and money market mutual funds which are valued based on quoted market prices. The fair value of these investments approximate cost due to their short-term maturities and the high credit quality of the issuers of the underlying securities. The Company measures the fair value of foreign currency contracts, cross currency swap agreements and interest rate swap agreements using Level Two inputs based on observable spot and forward rates in active markets. Additionally, the fair value of derivatives designated in hedging relationships includes a credit valuation adjustment to appropriately incorporate nonperformance risk for the Company and the respective counterparty. For the year ended December 31, 2022, the impact of the credit valuation adjustment on the Company’s derivatives is immaterial. Refer to Note 16, “Derivatives” for additional information. There were no transfers in or out of Level One, Two or Three during the years ended December 31, 2022 and 2021. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable. Concentrations of credit risk are considered to exist when there are amounts collectible from multiple counterparties with similar characteristics, which could cause their ability to meet contractual obligations to be similarly impacted by economic or other conditions. The Company performs credit evaluations of its customers prior to delivery or commencement of services and normally does not require collateral. Letters of credit are occasionally required when the Company deems n ecessary. There are no customers which represent more than 10% of the Company’s Accounts receivable, net as of December 31, 2022 and 2021. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Equity Accumulated Other Comprehensive Loss The following table presents the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020. All amounts are net of tax and noncontrolling interest, if any. Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Loss on Net Investment Hedges Gain on Cash Flow Hedges Total (In thousands) Balance at January 1, 2020 $ (23,887) $ (399,641) $ — $ — $ (423,528) Other comprehensive income (loss) before reclassifications: — Net actuarial loss (4,328) — — — (4,328) Foreign currency translation adjustment (1,791) 32,816 — — 31,025 Other comprehensive (loss) income before reclassifications (6,119) 32,816 — — 26,697 Amounts reclassified from Accumulated other comprehensive loss (1) 628 — — — 628 Net current period Other comprehensive (loss) income (5,491) 32,816 — — 27,325 Balance at December 31, 2020 (29,378) (366,825) — — (396,203) Other comprehensive income (loss) before reclassifications: — Net actuarial gain 7,479 — — — 7,479 Foreign currency translation adjustment 1,534 (72,867) — — (71,333) Other comprehensive (loss) income before reclassifications 9,013 (72,867) — — (63,854) Amounts reclassified from Accumulated other comprehensive loss (1) (831) — — — (831) Net current period Other comprehensive (loss) income 8,182 (72,867) — — (64,685) Balance at December 31, 2021 (21,196) (439,692) — — (460,888) Other comprehensive income (loss) before reclassifications: Amounts contributed by Former Parent (2) (50,504) (8,759) — — (59,263) Net actuarial gain 113 — — — 113 Foreign currency translation adjustment 1,712 (82,351) (8,336) — (88,975) Loss on long-term intra-entity foreign currency transactions — (83,105) — — (83,105) Unrealized gain on cash flow hedges — — — 10,782 10,782 Other comprehensive (loss) income before reclassifications (48,679) (174,215) (8,336) 10,782 (220,448) Amounts reclassified from Accumulated other comprehensive loss (1)(3) 6,028 — — 320 6,348 Net current period Other comprehensive (loss) income (42,651) (174,215) (8,336) 11,102 (214,100) Balance at December 31, 2022 $ (63,847) $ (613,907) $ (8,336) $ 11,102 $ (674,988) (1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost. See Note 14, “Benefit Plans” for additional details. (2) Includes unrecognized pension and other post-retirement costs and accumulated currency translation adjustments of certain entities which were part of the Corporate segment of the Former Parent and were transferred to ESAB Corporation in anticipation of the Separation. Please see Note 1, “Organization and Basis of Presentation” for more information on the entities contributed from the Former Parent. (3) During the year ended December 31, 2022, the amount on this line within the Gain on Cash Flow Hedges column is a component of Interest expense (income) and other, net. See Note 16, “Derivatives”, for additional details. During the years ended December 31, 2022, 2021 and 2020, Noncontrolling interest decreased by $3.6 million, $1.1 million and $0.1 million, respectively, as a result of Other comprehensive loss, primarily due to foreign currency translation adjustments. Share-Based Payments Prior to the Separation, the Company had no stock-based compensation plans; however, certain employees of the Company participated in the Former Parent’s stock-based compensation plans which provided for the grants of stock options and restricted stock units (“RSUs”). Prior to the Separation, the Former Parent allocated stock-based compensation expense to the Company based on ESAB employees participating in Former Parent plans. This is reflected in the accompanying Consolidated and Combined Statements of Operations and Comprehensive Income for the period prior to the Separation. Prior to the Separation, in addition to stock compensation expense related to direct employees of the Company, stock compensation expense related to certain corporate employees of the Former Parent was allocated to the Company based on the Company’s proportional share of total Former Parent revenues. For the three months ended April 1, 2022, $0.7 million of stock-based compensation expense was allocated to the Company. For the years ended December 31, 2021 and 2020, $2.6 million and $3.0 million, respectively, was allocated to the Company. Following the Separation, the company independently incurs stock compensation expenses as a stand-alone company. In connection with the Separation, the Company adopted the 2022 Omnibus Incentive Plan (the “Stock Plan”) that became effective upon the Separation. Outstanding equity awards of the Former Parent held by ESAB employees at the Separation date were converted into or replaced with awards of ESAB common stock under the Stock Plan, with the intent to maintain the economic value of the equity awards immediately before and after the Distribution. The terms of the equity awards period, exercisability and vesting schedule, as applicable, generally continued unchanged. Other than converted or replacement equity awards of ESAB issued in replacement of the Former Parent’s restricted stock units (“RSUs”) and stock options, the terms of the converted or replacement equity awards of ESAB (e.g. vesting date and expiration date) continued unchanged. The Company measures and recognizes compensation expense related to share-based payments based on the fair value of the instruments issued. Stock-based compensation expense is generally recognized as a component of Selling, general and administrative expense in the Consolidated and Combined Statements of Operations. As of December 31, 2022 , the Company had $19.0 million of unrecognized compensation expense related to stock-based awards that will be recognized over a weighted-average period of 2.30 years. Stock Options Under the Stock Plan, the Company may grant options to purchase common stock, with a maximum term of 10 years at a purchase price equal to the market value of the Company’s common stock on the date of grant. Stock-based compensation expense for stock option awards is based upon the grant-date fair value using the Black-Scholes option pricing model. The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the entire award. For the year ended December 31, 2022 the Stock-based compensation expense for the stock option awards was $1.8 million . Restricted Stock Units During the year ended December 31, 2022, the Company granted certain employees performance-based restricted stock units (“PRSUs”), the vesting of which is fully based on company specific profit performance metrics over a three-year performance period. The awards also have a service requirement that equals the respective performance periods. These PRSUs are valued at the market value of a share of Common stock on the date of grant taking into consideration the probability of achieving the specified performance goal. The ultimate payout of PRSUs with a profit performance metric adjusts the cumulative expense based on its estimate and the percent of the requisite service period that has elapsed. Under the Stock Plan, the Compensation Committee may also award non-performance-based restricted stock units (“RSUs”) to select executives, employees and outside directors, which typically vest over three years after the date of grant. With limited exceptions, the employee must remain in service until the vesting date. The Compensation Committee determines the terms and conditions of each award, including any restriction period and other criteria applicable to the awards. The activity of the Company’s PRSUs and RSUs is as follows: PRSUs RSUs Number Weighted- Number Weighted- Balance at December 31, 2021 — $ — — $ — Awards converted from Former Parent plan 58,636 58.03 333,223 52.89 Granted 51,652 49.40 187,556 47.28 Vested — — (27,354) 48.11 Forfeited and expired — — (29,147) 52.40 Balance at December 31, 2022 110,288 53.99 464,278 50.80 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Asbestos Contingencies Certain entities that became subsidiaries of ESAB Corporation in connection with the Separation are the legal obligor for certain asbestos obligations including long-term asbestos insurance assets, long-term asbestos insurance receivables, accrued asbestos liabilities, long-term asbestos liabilities, asbestos indemnity expenses, asbestos-related defense costs and asbestos insurance recoveries related to the asbestos obligations from the Former Parent’s other legacy industrial businesses. As a result, the Company holds certain asbestos-related contingencies and insurance coverages. These subsidiaries are each one of many defendants in a large number of lawsuits that claim personal injury as a result of exposure to asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers, and were not manufactured by any of the Company’s, or Former Parent’s, subsidiaries nor were the subsidiaries producers or direct suppliers of asbestos. The manufactured products that are alleged to have contained or used asbestos generally were provided to meet the specifications of the subsidiaries’ customers, including the U.S. Navy. The subs idiaries settle asbestos claims for amounts the Company considers reasonable given the facts and circumstances of each claim. The annual average settlement payment per asbestos claimant has fluctuated during the past several years while the number of cases has steadily declined. The Company expects such fluctuations to continue in the future based upon, among other things, the number and type of claims settled in a particular period and the jurisdictions in which such claims arise. To date, the majority of settled claims have been dismissed for no payment. The Company has classified asbestos-related activity in Loss from discontinued operations in the Consolidated and Combined Statements of Operations. This is consistent with the Former Parent’s classification on the basis that, pursuant to the purchase agreement from the Former Parent’s Fluid Handling business divestiture, the Former Parent retained its asbestos-related contingencies and insurance coverages. However, as the Former Parent did not retain an interest in the ongoing operations of the business subject to the contingencies, asbestos-related activity was classified as part of Loss from discontinued operations, net of taxes in the Consolidated Statements of Operations of the Former Parent. The Company has projected each subsidiary’s future asbestos-related liability costs with regard to pending and future unasserted claims based upon the Nicholson methodology. The Nicholson methodology is a standard approach used by experts and has been accepted by numerous courts. Consistent with the Former Parent, it is ESAB’s policy to record a liability for asbestos-related liability costs for the longest period of time that ESAB management can reasonably estimate. The Company believes that it can reasonably estimate the asbestos-related liability for pending and future claims that will be resolved in the next 15 years and has recorded that liability as its best estimate. While it is reasonably possible that the subsidiaries will incur costs after this period, the Company does not believe the reasonably possible loss or a range of reasonably possible losses is estimable at the current time. Accordingly, no accrual has been recorded for any costs which may be paid after the next 15 years. Defense costs associated with asbestos-related liabilities as well as costs incurred related to efforts to recover insurance from the subsidiaries’ insurers are expensed as incurred. Each subsidiary has separate insurance coverage acquired prior to Company ownership. The Company estimates the insurance assets for each subsidiary based upon the applicable policy language, expected recoveries and allocation methodologies, and law pertaining to the affected subsidiary’s insurance policies. Asbestos-related claims activity since December 31, 2021 is as follows: Year Ended December 31, 2022 (Number of claims) Claims unresolved, beginning of period 14,559 Claims filed (1) 4,338 Claims resolved (2) (4,791) Claims unresolved, end of period 14,106 (In dollars) Average cost of resolved claims (3) $ 10,017 (1) Claims filed include all asbestos claims for which notification has been received or a file has been opened. (2) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants. (3) Excludes claims settled in Mississippi for which the majority of claims have historically been resolved for no payment and insurance recoveries. The Company’s Consolidated and Combined Balance Sheet included the following amounts related to asbestos-related litigation: December 31, 2022 (In thousands) Long-term asbestos insurance asset (1) $ 215,112 Long-term asbestos insurance receivable (1) 17,231 Accrued asbestos liability (2) 30,108 Long-term asbestos liability (3) 230,581 (1) Included in Other assets in the Consolidated and Combined Balance Sheet. (2) Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay, and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Consolidated and Combined Balance Sheet. (3) Included in Other liabilities in the Consolidated and Combined Balance Sheet. Management’s analyses are based on currently known facts and assumptions. Projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded which could materially affect the Company’s financial condition, results of operations or cash flow. General Litigation The Company is involved in various pending legal proceedings arising out of the ordinary course of the Company’s business. None of these legal proceedings is expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings, and the litigation and claims described in the proceeding paragraphs, management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company. Off-Balance Sheet Arrangements As of December 31, 2022, the Company had $104.8 million of unconditional purchase obligations with suppliers, the majority of which is expected to be paid by December 31, 2023. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information ESAB is a world leader in fabrication and gas control technology, providing our partners with advanced equipment, consumables, gas control equipment, robotics, and digital solutions, which enable the everyday and extraordinary work that shapes our world. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding. The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific. The Company’s management evaluates the operating results of each of its reportable segments based upon Net sales and segment Adjusted EBITDA, which represents Operating income excluding the impact of Restructuring and other related charges, separation costs, transaction and integration costs, acquisition-related amortization and other non-cash charges, and depreciation and other amortization. The Company’s segment results were as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Net sales (1) : Americas $ 1,128,306 $ 1,004,208 $ 767,414 EMEA & APAC 1,465,174 1,423,907 1,182,655 $ 2,593,480 $ 2,428,115 $ 1,950,069 Adjusted EBITDA (2) : Americas $ 188,577 $ 159,623 $ 111,588 EMEA & APAC 248,177 244,458 189,558 $ 436,754 $ 404,081 $ 301,146 Depreciation, amortization and other impairment charges: Americas $ 29,281 $ 33,890 $ 36,380 EMEA & APAC 36,697 42,009 40,264 $ 65,978 $ 75,899 $ 76,644 Capital expenditures: Americas $ 18,005 $ 14,095 $ 15,244 EMEA & APAC 22,238 21,489 24,894 $ 40,243 $ 35,584 $ 40,138 (1) For the years ended December 31, 2022, 2021 and 2020, the total Net sales originating from the United States were $583.0 million, $533.5 million and $443.7 million, respectively. The remainder of the sales were derived from foreign countries. (2) The following is a reconciliation of Net income from continuing operations to Adjusted EBITDA: Year Ended December 31, 2022 2021 2020 (In thousands) Net income from continuing operations $ 231,081 $ 238,679 $ 159,868 Income tax expense 69,170 80,409 45,971 Interest expense (income) and other, net (1) 37,950 (29) (1,023) Pension settlement gain (9,136) (11,208) — Restructuring and other related charges 23,096 18,954 21,633 Separation costs (2) 15,545 2,865 — Acquisition - amortization and other related charges (3) 34,196 35,949 36,331 Depreciation and other amortization 34,852 38,462 38,366 Adjusted EBITDA $ 436,754 $ 404,081 $ 301,146 (1) Relates to removal of interest expense, net included within the Interest expense (income) and other, net line within the Consolidated and Combined Statements of Operations (2) I ncludes non-recurrin g charges and employee costs related to the planning and execution of t he separation from Enovis within the Selling, general and administrative expense line within the Consolidated and Combined Statements of Operations. (3) Includes transaction expenses, amortization of intangibles, fair value charges on acquired inventories and integration expenses. December 31, 2022 2021 (In thousands) Investments in Equity Method Investees: Americas $ — $ — EMEA & APAC 28,527 28,180 $ 28,527 $ 28,180 Total Assets: Americas $ 1,666,799 $ 1,304,797 EMEA & APAC 2,087,216 2,156,465 $ 3,754,015 $ 3,461,262 December 31, 2022 2021 (In thousands) Property, Plant and Equipment, Net (1) : United States $ 68,380 $ 64,136 Czech Republic 60,278 63,273 India 34,892 37,312 Russia 19,111 18,797 Mexico 17,666 14,720 Other foreign countries 83,899 88,040 $ 284,226 $ 286,278 (1) As the Company does not allocate all long-lived assets, specifically intangible assets, to each individual country, evaluation of long-lived assets in total is impracticable. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Agreements On April 4, 2022, in connection with the Separation, the Company entered into several agreements with Enovis that govern the Separation and provide a framework for the relationship between the parties going forward including a separation and distribution agreement, a transition services agreement, tax matters agreement, employee matters agreements, a stockholder’s and registration rights agreement, an intellectual property matters agreement and a license agreement for Enovis Growth Excellence Business System (“EGX”). The Separation and Distribution Agreement The Company entered into a separation and distribution agreement (the “Separation Agreement”) with Enovis immediately prior to the distribution of the Company’s common stock to Enovis stockholders. The Separation Agreement sets forth the Company’s agreements with Enovis regarding the principal actions to be taken in connection with the Separation. The Separation Agreement contains provisions that, among other things, relate to (i) assets, liabilities and contracts to be transferred, assumed and assigned to each of ESAB and Enovis as part of the Separation, (ii) cash distribution made to Enovis in partial consideration of the transfer of ESAB Assets to the Company in connection with the Separation, and (iii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of ESAB’s business with ESAB and financial responsibility for the obligations and liabilities of Enovis’s remaining business with Enovis. Transition Services Agreement The transition services agreement ("TSA") sets forth the terms and conditions pursuant to which the Company and its subsidiaries and Enovis and its subsidiaries will provide to each other various services. The services to be provided include human resources, payroll, certain information technology services, treasury services and financial reporting services. The charges for the transition services generally are expected to allow the providing company to fully recover all internal and external costs and expenses it actually incurs in connection with providing the service (including a reasonable allocation of overhead) provided in the manner and at a level substantially consistent with that provided by the respective providing company immediately preceding the Distribution Date. Tax Matters Agreement The tax matters agreement governs the Company’s and Enovis’s respective rights, responsibilities and obligations after the Separation with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes. Employee Matters Agreement The employee matters agreement sets forth, among other things, the allocation of assets, liabilities and responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the Separation, including the treatment of outstanding equity and other incentive awards and certain retirement and welfare benefit obligations. Stockholders and Registration Rights Agreement The stockholders and registration rights agreement sets forth the right of the stockholders when requiring the Company to facilitate the resale of shares. Intellectual Property Matters Agreement The intellectual property matters agreement sets forth the terms and conditions pursuant to which Enovis and the Company have mutually granted certain personal, generally irrevocable, non-exclusive, worldwide, and royalty-free rights to use certain intellectual property. The Company and Enovis are able to sublicense their rights in connection with activities relating to their businesses, but not for independent use by third parties. EGX License Agreement The EGX license agreement sets forth the terms and conditions pursuant to which Enovis has granted a royalty-free, non-exclusive, worldwide, and nontransferable license to the Company to use EGX, solely in support of its businesses. The Company will be able to sublicense such license solely to direct and indirect wholly-owned subsidiaries. In addition, under the EGX license agreement, Enovis and the Company each license to each other improvements made by such party to EGX during the first two years of the term of the EGX license agreement. Allocated Expenses Prior to the Separation, the Company operated as part of the Former Parent and not as a stand-alone company. Accordingly, the Former Parent allocated certain shared costs to the Company that are reflected as expenses in these financial statements. These amounts included, but were not limited to, items such as general management and executive oversight, compliance, human resources, procurement, and legal functions and financial management, including public company reporting, consolidated tax filings and tax planning. Management considered the allocation methodologies used by the Former Parent to be reasonable and to appropriately reflect the related expenses attributable to the Company for purposes of the three months ended April 1, 2022 and the years ended December 31, 2021, and 2020 combined financial statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate stand-alone entity. In addition, the expenses reflected in the financial statements may not be indicative of expenses the Company will incur in the future. Allocation methodologies utilized include the Company’s relative share of total Former Parent revenues and headcount. All of the Company’s transactions with the Former Parent were considered to be financing transactions, which are presented as Transfers from (to) Former Parent, net in the accompanying Consolidated and Combined Statements of Cash Flows. The Company had no stock-based compensation plans prior to the Separation; however, certain employees of the Company participated in the Former Parent’s stock-based compensation plans, which provided for the grants of stock options and RSUs among other types of awards. The expense associated with the Company's employees who participated in the plans of the Former Parent was allocated to the Company in the accompanying Consolidated and Combined Statements of Operations through the date of Separation. The Company’s allocated expenses from the Former Parent were $6.0 million for the three months ended April 1, 2022, and $29.5 million and $24.2 million for the years ended December 31, 2021 and 2020, respectively, and are included in the Selling, general and administrative expense in the Consolidated and Combined Statements of Operations. Following the Separation, the company independently incurs expenses as a stand-alone company. Refer to Note 14, “Benefit Plans,” for allocations of net periodic benefit associated with a Former Parent sponsored benefit plan. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The dividend of $3.0 million included in Accrued liabilities in the Consolidated Balance Sheet at December 31, 2022 was paid on January 13, 2023, to stockholders of record as of Decembers 30, 2022. In addition, on March 2, 2023, the Board of Directors declared a quarterly cash dividend of $0.05 per share of ESAB’s common stock payable on April 14, 2023, t o stockholders of record as of March 31, 2023. On January 11, 2023, the Company completed the acquisition of Therapy Equipment Limited, a regional leader in oxygen regulators, for approximately $16 million. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Balance at Charged to Cost and (1) Write-Offs Write-Downs Deductions and Other (2) Foreign Balance at (Dollars in thousands) Year Ended December 31, 2022: Allowance for credit losses $ 23,912 $ 4,526 $ (4,978) $ 11 $ 23,471 Valuation allowance for deferred tax assets 15,465 4,503 68,876 (642) 88,202 Year Ended December 31, 2021: Allowance for credit losses (3) $ 32,311 $ (494) $ (6,931) $ (974) $ 23,912 Valuation allowance for deferred tax assets 12,647 3,738 — (920) 15,465 Year Ended December 31, 2020: Allowance for credit losses $ 32,008 $ 4,936 $ (3,448) $ (1,185) $ 32,311 Valuation allowance for deferred tax assets 17,855 — (4,738) (470) 12,647 (1) Amounts charged to expense are net of recoveries for the respective period. (2) As of December 31, 2022, valuation allowance for deferred tax assets “Other” of $68.9 million is primarily due to valuation allowance transferred from Former Parent. (3) The Allowance for credit losses as of January 1, 2020 includes the cumulative-effect adjustment of the adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Fiscal Period | The Company’s fiscal year ends December 31. The Company’s first three quarters end on the last business day of the 13th week after the end of the prior quarter. |
Separation from Enovis and Principles of Consolidation | Separation from Enovis On January 31, 2022, all remaining legal entities which were part of the Fabrication Technology segment of the Former Parent along with certain entities that were part of the Corporate segment of the Former Parent became subsidiaries of ESAB through a legal entity restructuring. This reorganization resulted in the inclusion of the following entities and pension plans in ESAB for the three months ending April 1, 2022: • Certain operating entities that form the historical Fabrication Technology business. • Certain entities which historically have been a part of the Former Parent’s Corporate reportable segment, including components of the Former Parent’s legal human resources, tax and other finance functions that served the entirety of the Former Parent. • Certain entities relating to the Former Parent’s previously divested Fluid Handling businesses which hold certain asbestos assets, liabilities, costs and insurance recoveries related to the asbestos obligations of these legacy industrial businesses. Refer to Note 4, “Discontinued Operations” and Note 19, “Commitments and Contingencies” for additional information. • Certain pension plan assets and liabilities due to transfer of sponsorship of two U.S. defined benefit plans and a U.S. other post-retirement benefit plan from the Former Parent to ESAB as of March 21, 2022. Refer to Note 14, “Benefit Plans” for additional information on the benefit plans transferred to ESAB. With the exception of the operatin g entities that form the historical Fabrication Technology business, the other contributions from the Former Parent wer e not previously included in the Company’s 2019 to 2021 historical carve-out financial statements. These historical carve-out financial statements in ESAB’s Registration Statement on Form 10-12B/A filed with the SEC on March 17, 2022 (the “Form 10”), were presented on a combined basis. Such basis of accounting differences before and after the legal entity contributions may impact the comparability between periods in these Consolidated and Combined Financial Statements. ESAB Corporation, which was incorporated on May 19, 2021, became the new ultimate parent company for the Former Parent’s Fabrication Technology business and certain other corporate entities during the three months ended April 1, 2022. On April 4, 2022 (the “Distribution Date”), Colfax Corporation (“Colfax” or the “Former Parent”) completed the spin-off of Colfax’s Fabrication Technology business and certain other corporate entities as described above, through a tax-free, pro rata distribution (the “Distribution”) of 90% of the outstanding common stock of ESAB to Colfax stockholders (the “Separation”). To effect the Separation, each Colfax stockholder of record as of close of business on March 23, 2022 received one share of ESAB common stock for every three shares of Colfax common stock held on the record date. Upon completion of the Distribution, Colfax changed its name to Enovis Corporation and continued to hold 10% of the outstanding common stock of ESAB. In November 2022, Enovis sold a total of 6.0 million shares of the Company’s common stock as part of a secondary offering. After the secondary offering, Enovis no longer owned any of the Company’s outstanding common stock. In connection with the Separation, on April 4, 2022, ESAB and Enovis entered into a separation and distribution agreement as well as various other related agreements (collectively the “Agreements”) that govern the Separation and the relationships between the parties going forward, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement, and license agreement for the ESAB Business Excellence System ("EBX"). In conjunction with the Separation on April 4, 2022, the Company entered into a credit agreement (the “Credit Agreement”). The Company drew down $1.2 billion under the Credit Agreement and used these proceeds to make payments to Enovis of $1.2 billion, which was used as part of the consideration for the contribution of certain assets and liabilities to the Company by Enovis in connection with the Separation. To manage pre-existing currency rate exposures and interest risks arising from these credit facilities, during the third quarter, the Company entered into interest rate swap agreements and cross currency swap agreements, ref er to Note 15, “De bt” and Note 16, “Derivatives” for additional information. Principles of Consolidation The Company’s Consolidated and Combined Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities or joint ventures for which the Company has a controlling financial interest or is the primary beneficiary. When protective rights, substantive rights or other factors exist, further analysis is performed in order to determine whether or not there is a controlling financial interest. The Consolidated and Combined Financial Statements reflect the assets, liabilities, revenues and expenses of consolidated subsidiaries and the noncontrolling parties’ ownership share is presented as a noncontrolling interest. |
Basis of Presentation | Basis of Presentation The accompanying Consolidated and Combined Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The combined financial statements for periods prior to the Separation were derived from Enovis’s consolidated financial statements and accounting records and prepared in accordance with GAAP for the preparation of carved-out combined financial statements. Through the date of the Separation, all revenues and costs as well as assets and liabilities directly associated with ESAB have been included in the combined financial statements. Prior to the Separation, the combined financial statements also included allocations of certain general, administrative, sales and marketing expenses from Enovis’s corporate office and from other Enovis businesses to the Company and allocations of related assets, liabilities, and the Former Parent’s investment, as applicable. The allocations were determined on a reasonable basis, however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Enovis during the applicable periods. Re lated party a llocations prior to the Separation, including the method for such allocation, are discussed further in Note 21, “Related Party Transactions.” Following the Separation, the consolidated financial statements include ESAB and its wholly-owned subsidiaries and no longer include any allocations of expenses from Enovis. Accordingly: • The Consolidated Balance Sheet as of December 31, 2022 con sists of the consolidated balances of ESAB, while the Combined Balance Sheet as of December 31, 2021 consists of t he combined balances of the former Fabrication Technology business of Enovis. • The Consolidated and Combined Statement of Operations and Statement of Comprehensive (Loss) Income for the year ended December 31, 2022 consists of the consolidated results of ESAB for the nine months ended December 31, 2022 and the combined results of the former Fabrication Technology business of Enovis and the certain entities discussed in the “Separation from Enovis” section above for the three months ended April 1, 2022. The Combined Statement of Operations and Statement of Comprehensive (Loss) Income for the years ended December 31, 2021 and 2020 consist of the combined results of the former Fabrication Technology business of Enovis. • The Consolidated and Combined Statement of Changes in Equity for the year December 31, 2022 consists of the consolidated activities of ESAB for the nine months ended December 31, 2022 and the combined activity of the former Fabrication Technology business of Enovis and the certain entities discussed in the “Separation from Enovis” section above for the three months ended April 1, 2022. The Combined Statements of Changes in Equity for the year ended December 31, 2021 and 2020 consist of the combined activity of the former Fabrication Technology business of Enovis. • The Consolidated and Combined Statement of Cash Flows for the year ended December 31, 2022 consists of the consolidated activities of ESAB for the nine months ended December 31, 2022 and the combined activity of ESAB and the former Fabrication Technology business of Enovis and the certain entities discussed in the “Separation from Enovis” section above for the three months ended April 1, 2022. The Combined Statement of Cash Flows for the years ended December 31, 2021 and 2020 consist of the combined activity of the former Fabrication Technology business of Enovis. The Consolidated and Combined Financial Statements of ESAB for the years en ded December 31, 2020 and 2021 an d the three months ended April 1, 2022 may not be indicative of the Company's results had it been a separate stand-alone entity throughout the periods presented, nor are the results stated herein indicative of what the Company's financial position, results of operations and cash flows may be in the future. Prior to the Separation, the Company was dependent on the Former Parent for all of its working capital and financing requirements under Enovis’s centralized approach to cash management and financing of its operations. With the exception of cash, cash equivalents and borrowings clearly associated with ESAB and related to the Separation, financing transactions relating to the Company during the period prior to the Separation were accounted for through the Former Parent’s investment account of the Company. Accordingly, none of Enovis’s cash, cash equivalents or debt at the corporate level has been assigned to the Company in these financial statements. Former Parent’s Investment, which included retained earnings, represented Enovis’s interest in the recorded net assets of the Company. All significant transactions between the Company and the Former Parent prior to the Separation have been included in the accompanying Financial Statements. Transactions with the Former Parent are reflected in the accompanying Consolidated and Combined Statements of Equity as “Transfers to Former Parent, net” and in the accompanying Consolidated and Combined Balance Sheets within “Former Parent’s investment”. The Consolidated and Combined Financial Statements reflect, in the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Intercompany transactions and accounts are eliminated in consolidation. |
Use of Estimates | The Company makes certain estimates and assumptions in preparing its Consolidated and Combined Financial Statements in accordance with U.S. generally accepted accounting principles, or “GAAP”. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the Consolidated and Combined Financial Statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates. Use of Estimates The Company makes certain estimates and assumptions in preparing its Consolidated and Combined Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated and Combined Financial Statements and the reported amounts of revenues and expenses for the period presented. Actual results may differ from those estimates. |
Equity Method Investments | Equity Method InvestmentsInvestments accounted for under the equity method are initially recorded at the amount of the Company’s initial investment and adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. All equity investments are reviewed periodically for indications of other-than-temporary impairment, including, but not limited to, significant and sustained decreases in quoted market prices or a series of historic and projected operating losses by investees. If the decline in fair value is considered to be other-than-temporary, an impairment loss is recorded and the investment is written down to a new carrying value. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of promised goods or services is transferred to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods or services. The Company provides a variety of products and services to its customers. Most of the Company’s contracts consist of a single, distinct performance obligation or promise to transfer goods or services to a customer. For contracts that include multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the stand-alone selling price of each identified performance obligation. A significant majority of our revenue relates to the shipment of off-the-shelf products that is recognized when control is transferred to the customer. On a limited basis, we have agreements with customers that have multiple performance obligations. In determining whether there are multiple performance obligations, we first assess the goods or services promised in the customer arrangement and then consider the guidance in ASC 606, Revenue from Contracts with Customers, to evaluate whether goods and services are capable of being distinct and are considered distinct within the customer arrangement. To determine whether promised goods or services are separately identifiable (i.e., whether a promise to transfer a good or service is distinct in the context of the contract), we evaluate whether the contract is to deliver (1) multiple promised goods or services or (2) a combined item that comprises the individual goods or services promised in the contract. Substantially all revenue involving development and application engineering projects consists of a single performance obligation and is recognized at a point in time. As mentioned above, a majority of revenue recognized by the Company relates to contracts with customers for standard or off-the-shelf products. As control typically transfers to the customer upon shipment of the product in these circumstances, revenue is generally recognized at that point in time. Revenue recognition and billing typically occur simultaneously for contracts recognized at a point in time. Therefore, we do not have material revenues in excess of customer billings or billings to customers in excess of recognized revenues. Refer to Note 13, “Accrued and Other Liabilities” for additional information on the Company’s contract liability balances. For service contracts, the Company recognizes revenue ratably over the period of performance as the customer simultaneously receives and consumes the benefits of the services provided. The Company applies the available practical expedient involving the existence of a significant financing component. As the Company generally does not receive payments greater than one year in advance or arrears of revenue recognition, the Company does not consider any arrangements to include financing components. The period of benefit for the Company’s incremental costs of obtaining a contract generally have less than a one-year duration; therefore, the Company applies the practical expedient available and expenses costs to obtain a contract when incurred. Taxes Collected from Customers and Remitted to Governmental Authorities The Company collects various taxes and fees as an agent in connection with the sale of products and remits these amounts to the respective taxing authorities. These taxes and fees have been presented on a net basis within Net sales in the Consolidated and Combined Statements of Operations and are recorded as a component of Accrued liabilities in the Consolidated and Combined Balance Sheets until remitted to the respective taxing authority. |
Research and Development Expense | Research and Development Expense |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Trade Receivables | Trade Receivables |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. Fixed manufacturing overhead costs are allocated to inventory based on normal production capacity and abnormal manufacturing activities are recognized as period costs. Cost for a substantial portion of U.S. inventories is determined using the last-in, first-out method (“LIFO”). The value of inventory stated on a LIFO basis as of December 31, 2022 and 2021 was $131.1 million and $142.4 million, respecti vely. The valuation of LIFO inventories is made at the end of each year based on inventory levels and costs at that time. Cost of other inventories is determined by costing methods that approximate a first-in, first-out basis. Reserves are maintained for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. The reserve for excess and obsolete inventory was $40.1 million and $37.9 million as of December 31, 2022 and 2021, respectively. |
Property, Plant and Equipment | Property, Plant and Equipment |
Impairment of Goodwill and Indefinite-Lived Intangible Assets | Impairment of Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company. The Company evaluates the recoverability of Goodwill and indefinite-lived intangible assets annually or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount. The annual impairment test date elected by the Company is the first day of its fourth quarter. Goodwill and indefinite-lived intangible assets are considered to be impaired when the carrying value of a reporting unit or asset exceeds its fair value. As of the annual impairment test date, the Company had three reporting units: Americas, EMEA & APAC and Gas Control Equipment (“GCE”). In the evaluation of goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting entity is less than its carrying value. If the Company determines that it is more likely than not for a reporting unit’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not for a reporting unit’s fair value to be less than its carrying value, a calculation of the reporting unit’s fair value is performed and compared to the carrying value of that reporting unit. In certain instances, the Company may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying value of a reporting unit exceeds its fair value, goodwill of that reporting unit is impaired and an impairment loss is recorded equal to the excess of the reporting unit’s carrying value over its fair value. When a quantitative impairment test is needed, the Company measures fair value of reporting units based on a present value of future discounted cash flows. The discounted cash flow models indicate the fair value of the reporting units based on the present value of the cash flows that the reporting units are expected to generate in the future. Significant estimates in the discounted cash flow models include the weighted-average cost of capital, net sales and profitability of our business. For the year ended December 31, 2022 a qualitative Goodwill impairment assessment was performed for the three reporting units. For the year ended December 31, 2021 a quantitative annual impairment test of Goodwill was performed for the GCE reporting unit while qualitative assessments were performed for the remaining two reporting units. A quantitative annual impairment test of Goodwill for each of the Company’s three reporting units was performed for the year ended December 31, 2020. All of the above tests indicated no impairment existed. Therefore, no impairment charges were recorded for the three years ended December 31, 2022. No material events that would represent impairment indicators have occurred subsequent to the performance of the 2022 annual impairment test. In the evaluation of indefinite-lived intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value. If the Company determines that it is more likely than not for the indefinite-lived intangible asset’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value, a fair value calculation is performed and compared to the carrying value of the asset. In certain instances, the Company may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company measures the fair value of its indefinite-lived intangible assets using the “relief from royalty” method. Significant estimates in this approach include projected revenues and royalty and discount rates for each trade name evaluated. At the impairment testing date, the first day of the fourth quarter, quantitative impairment tests were performed for all the indefinite-lived trade name brands for the years ended December 31, 2022, 2021 and 2020, all of which indicated no impairment existed. |
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets | Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Definite-lived intangible assets primarily represent acquired trade names, customer relationships, acquired technology and software license agreements. The Company uses accelerated and straight-line methods of amortization with lives ranging from ten The Company assesses its long-lived assets and definite-lived intangible assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected cash flows are less than the carrying amounts, an impairment loss equal to the difference between the carrying amount of the asset and its fair value would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. Assets held for sale are reported at the lower of the carrying amounts or fair value less cost to sell. The Company determines fair value using the discounted cash flow method or other accepted valuation techniques. The Company determined that no impairment indicators were evident during the years ended December 31, 2022, 2021 and 2020. |
Derivatives | Derivatives The Company uses derivative instruments to manage exposures to interest rates and net investment exposures. The Company does not enter into derivatives for trading or speculative purposes. All derivatives are recognized at fair value on the Company’s Consolidated and Combined Balance Sheets. The accounting for gains and losses resulting from changes in fair value depends on the use of the derivative and whether it is designated and qualifies for hedge accounting. The Company formally documents the relationship of the hedge with the hedged item as well as the risk-management strategy for all designated hedges. Both at inception and on an ongoing basis, the hedging instrument is assessed as to its effectiveness, when applicable. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, or the derivative is terminated, hedge accounting is discontinued. The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. The Company manages individual counterparty exposure by monitoring the credit rating of the counterparty and the size of financial commitments and exposures between the Company and the counterparty. Certain interest rate swap agreements are qualified and designated as cash flow hedges. The effective portion of the fair value unrealized gain or loss on cash flow hedges are reported as a component of Accumulated other comprehensive income ("AOCI") with offsetting amounts recorded in the Company’s Consolidated and Combined Balance Sheet depending on the position and the duration of the contract. The gain or loss on the derivative instrument due to the change in fair value is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. Certain cross-currency swap agreements are designated and qualify as a net investment hedge, the changes in the fair value of these instruments are recorded in AOCI in equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCI. Offsetting amounts are recorded in the Company’s Consolidated and Combined Balance Sheet depending on the position and the duration of the contract. The Company has certain foreign currency contracts which are not designated as hedges. These derivatives are held as offsets to certain balance sheet exposures. The gains or losses on these contracts are recognized in Interest expense (income) and other, net, in the Company’s Consolidated and Combined Statement of Operations. |
Warranty Costs | Warranty Costs Estimated expenses related to product warranties are accrued as the revenue is recognized on products sold to customers and included in Cost of sales in the Consolidated and Combined Statements of Operations. Estimates are established using historical information as to the nature, frequency, and average costs of warranty claims. |
Income Taxes | Income Taxes Prior to the Separ ation, the Company’s domestic and foreign operating results were included in the income tax returns of Enovis. The Company accounted for income taxes under the separate return method. Under this approach, the Company determined its deferred tax assets and liabilities and related tax expense as if it were filing separate tax returns. The accompanying Combined Balance Sheets for the year ended December 31, 2021 did not contain current income tax payable or other long-term income tax payable liabilities, with the exception of certain unrecognized tax benefits for which ESAB could have reasonably be considered to be the primary obligor. The amounts are deemed settled with Enovis when they were due and therefore were included in Parent’s equity. The Company accounts for income taxes under ASC 740 , Income Taxes (“ASC 740”) which requires recognition of deferred income tax assets and liabilities reflecting the tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the Consolidated and Combined Financial S tatements and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets and liabilities are reported in Other assets and Other liabilities in the Consolidated and Combined Balance Sheets, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is generally recognized in Income tax expense in the period that includes the enactment date. Global Intangible Low-Taxed Income (“GILTI”) is accounted for as a current tax expense in the year the tax is incurred. Valuation allowances are recorded if it is more likely than not that some portion of the deferred income tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considers various factors, including the expected level of future taxable income and available tax planning strategies. Any changes in judgment about the valuation allowance are recorded through Income tax expense and are based on changes in facts and circumstances regarding realizability of deferred tax assets. The Company must presume that an income tax position taken in a tax return will be examined by the relevant tax authority and determine whether it is more likely than not that the tax position will be sustained upon examination based upon the technical merits of the position. An income tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Company establishes a liability for unrecognized income tax benefits for income tax positions for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority to the extent such tax positions reduce the Company’s income tax liability. The Company recognizes interest and penalties related to unrecognized income tax benefits in Income tax expense in the Consolidated and Combined Statements of Operations. |
Interest expense (income) and Other, Net | Interest expense (income) and Other, Net Interest expense (income) and other, net is comprised of interest-bearing deposits of certain foreign subsidiaries, interest costs for the Company’s debt, amortization of debt issuance costs and interest income or expense of derivatives designated in hedging relationships. |
Foreign Currency Exchange Gains and Losses | Foreign Currency Exchange Gains and Losses The Company’s financial statements are presented in U.S. dollars. The functional currencies of the Company’s operating subsidiaries are generally the local currencies of the countries in which each subsidiary is located. Assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the balance sheet date. The amounts recorded in each year in Foreign currency translation are net of income taxes to the extent the unrealized foreign exchange is taxed currently or the underlying equity balances in the entities are not deemed to be permanently reinvested. Revenues and expenses are translated at average rates of exchange in effect during the year. Transactions in foreign currencies are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated for inclusion in the Consolidated and Combined Balance Sheets are recognized in Selling, general and administrative expense or Interest expense (income) and other, net in the Consolidated and Combined Statements of Operations for that period. |
Debt Issuance Costs | Debt Issuance Costs Costs directly related to the placement of debt are capitalized and amortized to Interest expense primarily using the straight-line method over the term of the related obligation. See Note 15, “Debt” for additional discussion regarding the Company’s borrowing arrangements. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current year presentations, including certain items within the Consolidated and Combined Statements of Comprehensive Income. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting PronouncementsThe Company assesses the adoption impacts of recently issued accounting pronouncements on the Company’s Consolidated and Combined financial statements as well as material updates to previous assessments. There were no new material accounting standards issued or adopted in the year of 2022 that impacted the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The effects of the excluded components of designated net investment hedges on the Company’s Consolidated and Combined Statements of Operations consisted of the following: Year Ended December 31, Derivative type Gain recognized in the Consolidated and Combined Statements of Operations: 2022 (In thousands) Cross currency swap agreements Interest expense (income) and other, net $ (2,181) |
Schedule of Net Foreign Transaction Gains and Losses | The following table summarizes the Company’s net foreign transaction gains and losses included within the Consolidated and Combined Statements of Operations: Year Ended December 31, 2022 2021 2020 (In thousands) (1) Selling, general and administrative expense $ 2,597 $ 2,195 $ 788 Interest (income) expense and other, net 109 191 313 Foreign currency transaction loss (gain), net $ 2,706 $ 2,386 $ 1,101 (1) This table excludes the impact of the foreign exchange loss due to the remeasurement of the Company’s Argentinian operations, as described in the “Argentina Currency” paragraph below. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The Company disaggregates its revenue into the following product groups: Year Ended December 31, 2022 2021 2020 (In thousands) Equipment $ 740,824 $ 758,267 $ 607,504 Consumables 1,852,656 1,669,848 1,342,565 Total $ 2,593,480 $ 2,428,115 $ 1,950,069 |
Schedule of Accounts Receivable, Allowance for Credit Loss | A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Consolidated and Combined Balance Sheets is as follows: Year Ended December 31, 2022 Balance at Charged to Expense, net Write-Offs and Deductions Foreign Balance at (In thousands) Allowance for credit losses $ 23,912 $ 4,526 $ (4,978) $ 11 $ 23,471 |
Earnings per Share from Conti_2
Earnings per Share from Continuing Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share from Continuing Operations | The Company allocates earnings to participating securities and computed earnings per share using the two-class method as follows: Year Ended December 31, 2022 2021 2020 (In thousands, except share and per share data) Computation of earnings per share from continuing operations - basic: Income from continuing operations attributable to ESAB Corporation (1) $ 226,815 $ 235,110 $ 157,414 Less: distributed and undistributed earnings allocated to nonvested shares (1,600) — — Income from continuing operations attributable to common stockholders $ 225,215 $ 235,110 $ 157,414 Weighted-average shares of Common stock outstanding – basic (2) 60,054,930 60,034,311 60,034,311 Income per share from continuing operations – basic $ 3.75 $ 3.92 $ 2.62 Computation of earnings (loss) per share from continuing operations - diluted: Income from continuing operations attributable to common stockholders $ 225,215 $ 235,110 $ 157,414 Weighted-average shares of Common stock outstanding – basic (2) 60,054,930 60,034,311 60,034,311 Net effect of potentially dilutive securities (3) 98,129 — — Weighted-average shares of Common stock outstanding – dilution 60,153,059 60,034,311 60,034,311 Net income per share from continuing operations – diluted $ 3.74 $ 3.92 $ 2.62 (1) Net income from continuing operations attributable to ESAB Corporation for the respective periods is calculated using Net income from continuing operations, less Income attributable to noncontrolling interest, net of taxes, o f $4.3 million , $3.6 million and $2.5 million for the years ended December 31, 2022, 2021 and 2020 respectively. (2) The total number of shares outstanding on April 4, 2022 was 60,034,311 which is being utilized for the calculation of both basic and diluted earnings per share for the years ended December 31, 2021 and December 31, 2020 as no ESAB common stock equivalents were outstanding prior to the Separation. (3) Potentially dilutive securities include stock options, performance-based restricted stock units and non performance-based restricted stock units. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income from continuing operations before income taxes and Income tax expense consisted of the following: Year Ended December 31, 2022 2021 2020 (In thousands) Income from continuing operations before income taxes: Domestic operations $ (19,234) $ 10,140 $ 14,505 Foreign operations 319,485 308,948 191,334 $ 300,251 $ 319,088 $ 205,839 Income tax expense: Current: Federal $ 8,928 $ 18,477 $ 9,262 State 2,451 1,797 921 Foreign 77,728 68,779 49,819 89,107 89,053 60,002 Deferred: Federal (7,501) (12,700) (8,698) State 358 161 (677) Foreign (12,794) 3,895 (4,656) (19,937) (8,644) (14,031) $ 69,170 $ 80,409 $ 45,971 |
Schedule of Components of Income Tax Expense (Benefit) | Income from continuing operations before income taxes and Income tax expense consisted of the following: Year Ended December 31, 2022 2021 2020 (In thousands) Income from continuing operations before income taxes: Domestic operations $ (19,234) $ 10,140 $ 14,505 Foreign operations 319,485 308,948 191,334 $ 300,251 $ 319,088 $ 205,839 Income tax expense: Current: Federal $ 8,928 $ 18,477 $ 9,262 State 2,451 1,797 921 Foreign 77,728 68,779 49,819 89,107 89,053 60,002 Deferred: Federal (7,501) (12,700) (8,698) State 358 161 (677) Foreign (12,794) 3,895 (4,656) (19,937) (8,644) (14,031) $ 69,170 $ 80,409 $ 45,971 |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s Income tax expense differs from the amount that would be computed by applying the U.S. federal statutory rate as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Taxes calculated at the U.S. federal statutory rate $ 63,053 $ 67,008 $ 42,820 State taxes 2,809 1,933 245 Effect of tax rates on international operations (9,010) (8,879) (572) Changes in tax reserves (350) 2,734 1,346 Non-taxable dividends — (46) (2,675) Research and development tax credits (542) (587) (1,351) Effect of U.S. taxation on international operations 310 (313) (1,634) Permanent differences, net 7,209 483 1,284 Provision to return (7,055) (7,415) 1,053 Withholding taxes 12,133 9,567 6,108 Capital gain (3,655) 12,371 — Valuation Allowance 4,503 3,737 Other (235) (184) (653) Income tax expense $ 69,170 $ 80,409 $ 45,971 |
Schedule of Deferred Tax Assets and Liabilities | The temporary differences that gave rise to the significant components of deferred tax assets and liabilities are presented below: December 31, 2022 2021 (In thousands) Deferred tax assets: Post-retirement benefit obligation $ 5,761 $ 4,430 Expenses currently not deductible 36,320 29,245 Net operating loss carryforward 111,497 22,374 Tax credit carryforward 10,320 — Depreciation and amortization 9,124 16,450 Inventory 5,685 138 Other 36,873 24,648 Valuation allowance (88,202) (15,465) Deferred tax assets, net $ 127,378 $ 81,820 Deferred tax liabilities: Depreciation and amortization $ (121,858) $ (135,726) Outside basis differences and other (102,336) (108,542) Total deferred tax liabilities $ (224,194) $ (244,268) Total deferred tax liabilities, net $ (96,816) $ (162,448) Deferred tax assets and liabilities have been classified as noncurrent and are included in Other assets and Other liabilities in the accompanying Consolidated and Combined Balance Sheets on a net jurisdictional basis as follows: December 31, 2022 2021 (In thousands) Other assets $ 42,860 $ 9,357 Other liabilities (139,676) (171,805) Deferred tax liability, net $ (96,816) $ (162,448) |
Schedule of Income Tax Contingencies | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (inclusive of associated interest and penalties): (In thousands) Balance, January 1, 2020 $ 34,014 Addition for tax positions taken in prior periods 2,785 Addition for tax positions taken in the current period 569 Reductions resulting from a lapse of applicable statute of limitations (1,827) Other, including the impact of foreign currency translation and U.S. tax rate changes (340) Balance, December 31, 2020 35,201 Addition for tax positions taken in prior periods 738 Addition for tax positions taken in the current period 2,987 Reductions related to settlements with taxing authorities (425) Reductions resulting from a lapse of applicable statute of limitations (565) Other, including the impact of foreign currency translation and U.S. tax rate changes (255) Balance, December 31, 2021 37,681 Addition for tax positions taken in prior periods 1,971 Addition for tax positions taken in the current period 1,171 Reductions related to settlements with taxing authorities (922) Transfer from Former Parent, impact of foreign currency translation and other (2,801) Other, including the impact of foreign currency translation (16,897) Balance, December 31, 2022 $ 20,203 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes Goodwill activity by segment for the years ended December 31, 2022 and 2021: Americas EMEA & APAC Total (In thousands) Balance, January 1, 2021 $ 522,777 $ 1,030,454 $ 1,553,231 Goodwill attributable to acquisition 4,159 — 4,159 Impact of foreign currency translation (7,782) (16,615) (24,397) Balance, December 31, 2021 519,154 1,013,839 1,532,993 Goodwill attributable to acquisitions 63,183 13,047 76,230 Impact of foreign currency translation 3,508 (82,964) (79,456) Balance, December 31, 2022 $ 585,845 $ 943,922 $ 1,529,767 |
Schedule of Indefinite-Lived Intangible Assets | The following table summarizes the Company’s Intangible assets, excluding Goodwill: December 31, 2022 2021 Gross Accumulated Gross Accumulated (In thousands) Indefinite-Lived Intangible Assets Trade names $ 180,691 $ — $ 199,484 $ — Definite-Lived Intangible Assets Customer relationships 482,499 (203,041) 448,839 (185,071) Technology 71,192 (50,005) 71,503 (49,276) Trade names 22,464 (9,412) 16,550 (8,754) Software 94,904 (74,799) 91,547 (67,888) Other intangible assets 22,800 (20,126) 22,800 (18,300) $ 874,550 $ (357,383) $ 850,723 $ (329,289) |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the Company’s Intangible assets, excluding Goodwill: December 31, 2022 2021 Gross Accumulated Gross Accumulated (In thousands) Indefinite-Lived Intangible Assets Trade names $ 180,691 $ — $ 199,484 $ — Definite-Lived Intangible Assets Customer relationships 482,499 (203,041) 448,839 (185,071) Technology 71,192 (50,005) 71,503 (49,276) Trade names 22,464 (9,412) 16,550 (8,754) Software 94,904 (74,799) 91,547 (67,888) Other intangible assets 22,800 (20,126) 22,800 (18,300) $ 874,550 $ (357,383) $ 850,723 $ (329,289) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The Company’s expected annual amortization expense for intangible assets for the next five years is as follows: December 31, 2022 (In thousands) 2023 $ 33,812 2024 28,249 2025 27,204 2026 26,116 2027 21,651 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | December 31, Depreciable Life 2022 2021 (In years) (In thousands) Land n/a $ 15,839 $ 16,028 Buildings and improvements 5-40 164,472 172,835 Machinery and equipment 3-15 382,830 362,074 563,141 550,937 Accumulated depreciation (278,915) (264,659) $ 284,226 $ 286,278 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories, net consisted of the following: December 31, 2022 2021 (In thousands) Raw materials $ 153,099 $ 148,376 Work in process 44,086 39,595 Finished goods 261,902 268,831 459,087 456,802 LIFO reserve (2,168) 1,129 Less: allowance for excess, slow-moving and obsolete inventory (40,090) (37,869) $ 416,829 $ 420,062 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | December 31, 2022 (In thousands) Future lease payments by year: 2023 $ 21,603 2024 16,876 2025 13,127 2026 10,502 2027 8,221 Thereafter 37,867 Total 108,196 Less: present value discount (13,369) Present value of lease liabilities $ 94,827 Weighted-average remaining lease term (in years): Operating leases 7.55 Weighted-average discount rate: Operating leases 3.5 % |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued and Other Liabilities | Accrued and Other liabilities in the Consolidated and Combined Balance Sheets consisted of the following: December 31, 2022 December 31, 2021 Current Noncurrent Current Noncurrent (In thousands) Accrued taxes and deferred tax liabilities $ 49,615 $ 161,500 $ 58,920 $ 203,760 Compensation and related benefits 74,794 57,438 74,587 62,215 Asbestos liability 30,108 230,581 — — Contract liability 25,899 — 22,265 — Lease liability 18,664 76,163 20,467 88,777 Warranty liability 12,946 — 14,954 — Third-party commissions 18,315 — 16,130 — Restructuring liability 7,533 285 7,834 275 Other 47,436 19,372 35,952 7,918 $ 285,310 $ 545,339 $ 251,109 $ 362,945 |
Schedule of Product Warranty Liability | A summary of the activity in the Company’s warranty liability included in Accrued liabilities in the Company’s Consolidated and Combined Balance Sheets is as follows: Year Ended December 31, 2022 2021 (In thousands) Warranty liability, beginning of period $ 14,954 $ 14,022 Accrued warranty expense 5,322 6,707 Changes in estimates related to pre-existing warranties 2,821 2,416 Cost of warranty service work performed (9,680) (7,909) Foreign exchange translation effect (471) (282) Warranty liability, end of period $ 12,946 $ 14,954 |
Schedule of Restructuring Reserve by Type of Cost | A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Consolidated and Combined Balance Sheets is as follows: Year Ended December 31, 2022 Balance at Beginning of Period Charges Payments Foreign Currency Translation Balance at End of Period (In thousands) Restructuring and other related charges: Americas Termination benefits (1) $ 2,044 $ 1,970 $ (4,235) $ (14) $ (235) Facility closure costs and other (2) 50 9,451 (9,382) — 119 Subtotal 2,094 11,421 (13,617) (14) (116) Non-cash charges (2) (37) Segment Total 11,384 EMEA & APAC Termination benefits (1) 5,774 2,672 (3,391) 90 5,145 Facility closure costs (2) 241 8,205 (5,686) 29 2,789 Subtotal 6,015 10,877 (9,077) 119 7,934 Non-cash charges (2) 835 Segment Total 11,712 Total $ 8,109 22,298 $ (22,694) $ 105 $ 7,818 Non-cash charges (2) 798 Total Provision $ 23,096 (1) Includes severance and other termination benefits, including outplacement services. (2) Includes the cost of relocating associates, relocating equipment, lease termination expense, and other costs in connection with the closure and optimization of facilities and product lines. Year Ended December 31, 2021 Balance at Beginning of Period Charges Payments Foreign Currency Translation Balance at End of Period (In thousands) Restructuring and other related charges: Americas Termination benefits (1) $ 1,089 $ 5,414 $ (4,455) $ (4) $ 2,044 Facility closure costs (2) 469 5,978 (6,397) — 50 Subtotal 1,558 11,392 (10,852) (4) 2,094 Non-cash charges (2) 220 Segment Total 11,612 EMEA & APAC Termination benefits (1) 4,247 4,219 (2,641) (51) 5,774 Facility closure costs (2) 122 2,090 (1,954) (17) 241 Subtotal 4,369 6,309 (4,595) (68) 6,015 Non-cash charges (2) 1,033 Segment Total 7,342 Total $ 5,927 17,701 $ (15,447) $ (72) $ 8,109 Non-cash charges (2) 1,253 Total Provision $ 18,954 (1) Includes severance and other termination benefits, including outplacement services. |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligations | The following table summarizes the total changes in the Company’s pension and accrued post-retirement benefits and plan assets and includes a statement of the plans’ funded status: Pension Benefits Other Post-Retirement Benefits Year Ended December 31, Year Ended December 31, 2022 2021 2022 2021 (In thousands) Change in benefit obligation: Projected benefit obligation, beginning of year $ 142,914 $ 155,914 $ 382 $ 388 Transfer from Former Parent 200,690 — 11,697 — Service cost 1,684 1,785 15 14 Interest cost 5,874 1,668 234 22 Plan amendments 862 911 — — Actuarial gain (60,148) (1,866) (2,807) (25) Foreign exchange effect (12,452) (6,653) (35) (7) Benefits paid (23,385) (8,168) (636) (10) Settlements (283) (847) — — Other 266 170 — — Projected benefit obligation, end of year $ 256,022 $ 142,914 $ 8,850 $ 382 Accumulated benefit obligation, end of year $ 253,123 $ 139,513 $ 8,850 $ 382 Change in plan assets: Fair value of plan assets, beginning of year $ 84,503 $ 73,114 $ — $ — Transfer from Former Parent 201,259 — — — Actual return on plan assets (51,266) 4,706 — — Employer contributions 5,315 5,210 636 10 Foreign exchange effect (7,583) (1,594) — — Benefits paid (23,385) (8,168) (636) (10) Settlements (1) 9,947 11,272 — — Other 260 (37) — — Fair value of plan assets, end of year $ 219,050 $ 84,503 $ — $ — Funded status, end of year $ (36,972) $ (58,411) $ (8,850) $ (382) Amounts recognized on the Consolidated and Combined Balance Sheets as of December 31: Non-current assets $ 15,701 $ 7,119 $ — $ — Current liabilities (3,025) (3,393) (824) (23) Non-current liabilities (49,648) (62,137) (8,026) (359) Total $ (36,972) $ (58,411) $ (8,850) $ (382) (1) Settlements includes gains of $9.1 million a nd $11.2 million classified as Pension settlement gain on the Company’s Consolidated Statement of Operations for the years ended December 31, 2022 and December 31, 2021, respectively. The following table summarizes the changes in the Company’s foreign pension benefit obligations and plan assets, included in the table above, and includes a statement of the plans’ funded status: Foreign Pension Benefits Year Ended December 31, 2022 2021 (In thousands) Change in benefit obligation: Projected benefit obligation, beginning of year $ 141,278 $ 154,075 Service cost 1,684 1,785 Interest cost 2,161 1,646 Plan amendments 862 911 Actuarial gain (25,131) (1,787) Foreign exchange effect (12,452) (6,653) Benefits paid (8,984) (8,022) Settlements (283) (847) Other 266 170 Projected benefit obligation, end of year $ 99,401 $ 141,278 Accumulated benefit obligation, end of year $ 96,500 $ 137,876 Change in plan assets: Fair value of plan assets, beginning of year $ 84,503 $ 73,114 Actual return on plan assets (12,494) 4,706 Employer contributions 5,170 5,064 Foreign exchange effect (7,581) (1,594) Benefits paid (8,984) (8,022) Settlements 9,947 11,272 Other 260 (37) Fair value of plan assets, end of year $ 70,821 $ 84,503 Funded status, end of year $ (28,580) $ (56,775) |
Schedule of Expected Benefit Payments | The following benefit payments are expected to be paid during each respective fiscal year: Pension Benefits Other Post-Retirement Benefits All Plans Foreign Plans (In thousands) 2023 $ 22,709 $ 7,551 $ 824 2024 21,890 7,125 783 2025 21,625 7,271 779 2026 21,564 7,651 774 2027 20,830 7,388 766 2028 - 2032 96,928 37,424 3,326 |
Schedule of Allocation of Plan Assets | The following are the actual allocation percentages for the Company’s pension plan assets: Actual Asset Allocation December 31, 2022 2021 U.S. Plans: Equity securities: U.S. 36 % — % International 13 % — % Fixed income 50 % — % Cash and cash equivalents 1 % — % Foreign Plans: Equity securities 4 % 23 % Fixed income securities 34 % 25 % Cash and cash equivalents 16 % 1 % Insurance contracts 34 % 38 % Investment funds (1) 12 % 13 % (1) Represents various fixed income and equity securities. A summary of the Company’s pension plan assets for each fair value hierarchy level for the periods presented follows (see Note 17, “Fai r Value Measurements” for further description of the levels within the fair value hierarchy): December 31, 2022 Measured at Net Asset Value (1) Level Level Level (In thousands) U.S. Plans: Cash and cash equivalents $ — $ 1,591 $ — $ — $ 1,591 Equity securities: U.S. large cap 31,018 — — — 31,018 U.S. small/mid cap 10,789 11,289 — — 22,078 International 18,928 — — — 18,928 Fixed income mutual funds: U.S. government and corporate 73,497 — — — 73,497 Other — 1,118 — — 1,118 Foreign Plans: Cash and cash equivalents (2) — 11,348 — — 11,348 Equity securities — 2,475 — — 2,475 Non-U.S. government and corporate bonds — 24,289 — — 24,289 Insurance contracts — — 24,236 — 24,236 Investment funds — — 8,400 — 8,400 Other — 33 39 — 72 $ 134,232 $ 52,143 $ 32,675 $ — $ 219,050 (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient (the “NAV”) have not been classified in the fair value hierarchy. These investments, consisting of common/collective trusts, are valued using the NAV provided by the Trustee. The NAV is based on the underlying investments held by the fund, that are traded in an active market, less its liabilities. These investments are able to be redeemed in the near-term. (2) The weighted-average interest crediting rates received in Cash and cash equivalents of foreign plans are immaterial relative to total plan assets. December 31, 2021 Measured at Net Asset Value Level Level Level (In thousands) Foreign Plans: Cash and cash equivalents (1) $ — $ 442 $ — $ — $ 442 Equity securities — 19,305 — — 19,305 Non-U.S. government and corporate bonds — 21,310 — — 21,310 Insurance contracts — — 32,570 — 32,570 Investment funds — — 10,836 — 10,836 Other — — 40 — 40 $ — $ 41,057 $ 43,446 $ — $ 84,503 (1) The weighted-average interest crediting rates received in Cash and cash equivalents of foreign plans are immaterial relative to total plan assets. |
Schedule of Net Benefit Costs | The following table sets forth the components of net periodic benefit cost and Other comprehensive income of the Company’s defined benefit pension plans and other post-retirement employee benefit plans: Pension Benefits Other Post-Retirement Benefits Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 (In thousands) Components of Net Periodic Benefit (Income) Cost: Service cost $ 1,684 $ 1,785 $ 1,577 $ 15 $ 14 $ 8 Interest cost 5,874 1,668 2,260 234 22 16 Amortization 4,313 1,220 785 (181) — (8) Settlement gain (9,114) (11,195) — — 8 — Other 92 2 154 — — — Expected return on plan assets (11,519) (2,258) (2,397) — — — Net periodic benefit (income) cost $ (8,670) $ (8,778) $ 2,379 $ 68 $ 44 $ 16 Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: Transfer from Former Parent $ 53,134 $ — $ — $ (2,629) $ — $ — Current year net actuarial (gain) loss 949 (5,788) 6,533 (2,807) (27) 157 Current year prior service cost 862 — 95 — — — Less amounts included in net periodic benefit cost: Amortization of net (gain) loss (4,340) (1,228) (785) 181 (8) 8 Settlement/divestiture/other gain (67) — (89) — — — Amortization of prior service cost (1,067) (5) — — — — Total recognized in Other comprehensive (gain) loss $ 49,471 $ (7,021) $ 5,754 $ (5,255) $ (35) $ 165 Foreign Pension Benefits Year Ended December 31, 2022 2021 2020 (In thousands) Components of Net Periodic Benefit (Income) Cost: Service cost $ 1,684 $ 1,785 $ 1,577 Interest cost 2,161 1,646 2,218 Amortization 687 1,118 692 Settlement gain (9,114) (11,195) — Other 92 2 154 Expected return on plan assets (2,063) (2,258) (2,397) Net periodic benefit (income) cost $ (6,553) $ (8,902) $ 2,244 Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: Current year net actuarial loss (gain) $ (12,262) $ (5,710) $ 6,389 Current year prior service cost 862 — 101 Less amounts included in net periodic benefit (income) cost: Amortization of net loss (714) (1,126) (692) Settlement/divestiture/other gain (67) — (89) Amortization of prior service cost (1,067) (5) — Total recognized in Other comprehensive (gain) loss $ (13,248) $ (6,841) $ 5,709 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The following table sets forth the components of net periodic benefit cost and Other comprehensive income of the Company’s defined benefit pension plans and other post-retirement employee benefit plans: Pension Benefits Other Post-Retirement Benefits Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 (In thousands) Components of Net Periodic Benefit (Income) Cost: Service cost $ 1,684 $ 1,785 $ 1,577 $ 15 $ 14 $ 8 Interest cost 5,874 1,668 2,260 234 22 16 Amortization 4,313 1,220 785 (181) — (8) Settlement gain (9,114) (11,195) — — 8 — Other 92 2 154 — — — Expected return on plan assets (11,519) (2,258) (2,397) — — — Net periodic benefit (income) cost $ (8,670) $ (8,778) $ 2,379 $ 68 $ 44 $ 16 Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: Transfer from Former Parent $ 53,134 $ — $ — $ (2,629) $ — $ — Current year net actuarial (gain) loss 949 (5,788) 6,533 (2,807) (27) 157 Current year prior service cost 862 — 95 — — — Less amounts included in net periodic benefit cost: Amortization of net (gain) loss (4,340) (1,228) (785) 181 (8) 8 Settlement/divestiture/other gain (67) — (89) — — — Amortization of prior service cost (1,067) (5) — — — — Total recognized in Other comprehensive (gain) loss $ 49,471 $ (7,021) $ 5,754 $ (5,255) $ (35) $ 165 Foreign Pension Benefits Year Ended December 31, 2022 2021 2020 (In thousands) Components of Net Periodic Benefit (Income) Cost: Service cost $ 1,684 $ 1,785 $ 1,577 Interest cost 2,161 1,646 2,218 Amortization 687 1,118 692 Settlement gain (9,114) (11,195) — Other 92 2 154 Expected return on plan assets (2,063) (2,258) (2,397) Net periodic benefit (income) cost $ (6,553) $ (8,902) $ 2,244 Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: Current year net actuarial loss (gain) $ (12,262) $ (5,710) $ 6,389 Current year prior service cost 862 — 101 Less amounts included in net periodic benefit (income) cost: Amortization of net loss (714) (1,126) (692) Settlement/divestiture/other gain (67) — (89) Amortization of prior service cost (1,067) (5) — Total recognized in Other comprehensive (gain) loss $ (13,248) $ (6,841) $ 5,709 |
Schedule of Net Periodic Benefit Cost Not yet Recognized | The components of net unrecognized pension and other post-retirement benefit cost included in Accumulated other comprehensive loss in the Consolidated and Combined Balance Sheets that have not been recognized as a component of net periodic benefit cost are as follows: Pension Benefits Other Post-Retirement December 31, December 31, 2022 2021 2022 2021 (In thousands) Net actuarial loss (gain) 71,066 21,388 (5,199) 56 Prior service (income) cost (112) 95 — — Total $ 70,954 $ 21,483 $ (5,199) $ 56 |
Schedule of Assumptions Used | The key economic assumptions used in the measurement of the Company’s pension and other post-retirement benefit obligations are as follows: Pension Benefits Other Post-Retirement December 31, December 31, 2022 2021 2022 2021 Weighted-average discount rate: All plans 4.6 % 1.9 % 5.0 % 6.6 % Foreign plans 4.3 % 1.9 % — % — % Weighted-average rate of increase in compensation levels for active foreign plans (1) 3.2 % 0.6 % — % — % (1) Weighted-average rate of increase is only applicable to plans with compensation increase assumptions. The key economic assumptions used in the computation of net periodic benefit cost are as follows: Pension Benefits Other Post-Retirement Benefits Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Weighted-average discount rate: All plans 2.2 % 1.3 % 2.0 % 2.6 % 6.0 % 7.6 % Foreign plans 1.9 % 1.3 % 1.9 % — % — % — % Weighted-average expected return on plan assets: All plans 4.8 % 3.6 % 4.1 % — % — % — % Foreign plans 3.2 % 3.6 % 4.1 % — % — % — % Weighted-average rate of increase in compensation levels for active foreign plans (1) 3.2 % 3.4 % 3.7 % — % — % — % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consisted of the following: December 31, 2022 (In thousands) Term loans $ 1,000,000 Revolving credit facilities 221,000 Total debt 1,221,000 Unamortized deferred financing fees (1) (2,357) Long-term debt $ 1,218,643 (1) In the Company’s Consolidated Balance sheet, $1.2 million of deferred financing fees related to the Revolving Facility are included in Other assets and $2.4 million of deferred financing fees related to the Term Facilities are recorded as a contra-liability within Long-term debt. |
Schedule of the Contractual Maturities of the Company's Debt | The contractual maturities of the Company’s debt is as follows: December 31, 2022 (in thousands) 2023 $ — 2024 — 2025 600,000 2026 — 2027 621,000 Total debt (1) $ 1,221,000 (1) Total debt excludes $3.6 million of related unamortized deferred financing fees. |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The effects of designated cash flow hedges on the Company’s Consolidated and Combined Statements of Operations consisted of the following: Year Ended December 31, Derivative type Loss recognized in the Consolidated and Combined Statements of Operations: 2022 (In thousands) Interest rate swap agreements Interest expense (income) and other, net $ 413 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below shows the fair value of the derivatives recognized in the Consolidated Balance Sheet: December 31, 2022 Designated as hedging instruments Other Liabilities Other Assets (In thousands) Cross currency swap agreements $ 10,769 $ — Interest rate swap agreements — 14,342 Total $ 10,769 $ 14,342 |
Schedule of Derivative Instruments | The Company recognized the following in its Consolidated and Combined Financial Statements related to its derivative instruments not designated in a hedging relationship: Year Ended December 31, Foreign currency contracts 2022 2021 2020 (In thousands) Change in unrealized gains 1,338 177 1,426 Realized loss (1) (17,601) (5,631) (469) |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The effects of the excluded components of designated net investment hedges on the Company’s Consolidated and Combined Statements of Operations consisted of the following: Year Ended December 31, Derivative type Gain recognized in the Consolidated and Combined Statements of Operations: 2022 (In thousands) Cross currency swap agreements Interest expense (income) and other, net $ (2,181) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows (see Note 14, “Benefit Plan s” for classification of the assets of the Company’s benefit plans within the fair value hierarchy): December 31, 2022 Level Level Level Total (In thousands) Assets: Cash equivalents $ 8,195 $ — $ — $ 8,195 Foreign currency contracts - not designated as hedges (1) — 3,682 — 3,682 Interest rate swap agreements — 14,342 — 14,342 Deferred compensation plans — 2,501 — 2,501 $ 8,195 $ 20,525 $ — $ 28,720 Liabilities: Foreign currency contracts - not designated as hedges (2) $ — $ 2,166 $ — $ 2,166 Cross currency swap agreements — 10,769 — 10,769 Deferred compensation plans — 2,501 — 2,501 $ — $ 15,436 $ — $ 15,436 (1) Included within Other Current Assets in the Consolidated Balance Sheet. (2) Included within Accrued Liabilities in the Consolidated Balance Sheet. December 31, 2021 Level Level Level Total (In thousands) Assets: Cash equivalents $ 8,133 $ — $ — $ 8,133 Foreign currency contracts - not designated as hedges (1) — 2,487 — 2,487 $ 8,133 $ 2,487 $ — $ 10,620 Liabilities: Foreign currency contracts - not designated as hedges (2) $ — $ 2,309 $ — $ 2,309 (1) Included within Other Current Assets in the Consolidated Balance Sheet. (2) Included within Accrued Liabilities in the Consolidated Balance Sheet. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table presents the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020. All amounts are net of tax and noncontrolling interest, if any. Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Loss on Net Investment Hedges Gain on Cash Flow Hedges Total (In thousands) Balance at January 1, 2020 $ (23,887) $ (399,641) $ — $ — $ (423,528) Other comprehensive income (loss) before reclassifications: — Net actuarial loss (4,328) — — — (4,328) Foreign currency translation adjustment (1,791) 32,816 — — 31,025 Other comprehensive (loss) income before reclassifications (6,119) 32,816 — — 26,697 Amounts reclassified from Accumulated other comprehensive loss (1) 628 — — — 628 Net current period Other comprehensive (loss) income (5,491) 32,816 — — 27,325 Balance at December 31, 2020 (29,378) (366,825) — — (396,203) Other comprehensive income (loss) before reclassifications: — Net actuarial gain 7,479 — — — 7,479 Foreign currency translation adjustment 1,534 (72,867) — — (71,333) Other comprehensive (loss) income before reclassifications 9,013 (72,867) — — (63,854) Amounts reclassified from Accumulated other comprehensive loss (1) (831) — — — (831) Net current period Other comprehensive (loss) income 8,182 (72,867) — — (64,685) Balance at December 31, 2021 (21,196) (439,692) — — (460,888) Other comprehensive income (loss) before reclassifications: Amounts contributed by Former Parent (2) (50,504) (8,759) — — (59,263) Net actuarial gain 113 — — — 113 Foreign currency translation adjustment 1,712 (82,351) (8,336) — (88,975) Loss on long-term intra-entity foreign currency transactions — (83,105) — — (83,105) Unrealized gain on cash flow hedges — — — 10,782 10,782 Other comprehensive (loss) income before reclassifications (48,679) (174,215) (8,336) 10,782 (220,448) Amounts reclassified from Accumulated other comprehensive loss (1)(3) 6,028 — — 320 6,348 Net current period Other comprehensive (loss) income (42,651) (174,215) (8,336) 11,102 (214,100) Balance at December 31, 2022 $ (63,847) $ (613,907) $ (8,336) $ 11,102 $ (674,988) (1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost. See Note 14, “Benefit Plans” for additional details. (2) Includes unrecognized pension and other post-retirement costs and accumulated currency translation adjustments of certain entities which were part of the Corporate segment of the Former Parent and were transferred to ESAB Corporation in anticipation of the Separation. Please see Note 1, “Organization and Basis of Presentation” for more information on the entities contributed from the Former Parent. (3) During the year ended December 31, 2022, the amount on this line within the Gain on Cash Flow Hedges column is a component of Interest expense (income) and other, net. See Note 16, “Derivatives”, for additional details. |
Schedule of Nonvested Share Activity | The activity of the Company’s PRSUs and RSUs is as follows: PRSUs RSUs Number Weighted- Number Weighted- Balance at December 31, 2021 — $ — — $ — Awards converted from Former Parent plan 58,636 58.03 333,223 52.89 Granted 51,652 49.40 187,556 47.28 Vested — — (27,354) 48.11 Forfeited and expired — — (29,147) 52.40 Balance at December 31, 2022 110,288 53.99 464,278 50.80 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Loss Contingencies By Claims Quantities | Asbestos-related claims activity since December 31, 2021 is as follows: Year Ended December 31, 2022 (Number of claims) Claims unresolved, beginning of period 14,559 Claims filed (1) 4,338 Claims resolved (2) (4,791) Claims unresolved, end of period 14,106 (In dollars) Average cost of resolved claims (3) $ 10,017 (1) Claims filed include all asbestos claims for which notification has been received or a file has been opened. (2) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants. (3) Excludes claims settled in Mississippi for which the majority of claims have historically been resolved for no payment and insurance recoveries. |
Schedule Of Asbestos Related Litigation | The Company’s Consolidated and Combined Balance Sheet included the following amounts related to asbestos-related litigation: December 31, 2022 (In thousands) Long-term asbestos insurance asset (1) $ 215,112 Long-term asbestos insurance receivable (1) 17,231 Accrued asbestos liability (2) 30,108 Long-term asbestos liability (3) 230,581 (1) Included in Other assets in the Consolidated and Combined Balance Sheet. (2) Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay, and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Consolidated and Combined Balance Sheet. (3) Included in Other liabilities in the Consolidated and Combined Balance Sheet. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The Company’s segment results were as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Net sales (1) : Americas $ 1,128,306 $ 1,004,208 $ 767,414 EMEA & APAC 1,465,174 1,423,907 1,182,655 $ 2,593,480 $ 2,428,115 $ 1,950,069 Adjusted EBITDA (2) : Americas $ 188,577 $ 159,623 $ 111,588 EMEA & APAC 248,177 244,458 189,558 $ 436,754 $ 404,081 $ 301,146 Depreciation, amortization and other impairment charges: Americas $ 29,281 $ 33,890 $ 36,380 EMEA & APAC 36,697 42,009 40,264 $ 65,978 $ 75,899 $ 76,644 Capital expenditures: Americas $ 18,005 $ 14,095 $ 15,244 EMEA & APAC 22,238 21,489 24,894 $ 40,243 $ 35,584 $ 40,138 (1) For the years ended December 31, 2022, 2021 and 2020, the total Net sales originating from the United States were $583.0 million, $533.5 million and $443.7 million, respectively. The remainder of the sales were derived from foreign countries. (2) The following is a reconciliation of Net income from continuing operations to Adjusted EBITDA: Year Ended December 31, 2022 2021 2020 (In thousands) Net income from continuing operations $ 231,081 $ 238,679 $ 159,868 Income tax expense 69,170 80,409 45,971 Interest expense (income) and other, net (1) 37,950 (29) (1,023) Pension settlement gain (9,136) (11,208) — Restructuring and other related charges 23,096 18,954 21,633 Separation costs (2) 15,545 2,865 — Acquisition - amortization and other related charges (3) 34,196 35,949 36,331 Depreciation and other amortization 34,852 38,462 38,366 Adjusted EBITDA $ 436,754 $ 404,081 $ 301,146 (1) Relates to removal of interest expense, net included within the Interest expense (income) and other, net line within the Consolidated and Combined Statements of Operations (2) I ncludes non-recurrin g charges and employee costs related to the planning and execution of t he separation from Enovis within the Selling, general and administrative expense line within the Consolidated and Combined Statements of Operations. (3) Includes transaction expenses, amortization of intangibles, fair value charges on acquired inventories and integration expenses. December 31, 2022 2021 (In thousands) Investments in Equity Method Investees: Americas $ — $ — EMEA & APAC 28,527 28,180 $ 28,527 $ 28,180 Total Assets: Americas $ 1,666,799 $ 1,304,797 EMEA & APAC 2,087,216 2,156,465 $ 3,754,015 $ 3,461,262 |
Schedule of Long-Lived Assets, by Geographical Areas | December 31, 2022 2021 (In thousands) Property, Plant and Equipment, Net (1) : United States $ 68,380 $ 64,136 Czech Republic 60,278 63,273 India 34,892 37,312 Russia 19,111 18,797 Mexico 17,666 14,720 Other foreign countries 83,899 88,040 $ 284,226 $ 286,278 (1) As the Company does not allocate all long-lived assets, specifically intangible assets, to each individual country, evaluation of long-lived assets in total is impracticable. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) $ in Thousands | 12 Months Ended | ||||
Apr. 04, 2022 USD ($) shares | Mar. 21, 2022 plan | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Concentration Risk [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Net income | $ 223,747 | $ 235,110 | $ 157,414 | ||
Stockholders' Equity Attributable to Parent | (1,350,207) | $ (2,460,735) | |||
Foreign Currency Translation Adjustment | |||||
Concentration Risk [Line Items] | |||||
Stockholders' Equity Attributable to Parent | 90,000 | ||||
Russia | |||||
Concentration Risk [Line Items] | |||||
Net income | $ 20,000 | ||||
Russia | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (as a percent) | 6% | ||||
Russia | Assets, Total | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (as a percent) | 5% | ||||
The Credit Agreement | |||||
Concentration Risk [Line Items] | |||||
Indebtedness incurred | $ 1,200,000 | ||||
Enovis Corporation | |||||
Concentration Risk [Line Items] | |||||
Number of shares sold (in shares) | shares | 6,000,000 | ||||
ESAB Corporation | Enovis Corporation | |||||
Concentration Risk [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10% | ||||
Common Stock | |||||
Concentration Risk [Line Items] | |||||
Percentage of outstanding stock after spin-off (as a percent) | 90% | ||||
Common Stock | Enovis Corporation | |||||
Concentration Risk [Line Items] | |||||
Number of shares recapitalized (in shares) | shares | 0.333 | ||||
Defined Benefit Plan, Unfunded Plan | |||||
Concentration Risk [Line Items] | |||||
Number of defined benefit plans | plan | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) reporting_unit | Dec. 31, 2021 USD ($) reporting_unit | Dec. 31, 2020 USD ($) reporting_unit | |
Research and development costs | $ 36,000 | $ 39,700 | $ 34,800 |
LIFO inventory amount | 131,100 | 142,400 | |
Reserve for excess and obsolete inventory | $ (40,090) | $ (37,869) | |
Number of reporting units | reporting_unit | 3 | 2 | 3 |
Minimum | Acquired Trade names, Customer Relationships, Acquired Technology and Software License Agreements | |||
Intangible asset, useful life (in years) | 10 years | ||
Maximum | Acquired Trade names, Customer Relationships, Acquired Technology and Software License Agreements | |||
Intangible asset, useful life (in years) | 30 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Foreign Transaction Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Accounting Estimate [Line Items] | |||
Foreign currency transaction loss (gain), net | $ 2,706 | $ 2,386 | $ 1,101 |
Argentina, Pesos | |||
Change in Accounting Estimate [Line Items] | |||
Foreign currency transaction loss (gain), net | 2,400 | ||
Selling, general and administrative expense | |||
Change in Accounting Estimate [Line Items] | |||
Foreign currency transaction loss (gain), net | 2,597 | 2,195 | 788 |
Selling, general and administrative expense | Argentina, Pesos | |||
Change in Accounting Estimate [Line Items] | |||
Foreign currency transaction loss (gain), net | 6,600 | ||
Interest (income) expense and other, net | |||
Change in Accounting Estimate [Line Items] | |||
Foreign currency transaction loss (gain), net | 109 | $ 191 | $ 313 |
Interest (income) expense and other, net | Argentina, Pesos | |||
Change in Accounting Estimate [Line Items] | |||
Foreign currency transaction loss (gain), net | $ 3,300 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss from discontinued operations, net of taxes | $ (3,068) | $ 0 | $ 0 |
Cash used in operating activities, discontinued operations | 23,100 | ||
Asbestos Related Activity | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss from discontinued operations, net of taxes | 7,500 | ||
Income tax benefit | $ 4,400 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Oct. 31, 2022 | Oct. 17, 2022 | Oct. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Cash consideration, net | $ 149,029 | $ 4,885 | $ 0 | |||
Swift Cut Automation Limited | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration, net | $ 22,000 | |||||
Ohio Medical, LLC, | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration, net | $ 127,000 | |||||
Cash tax benefit | $ 15,000 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 2,593,480 | $ 2,428,115 | $ 1,950,069 |
Equipment | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,852,656 | 758,267 | 607,504 |
Consumables | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 740,824 | $ 1,669,848 | $ 1,342,565 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Contract liability | $ 25.9 | $ 22.3 | $ 21.6 |
Revenue - Allowance for Credit
Revenue - Allowance for Credit Loss Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at Beginning of Period | $ 23,912 |
Charged to Expense, net | 4,526 |
Write-Offs and Deductions | (4,978) |
Foreign Currency Translation | 11 |
Balance at End of Period | $ 23,471 |
Earnings per Share from Conti_3
Earnings per Share from Continuing Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Apr. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Computation of earnings per share from continuing operations - basic: | ||||
Income from continuing operations attributable to ESAB Corporation | $ 226,815 | |||
Less: distributed and undistributed earnings allocated to nonvested shares | (1,600) | $ 0 | $ 0 | |
Net Income (Loss) Available to Common Stockholders | $ 225,215 | $ 235,110 | $ 157,414 | |
Weighted-average shares of common stock outstanding - basic (in shares) | 60,034,311 | 60,054,930,000 | 60,034,311 | 60,034,311 |
Income per share from continuing operations – basic (in dollars per share) | $ 3.75 | $ 3.92 | $ 2.62 | |
Computation of earnings (loss) per share from continuing operations - diluted: | ||||
Net effect of potentially dilutive securities (in shares) | 98,129,000 | 0 | 0 | |
Weighted-average shares of common stock outstanding - assuming dilution (in shares) | 60,153,059,000 | 60,034,311 | 60,034,311 | |
Income per share from continuing operations – assuming dilution (in dollars per share) | $ 3.74 | $ 3.92 | $ 2.62 | |
Income attributable to noncontrolling interest, net of taxes | $ 4,266 | $ 3,569 | $ 2,454 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Taxes and Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income from continuing operations before income taxes: | |||
Domestic operations | $ (19,234) | $ 10,140 | $ 14,505 |
Foreign operations | 319,485 | 308,948 | 191,334 |
Income from continuing operations before income taxes | 300,251 | 319,088 | 205,839 |
Current: | |||
Federal | 8,928 | 18,477 | 9,262 |
State | 2,451 | 1,797 | 921 |
Foreign | 77,728 | 68,779 | 49,819 |
Current income tax | 89,107 | 89,053 | 60,002 |
Deferred: | |||
Federal | (7,501) | (12,700) | (8,698) |
State | 358 | 161 | (677) |
Foreign | (12,794) | 3,895 | (4,656) |
Deferred Income Tax | (19,937) | (8,644) | (14,031) |
Income tax expense | $ 69,170 | $ 80,409 | $ 45,971 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Taxes calculated at the U.S. federal statutory rate | $ 63,053 | $ 67,008 | $ 42,820 |
State taxes | 2,809 | 1,933 | 245 |
Effect of tax rates on international operations | (9,010) | (8,879) | (572) |
Changes in tax reserves | (350) | 2,734 | 1,346 |
Non-taxable dividends | 0 | (46) | (2,675) |
Research and development tax credits | (542) | (587) | (1,351) |
Effect of U.S. taxation on international operations | 310 | (313) | (1,634) |
Permanent differences, net | 7,209 | 483 | 1,284 |
Provision to return | (7,055) | (7,415) | 1,053 |
Withholding taxes | 12,133 | 9,567 | 6,108 |
Capital gain | (3,655) | 12,371 | 0 |
Valuation Allowance | 4,503 | 3,737 | |
Other | (235) | (184) | (653) |
Income tax expense | $ 69,170 | $ 80,409 | $ 45,971 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Post-retirement benefit obligation | $ 5,761 | $ 4,430 |
Expenses currently not deductible | 36,320 | 29,245 |
Net operating loss carryforward | 111,497 | 22,374 |
Tax credit carryforward | 10,320 | 0 |
Depreciation and amortization | 9,124 | 16,450 |
Inventory | 5,685 | 138 |
Other | 36,873 | 24,648 |
Valuation allowance | (88,202) | (15,465) |
Deferred tax assets, net | 127,378 | 81,820 |
Deferred tax liabilities: | ||
Depreciation and amortization | (121,858) | (135,726) |
Outside basis differences and other | (102,336) | (108,542) |
Total deferred tax liabilities | (224,194) | (244,268) |
Total deferred tax liabilities, net | $ (96,816) | $ (162,448) |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Assets and Liabilities Balance Sheet Items (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Examination [Line Items] | ||
Other liabilities | $ (161,500) | $ (203,760) |
Total deferred tax liabilities, net | (96,816) | (162,448) |
Other Assets | ||
Income Tax Examination [Line Items] | ||
Other assets | 42,860 | 9,357 |
Other Liabilities | ||
Income Tax Examination [Line Items] | ||
Other liabilities | $ (139,676) | $ (171,805) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Apr. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | |||||
Valuation allowance | $ 88,202 | $ 15,465 | |||
Increase in valuation allowance | 4,500 | ||||
Decrease in valuation allowance | 600 | ||||
Net operating loss carryforward, subject to expiration | 18,100 | ||||
Deferred tax liability, increase (decrease) | 4,500 | ||||
Unrecognized tax benefits | 20,203 | 37,681 | $ 35,201 | $ 34,014 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 5,600 | 6,200 | 5,200 | ||
Unrecognized tax (benefits), income tax penalties and interest expense | (700) | $ 900 | $ 700 | ||
Undistributed foreign earnings | 4,500 | ||||
Forecast | |||||
Income Tax Examination [Line Items] | |||||
Repatriation of foreign earnings | $ 11,000 | ||||
Foreign Tax Authority | |||||
Income Tax Examination [Line Items] | |||||
Operating loss carryforwards | 424,300 | ||||
Undistributed earnings of foreign subsidiaries | $ 57,500 |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 37,681 | $ 35,201 | $ 34,014 |
Addition for tax positions taken in prior periods | 1,971 | 738 | 2,785 |
Addition for tax positions taken in the current period | 1,171 | 2,987 | 569 |
Reductions resulting from a lapse of applicable statute of limitations | (565) | (1,827) | |
Reductions related to settlements with taxing authorities | (922) | (425) | |
Transfer from Former Parent, impact of foreign currency translation and other | (2,801) | ||
Other, including the impact of foreign currency translation and U.S. tax rate changes | (16,897) | (255) | (340) |
Ending Balance | $ 20,203 | $ 37,681 | $ 35,201 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance beginning of period | $ 1,532,993 | $ 1,553,231 |
Goodwill attributable to acquisition | 76,230 | 4,159 |
Impact of foreign currency translation | (79,456) | (24,397) |
Balance end of period | 1,529,767 | 1,532,993 |
Americas | ||
Goodwill [Roll Forward] | ||
Balance beginning of period | 519,154 | 522,777 |
Goodwill attributable to acquisition | 63,183 | 4,159 |
Impact of foreign currency translation | 3,508 | (7,782) |
Balance end of period | 585,845 | 519,154 |
EMEA & APAC | ||
Goodwill [Roll Forward] | ||
Balance beginning of period | 1,013,839 | 1,030,454 |
Goodwill attributable to acquisition | 13,047 | 0 |
Impact of foreign currency translation | (82,964) | (16,615) |
Balance end of period | $ 943,922 | $ 1,013,839 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets Schedule [Line Items] | ||
Accumulated Amortization | $ (357,383) | $ (329,289) |
Total intangible assets | 874,550 | 850,723 |
Trade names | ||
Intangible Assets Schedule [Line Items] | ||
Gross Carrying Amount | 22,464 | 16,550 |
Accumulated Amortization | (9,412) | (8,754) |
Customer relationships | ||
Intangible Assets Schedule [Line Items] | ||
Gross Carrying Amount | 482,499 | 448,839 |
Accumulated Amortization | (203,041) | (185,071) |
Technology | ||
Intangible Assets Schedule [Line Items] | ||
Gross Carrying Amount | 71,192 | 71,503 |
Accumulated Amortization | (50,005) | (49,276) |
Software | ||
Intangible Assets Schedule [Line Items] | ||
Gross Carrying Amount | 94,904 | 91,547 |
Accumulated Amortization | (74,799) | (67,888) |
Other intangible assets | ||
Intangible Assets Schedule [Line Items] | ||
Gross Carrying Amount | 22,800 | 22,800 |
Accumulated Amortization | (20,126) | (18,300) |
Trade names | ||
Intangible Assets Schedule [Line Items] | ||
Indefinite-Lived Intangible Assets | $ 180,691 | $ 199,484 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 35.6 | $ 42.1 | $ 41.8 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization Expense (Details ) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 33,812 |
2024 | 28,249 |
2025 | 27,204 |
2026 | 26,116 |
2027 | $ 21,651 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 563,141 | $ 550,937 |
Accumulated depreciation | (278,915) | (264,659) |
Property, plant and equipment, net | 284,226 | 286,278 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,839 | 16,028 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 164,472 | 172,835 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life | 5 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life | 40 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 382,830 | $ 362,074 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life | 15 years |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and other amortization | $ 29.5 | $ 32.5 | $ 32.9 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 153,099 | $ 148,376 |
Work in process | 44,086 | 39,595 |
Finished goods | 261,902 | 268,831 |
Inventories, gross | 459,087 | 456,802 |
LIFO reserve | (2,168) | 1,129 |
Less: allowance for excess, slow-moving and obsolete inventory | (40,090) | (37,869) |
Inventories, net | $ 416,829 | $ 420,062 |
Percentage of inventory valued at LIFO | 31.50% | 33.90% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expense | $ 21,300 | $ 23,000 | $ 21,600 |
Future lease payments by year: | |||
2023 | 21,603 | ||
2024 | 16,876 | ||
2025 | 13,127 | ||
2026 | 10,502 | ||
2027 | 8,221 | ||
Thereafter | 37,867 | ||
Total | 108,196 | ||
Less: present value discount | (13,369) | ||
Present value of lease liabilities | $ 94,827 | ||
Weighted-average remaining lease term (in years): | |||
Operating leases | 7 years 6 months 18 days | ||
Weighted-average discount rate: | |||
Operating leases | 3.50% |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Current and Noncurrent (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT LIABILITIES: | ||
Accrued taxes and deferred tax liabilities | $ 49,615 | $ 58,920 |
Compensation and related benefits | 74,794 | 74,587 |
Asbestos liability | 30,108 | 0 |
Contract liability | 25,899 | 22,265 |
Lease liability | 18,664 | 20,467 |
Warranty liability | 12,946 | 14,954 |
Third-party commissions | 18,315 | 16,130 |
Restructuring liability | 7,533 | 7,834 |
Other | 47,436 | 35,952 |
Accrued liabilities | $ 285,310 | $ 251,109 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Liabilities, Noncurrent [Abstract] | ||
Accrued taxes and deferred tax liabilities | $ 161,500 | $ 203,760 |
Compensation and related benefits | 57,438 | 62,215 |
Asbestos liability | 230,581 | 0 |
Contract liability | $ 0 | $ 0 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total accrued and other liabilities, Noncurrent | Total accrued and other liabilities, Noncurrent |
Lease liability | $ 76,163 | $ 88,777 |
Warranty liability | 0 | 0 |
Third-party commissions | 0 | 0 |
Restructuring liability | 285 | 275 |
Other | 19,372 | 7,918 |
Total accrued and other liabilities, Noncurrent | $ 545,339 | $ 362,945 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities - Warranty Liability Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Warranty liability, beginning of period | $ 14,954 | $ 14,022 |
Accrued warranty expense | 5,322 | 6,707 |
Changes in estimates related to pre-existing warranties | 2,821 | 2,416 |
Cost of warranty service work performed | (9,680) | (7,909) |
Foreign exchange translation effect | (471) | (282) |
Warranty liability, end of period | $ 12,946 | $ 14,954 |
Accrued and Other Liabilities_3
Accrued and Other Liabilities - Restructuring Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | $ 8,109 | $ 5,927 | |
Charges | 22,298 | 17,701 | |
Payments | (22,694) | (15,447) | |
Foreign Currency Translation | 105 | (72) | |
Balance at End of Period | 7,818 | 8,109 | $ 5,927 |
Non cash charges | 798 | 1,253 | |
Total Provision | 23,096 | 18,954 | 21,633 |
Americas | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 2,094 | 1,558 | |
Charges | 11,421 | 11,392 | |
Payments | (13,617) | (10,852) | |
Foreign Currency Translation | (14) | (4) | |
Balance at End of Period | (116) | 2,094 | 1,558 |
Non cash charges | (37) | 220 | |
Total Provision | 11,384 | 11,612 | |
EMEA & APAC | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 6,015 | 4,369 | |
Charges | 10,877 | 6,309 | |
Payments | (9,077) | (4,595) | |
Foreign Currency Translation | 119 | (68) | |
Balance at End of Period | 7,934 | 6,015 | 4,369 |
Non cash charges | 835 | 1,033 | |
Total Provision | 11,712 | 7,342 | |
Termination Benefits | Americas | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 2,044 | 1,089 | |
Charges | 1,970 | 5,414 | |
Payments | (4,235) | (4,455) | |
Foreign Currency Translation | (14) | (4) | |
Balance at End of Period | (235) | 2,044 | 1,089 |
Termination Benefits | EMEA & APAC | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 5,774 | 4,247 | |
Charges | 2,672 | 4,219 | |
Payments | (3,391) | (2,641) | |
Foreign Currency Translation | 90 | (51) | |
Balance at End of Period | 5,145 | 5,774 | 4,247 |
Facility Closure Costs | Americas | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 50 | 469 | |
Charges | 9,451 | 5,978 | |
Payments | (9,382) | (6,397) | |
Foreign Currency Translation | 0 | 0 | |
Balance at End of Period | 119 | 50 | 469 |
Facility Closure Costs | EMEA & APAC | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 241 | 122 | |
Charges | 8,205 | 2,090 | |
Payments | (5,686) | (1,954) | |
Foreign Currency Translation | 29 | (17) | |
Balance at End of Period | $ 2,789 | $ 241 | $ 122 |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Mar. 21, 2022 plan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) plan | Dec. 31, 2020 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension settlement gain | $ 9,136 | $ 11,208 | $ 0 | |
Plans with accumulated benefit obligations in excess of plan assets, accumulated benefit obligation | 201,100 | 68,500 | ||
Plans with accumulated benefit obligations in excess of plan assets, fair value of plan assets | 149,800 | 5,200 | ||
Plans with projected benefit obligations in excess of plan assets, projected benefit obligation | 206,800 | 76,200 | ||
Plans with projected benefit obligations in excess of plan assets, fair value of plan assets | 154,100 | 10,700 | ||
Expected employer contributions in the next fiscal year | $ 5,200 | |||
Weighted-average annual rate of increase (as a percent) | 7.50% | |||
Health care cost trend rate (as a percent) | 4.10% | |||
Defined contribution plan, cost | $ 8,700 | 7,900 | 9,800 | |
Foreign Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Transfer from Former Parent | 219,050 | 84,503 | ||
Defined Benefit Plan, Unfunded Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of defined benefit plans | plan | 2 | |||
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Transfer from Former Parent | 219,050 | 84,503 | 73,114 | |
Change in benefit obligation: | 256,022 | 142,914 | 155,914 | |
Pretax net unrecognized pension and other post-retirement benefit cost included in accumulated other comprehensive loss | 70,954 | 21,483 | ||
Pension settlement gain | 9,114 | 11,195 | 0 | |
Pension Benefits | Former Parent | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Transfer from Former Parent | 201,300 | |||
Change in benefit obligation: | 200,700 | |||
Pension Benefits | Foreign Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Transfer from Former Parent | 70,821 | 84,503 | 73,114 | |
Change in benefit obligation: | 99,401 | 141,278 | 154,075 | |
Pension settlement gain | 9,114 | $ 11,195 | 0 | |
Pension Benefits | Defined Benefit Plan, Unfunded Plan | Former Parent | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of defined benefit plans | plan | 1 | |||
Pretax net unrecognized pension and other post-retirement benefit cost included in accumulated other comprehensive loss | $ 100 | |||
Other Post-Retirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Transfer from Former Parent | 0 | 0 | 0 | |
Change in benefit obligation: | 8,850 | 382 | 388 | |
Pretax net unrecognized pension and other post-retirement benefit cost included in accumulated other comprehensive loss | (5,199) | 56 | ||
Pension settlement gain | $ 0 | (8) | $ 0 | |
Other Post-Retirement Benefits | Former Parent | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Change in benefit obligation: | $ 11,700 | |||
Number of defined benefit plans | plan | 1 |
Benefit Plans - Obligation and
Benefit Plans - Obligation and Asset Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in plan assets: | |||
Pension settlement gain | $ 9,136 | $ 11,208 | $ 0 |
Foreign Plan | |||
Change in plan assets: | |||
Fair value of plan assets, beginning of year | 84,503 | ||
Fair value of plan assets, end of year | 219,050 | 84,503 | |
Pension Benefits | |||
Change in benefit obligation: | |||
Projected benefit obligation, beginning of year | 142,914 | 155,914 | |
Transfer from Former Parent | 200,690 | 0 | |
Service cost | 1,684 | 1,785 | 1,577 |
Interest cost | 5,874 | 1,668 | 2,260 |
Plan amendments | 862 | 911 | |
Actuarial gain | (60,148) | (1,866) | |
Foreign exchange effect | (12,452) | (6,653) | |
Benefits paid | (23,385) | (8,168) | |
Settlements | (283) | (847) | |
Other | 266 | 170 | |
Projected benefit obligation, end of year | 256,022 | 142,914 | 155,914 |
Accumulated benefit obligation, end of year | 253,123 | 139,513 | |
Change in plan assets: | |||
Fair value of plan assets, beginning of year | 84,503 | 73,114 | |
Transfer from Former Parent | 201,259 | 0 | |
Actual return on plan assets | (51,266) | 4,706 | |
Employer contributions | 5,315 | 5,210 | |
Foreign exchange effect | (7,583) | (1,594) | |
Benefits paid | (23,385) | (8,168) | |
Settlements | 9,947 | 11,272 | |
Other | 260 | (37) | |
Fair value of plan assets, end of year | 219,050 | 84,503 | 73,114 |
Funded status, end of year | (36,972) | (58,411) | |
Non-current assets | 15,701 | 7,119 | |
Current liabilities | (3,025) | (3,393) | |
Non-current liabilities | (49,648) | (62,137) | |
Total | (36,972) | (58,411) | |
Pension settlement gain | 9,114 | 11,195 | 0 |
Pension Benefits | Foreign Plan | |||
Change in benefit obligation: | |||
Projected benefit obligation, beginning of year | 141,278 | 154,075 | |
Service cost | 1,684 | 1,785 | 1,577 |
Interest cost | 2,161 | 1,646 | 2,218 |
Plan amendments | 862 | 911 | |
Actuarial gain | (25,131) | (1,787) | |
Foreign exchange effect | (12,452) | (6,653) | |
Benefits paid | (8,984) | (8,022) | |
Settlements | (283) | (847) | |
Other | 266 | 170 | |
Projected benefit obligation, end of year | 99,401 | 141,278 | 154,075 |
Accumulated benefit obligation, end of year | 96,500 | 137,876 | |
Change in plan assets: | |||
Fair value of plan assets, beginning of year | 84,503 | 73,114 | |
Actual return on plan assets | (12,494) | 4,706 | |
Employer contributions | 5,170 | 5,064 | |
Foreign exchange effect | (7,581) | (1,594) | |
Benefits paid | (8,984) | (8,022) | |
Settlements | 9,947 | 11,272 | |
Other | 260 | (37) | |
Fair value of plan assets, end of year | 70,821 | 84,503 | 73,114 |
Funded status, end of year | (28,580) | (56,775) | |
Pension settlement gain | 9,114 | 11,195 | 0 |
Other Post-Retirement Benefits | |||
Change in benefit obligation: | |||
Projected benefit obligation, beginning of year | 382 | 388 | |
Transfer from Former Parent | 11,697 | 0 | |
Service cost | 15 | 14 | 8 |
Interest cost | 234 | 22 | 16 |
Plan amendments | 0 | 0 | |
Actuarial gain | (2,807) | (25) | |
Foreign exchange effect | (35) | (7) | |
Benefits paid | (636) | (10) | |
Settlements | 0 | 0 | |
Other | 0 | 0 | |
Projected benefit obligation, end of year | 8,850 | 382 | 388 |
Accumulated benefit obligation, end of year | 8,850 | 382 | |
Change in plan assets: | |||
Fair value of plan assets, beginning of year | 0 | 0 | |
Transfer from Former Parent | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 636 | 10 | |
Foreign exchange effect | 0 | 0 | |
Benefits paid | (636) | (10) | |
Settlements | 0 | 0 | |
Other | 0 | 0 | |
Fair value of plan assets, end of year | 0 | 0 | 0 |
Funded status, end of year | (8,850) | (382) | |
Non-current assets | 0 | 0 | |
Current liabilities | (824) | (23) | |
Non-current liabilities | (8,026) | (359) | |
Total | (8,850) | (382) | |
Pension settlement gain | $ 0 | $ (8) | $ 0 |
Benefit Plans - Expected Benefi
Benefit Plans - Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 22,709 |
2024 | 21,890 |
2025 | 21,625 |
2026 | 21,564 |
2027 | 20,830 |
2028 - 2032 | 96,928 |
Pension Benefits | Foreign Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 7,551 |
2024 | 7,125 |
2025 | 7,271 |
2026 | 7,651 |
2027 | 7,388 |
2028 - 2032 | 37,424 |
Other Post-Retirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 824 |
2024 | 783 |
2025 | 779 |
2026 | 774 |
2027 | 766 |
2028 - 2032 | $ 3,326 |
Benefit Plans - Plan Asset Allo
Benefit Plans - Plan Asset Allocation (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Equity securities | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 4% | 23% |
U.S. | United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 36% | 0% |
International | United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 13% | 0% |
Fixed income | United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 50% | 0% |
Fixed income | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 34% | 25% |
Cash and cash equivalents | United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 1% | 0% |
Cash and cash equivalents | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 16% | 1% |
Insurance contracts | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 34% | 38% |
Investment funds | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation | 12% | 13% |
Benefit Plans - Plan Asset Al_2
Benefit Plans - Plan Asset Allocation, Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
United States | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | $ 1,591 | |
United States | U.S. large cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 31,018 | |
United States | U.S. small/mid cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 22,078 | |
United States | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 18,928 | |
United States | U.S. government and corporate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 73,497 | |
United States | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 1,118 | |
United States | Measured at Net Asset Value | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Measured at Net Asset Value | U.S. large cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 31,018 | |
United States | Measured at Net Asset Value | U.S. small/mid cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 10,789 | |
United States | Measured at Net Asset Value | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 18,928 | |
United States | Measured at Net Asset Value | U.S. government and corporate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 73,497 | |
United States | Measured at Net Asset Value | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level One | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 1,591 | |
United States | Level One | U.S. large cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level One | U.S. small/mid cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 11,289 | |
United States | Level One | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level One | U.S. government and corporate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level One | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 1,118 | |
United States | Level Two | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Two | U.S. large cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Two | U.S. small/mid cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Two | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Two | U.S. government and corporate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Two | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Three | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Three | U.S. large cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Three | U.S. small/mid cap | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Three | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Three | U.S. government and corporate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
United States | Level Three | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | |
Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 219,050 | $ 84,503 |
Foreign Plan | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 11,348 | 442 |
Foreign Plan | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 2,475 | 19,305 |
Foreign Plan | Non-U.S. government and corporate bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 24,289 | 21,310 |
Foreign Plan | Insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 24,236 | 32,570 |
Foreign Plan | Investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 8,400 | 10,836 |
Foreign Plan | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 72 | 40 |
Foreign Plan | Measured at Net Asset Value | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 134,232 | 0 |
Foreign Plan | Measured at Net Asset Value | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Measured at Net Asset Value | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Measured at Net Asset Value | Non-U.S. government and corporate bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Measured at Net Asset Value | Insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Measured at Net Asset Value | Investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Measured at Net Asset Value | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level One | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 52,143 | 41,057 |
Foreign Plan | Level One | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 11,348 | 442 |
Foreign Plan | Level One | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 2,475 | 19,305 |
Foreign Plan | Level One | Non-U.S. government and corporate bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 24,289 | 21,310 |
Foreign Plan | Level One | Insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level One | Investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level One | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 33 | 0 |
Foreign Plan | Level Two | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 32,675 | 43,446 |
Foreign Plan | Level Two | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Two | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Two | Non-U.S. government and corporate bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Two | Insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 24,236 | 32,570 |
Foreign Plan | Level Two | Investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 8,400 | 10,836 |
Foreign Plan | Level Two | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 39 | 40 |
Foreign Plan | Level Three | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Three | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Three | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Three | Non-U.S. government and corporate bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Three | Insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Three | Investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | 0 | 0 |
Foreign Plan | Level Three | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Transfer from Former Parent | $ 0 | $ 0 |
Benefit Plans - Net Periodic Be
Benefit Plans - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Net Periodic Benefit (Income) Cost: | |||
Settlement gain | $ (9,136) | $ (11,208) | $ 0 |
Pension Benefits | |||
Components of Net Periodic Benefit (Income) Cost: | |||
Service cost | 1,684 | 1,785 | 1,577 |
Interest cost | 5,874 | 1,668 | 2,260 |
Amortization | 4,313 | 1,220 | 785 |
Settlement gain | (9,114) | (11,195) | 0 |
Other | 92 | 2 | 154 |
Expected return on plan assets | (11,519) | (2,258) | (2,397) |
Net periodic benefit (income) cost | (8,670) | (8,778) | 2,379 |
Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: | |||
Transfer from Former Parent | 53,134 | 0 | 0 |
Current year net actuarial (gain) loss | 949 | (5,788) | 6,533 |
Current year prior service cost | 862 | 0 | 95 |
Less amounts included in net periodic benefit cost: | |||
Amortization of net (gain) loss | (4,340) | (1,228) | (785) |
Settlement/divestiture/other gain | (67) | 0 | (89) |
Amortization of prior service cost | (1,067) | (5) | 0 |
Total recognized in Other comprehensive (gain) loss | 49,471 | (7,021) | 5,754 |
Other Post-Retirement Benefits | |||
Components of Net Periodic Benefit (Income) Cost: | |||
Service cost | 15 | 14 | 8 |
Interest cost | 234 | 22 | 16 |
Amortization | (181) | 0 | (8) |
Settlement gain | 0 | 8 | 0 |
Other | 0 | 0 | 0 |
Expected return on plan assets | 0 | 0 | 0 |
Net periodic benefit (income) cost | 68 | 44 | 16 |
Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: | |||
Transfer from Former Parent | (2,629) | 0 | 0 |
Current year net actuarial (gain) loss | (2,807) | (27) | 157 |
Current year prior service cost | 0 | 0 | 0 |
Less amounts included in net periodic benefit cost: | |||
Amortization of net (gain) loss | 181 | (8) | 8 |
Settlement/divestiture/other gain | 0 | 0 | 0 |
Amortization of prior service cost | 0 | 0 | 0 |
Total recognized in Other comprehensive (gain) loss | (5,255) | (35) | 165 |
Foreign Plan | Pension Benefits | |||
Components of Net Periodic Benefit (Income) Cost: | |||
Service cost | 1,684 | 1,785 | 1,577 |
Interest cost | 2,161 | 1,646 | 2,218 |
Amortization | 687 | 1,118 | 692 |
Settlement gain | (9,114) | (11,195) | 0 |
Other | 92 | 2 | 154 |
Expected return on plan assets | (2,063) | (2,258) | (2,397) |
Net periodic benefit (income) cost | (6,553) | (8,902) | 2,244 |
Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: | |||
Current year net actuarial (gain) loss | (12,262) | (5,710) | 6,389 |
Current year prior service cost | 862 | 0 | 101 |
Less amounts included in net periodic benefit cost: | |||
Amortization of net (gain) loss | (714) | (1,126) | (692) |
Settlement/divestiture/other gain | (67) | 0 | (89) |
Amortization of prior service cost | (1,067) | (5) | 0 |
Total recognized in Other comprehensive (gain) loss | $ (13,248) | $ (6,841) | $ 5,709 |
Benefit Plans - Accumulated Oth
Benefit Plans - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss (gain) | $ 71,066 | $ 21,388 |
Prior service (income) cost | (112) | 95 |
Total | 70,954 | 21,483 |
Other Post-Retirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss (gain) | (5,199) | 56 |
Prior service (income) cost | 0 | 0 |
Total | $ (5,199) | $ 56 |
Benefit Plans - Key Economic As
Benefit Plans - Key Economic Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average discount rate, benefit obligation | 4.60% | 1.90% | |
Weighted-average discount rate, net periodic benefit cost | 2.20% | 1.30% | 2% |
Weighted-average expected return on plan assets, net periodic benefit cost | 4.80% | 3.60% | 4.10% |
Other Post-Retirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average discount rate, benefit obligation | 5% | 6.60% | |
Weighted-average discount rate, net periodic benefit cost | 2.60% | 6% | 7.60% |
Weighted-average expected return on plan assets, net periodic benefit cost | 0% | 0% | 0% |
Foreign Plan | Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average discount rate, benefit obligation | 4.30% | 1.90% | |
Weighted-average rate of increase in compensation levels for active foreign plans | 3.20% | 0.60% | |
Weighted-average discount rate, net periodic benefit cost | 1.90% | 1.30% | 1.90% |
Weighted-average expected return on plan assets, net periodic benefit cost | 3.20% | 3.60% | 4.10% |
Weighted-average rate of increase in compensation levels for active foreign plans, net periodic benefit cost | 3.20% | 3.40% | 3.70% |
Foreign Plan | Other Post-Retirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average discount rate, benefit obligation | 0% | 0% | |
Weighted-average rate of increase in compensation levels for active foreign plans | 0% | 0% | |
Weighted-average discount rate, net periodic benefit cost | 0% | 0% | 0% |
Weighted-average expected return on plan assets, net periodic benefit cost | 0% | 0% | 0% |
Weighted-average rate of increase in compensation levels for active foreign plans, net periodic benefit cost | 0% | 0% | 0% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Total debt | $ 1,221,000 |
Unamortized deferred financing fees | (2,357) |
Long-term debt | 1,218,643 |
Unamortized deferred financing fees | 3,600 |
Other Assets | |
Debt Instrument [Line Items] | |
Unamortized deferred financing fees | 1,200 |
Long-term Debt | |
Debt Instrument [Line Items] | |
Unamortized deferred financing fees | 2,400 |
Term loans | The Credit Agreement | Line of Credit | |
Debt Instrument [Line Items] | |
Total debt | 1,000,000 |
Unamortized deferred financing fees | 2,400 |
Revolving credit facilities | The Credit Agreement | Line of Credit | |
Debt Instrument [Line Items] | |
Total debt | 221,000 |
Unamortized deferred financing fees | $ 1,200 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 12 Months Ended | ||||||
Apr. 04, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 28, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||
Proceeds from borrowings on revolving credit facility and other | $ 805,881,000 | $ 673,000 | $ 0 | ||||
Letters of credit outstanding amount | 31,500,000 | ||||||
Unamortized deferred financing fees | 3,600,000 | ||||||
Other Assets | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized deferred financing fees | 1,200,000 | ||||||
Long-term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized deferred financing fees | $ 2,400,000 | ||||||
Enovis Corporation | |||||||
Debt Instrument [Line Items] | |||||||
Cash consideration | $ 1,200,000,000 | ||||||
The Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Indebtedness incurred | $ 1,200,000,000 | ||||||
Weighted-average interest rate (as a percent) | 4.54% | ||||||
The Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.125% | ||||||
The Credit Agreement | Minimum | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.125% | ||||||
The Credit Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.75% | ||||||
The Credit Agreement | Maximum | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.75% | ||||||
The Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum total leverage ratio | 4 | ||||||
Minimum interest coverage ratio | 3 | ||||||
The Credit Agreement | Line of Credit | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Maximum total leverage ratio | 3.50 | 3.75 | |||||
Revolving credit facilities | The Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 750,000,000 | ||||||
Proceeds from borrowings on revolving credit facility and other | 200,000,000 | ||||||
Line of credit facility, remaining borrowing capacity | $ 529,000,000 | ||||||
Unamortized deferred financing fees | 1,200,000 | ||||||
Term loans | The Credit Agreement | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 600,000,000 | $ 600,000,000 | |||||
Debt term (in days) | 364 days | ||||||
Indebtedness incurred | $ 600,000,000 | ||||||
Term loans | The Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 400,000,000 | ||||||
Indebtedness incurred | 400,000,000 | ||||||
Unamortized deferred financing fees | 2,400,000 | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 102,900,000 | ||||||
Letter of Credit | The Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 300,000,000 | ||||||
Letter of Credit | Uncommitted Credit Line | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 77,000,000 | ||||||
Swing Line Loan Sub-Facility | The Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 0 |
2024 | 0 |
2025 | 600,000 |
2026 | 0 |
2027 | 621,000 |
Long-term debt | 1,221,000 |
Unamortized deferred financing fees | $ 3,600 |
Derivatives - Narratives (Detai
Derivatives - Narratives (Details) € in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jul. 22, 2022 agreement | Jul. 14, 2022 USD ($) agreement | Dec. 31, 2021 USD ($) | |
Interest rate swap agreements | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of derivative instruments held | agreement | 2 | ||||
Notional amount | $ 600 | ||||
Fixed interest rate | 3.293% | ||||
Basis spread on variable rate (as a percent) | 1.25% | 1.25% | |||
Interest rate swap agreements | Cash Flow Hedging | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Loss related to interest rate swap agreements | $ 7.3 | ||||
Interest rate swap agreements | Minimum | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.125% | ||||
Interest rate swap agreements | Maximum | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.75% | ||||
Cross currency swap agreements | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of derivative instruments held | agreement | 2 | ||||
Cross currency swap agreements | Designated as Hedging Instrument | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | 275 | € 270 | |||
Cross currency swap agreements | Not Designated as Hedging Instrument | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | $ 260 | $ 180.8 |
Derivatives - Summary of the Ef
Derivatives - Summary of the Effects of Designated Cash Flow Hedges on the Company’s Consolidated and Combined Statements of Operations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Interest rate swap agreements | Interest expense (income) and other, net | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Loss recognized in the Consolidated and Combined Statements of Operations: | $ 413 |
Derivatives - Schedule of Fair
Derivatives - Schedule of Fair Values of Derivative Instruments in the Financial Statements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Other Liabilities | $ 10,769 |
Other Assets | 14,342 |
Cross currency swap agreements | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Other Liabilities | 10,769 |
Other Assets | 0 |
Interest rate swap agreements | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Realized loss | (2,181) |
Other Liabilities | 0 |
Other Assets | $ 14,342 |
Derivatives - Not Designated as
Derivatives - Not Designated as Hedging Instruments (Details) - Cross currency swap agreements - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Change in unrealized gains | $ 1,338 | $ 177 | $ 1,426 |
Realized loss | $ (17,601) | $ (5,631) | $ (469) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash equivalents | $ 8,195 | $ 8,133 |
Deferred Compensation Plan Assets | 2,501 | |
Total assets at fair value | 28,720 | 10,620 |
Liabilities: | ||
Deferred compensation plans | 2,501 | |
Total liabilities at fair value | 15,436 | |
Cross currency swap agreements | Not Designated as Hedging Instrument | ||
Assets: | ||
Derivative Asset | 3,682 | 2,487 |
Liabilities: | ||
Derivative liabilities | 2,166 | 2,309 |
Cross currency swap agreements | Designated as Hedging Instrument | ||
Liabilities: | ||
Derivative liabilities | 10,769 | |
Interest rate swap agreements | ||
Assets: | ||
Derivative Asset | 14,342 | |
Level One | ||
Assets: | ||
Cash equivalents | 8,195 | 8,133 |
Deferred Compensation Plan Assets | 0 | |
Total assets at fair value | 8,195 | 8,133 |
Liabilities: | ||
Deferred compensation plans | 0 | |
Total liabilities at fair value | 0 | |
Level One | Cross currency swap agreements | Not Designated as Hedging Instrument | ||
Assets: | ||
Derivative Asset | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Level One | Cross currency swap agreements | Designated as Hedging Instrument | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Level One | Interest rate swap agreements | ||
Assets: | ||
Derivative Asset | 0 | |
Level Two | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Deferred Compensation Plan Assets | 2,501 | |
Total assets at fair value | 20,525 | 2,487 |
Liabilities: | ||
Deferred compensation plans | 2,501 | |
Total liabilities at fair value | 15,436 | |
Level Two | Cross currency swap agreements | Not Designated as Hedging Instrument | ||
Assets: | ||
Derivative Asset | 3,682 | 2,487 |
Liabilities: | ||
Derivative liabilities | 2,166 | 2,309 |
Level Two | Cross currency swap agreements | Designated as Hedging Instrument | ||
Liabilities: | ||
Derivative liabilities | 10,769 | |
Level Two | Interest rate swap agreements | ||
Assets: | ||
Derivative Asset | 14,342 | |
Level Three | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Deferred Compensation Plan Assets | 0 | |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Deferred compensation plans | 0 | |
Total liabilities at fair value | 0 | |
Level Three | Cross currency swap agreements | Not Designated as Hedging Instrument | ||
Assets: | ||
Derivative Asset | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | $ 0 |
Level Three | Cross currency swap agreements | Designated as Hedging Instrument | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Level Three | Interest rate swap agreements | ||
Assets: | ||
Derivative Asset | $ 0 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 2,501,728 | $ 2,544,767 | $ 2,681,203 |
Other comprehensive income (loss) before reclassifications: | |||
Net actuarial gain (loss) | (88,975) | 7,479 | (4,328) |
Foreign currency translation adjustment | (83,105) | (71,333) | 31,025 |
Unrealized gain on cash flow hedges | 10,782 | ||
Other comprehensive (loss) income before reclassifications | (220,448) | (63,854) | 26,697 |
Amounts contributed by Former Parent | (59,263) | ||
Net actuarial gain (loss) | 113 | ||
Amounts reclassified from Accumulated other comprehensive loss | 6,348 | (831) | 628 |
Net current period Other comprehensive (loss) income | (214,100) | (64,685) | 27,325 |
Ending balance | 1,388,458 | 2,501,728 | 2,544,767 |
Accumulated Other Comprehensive Loss | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (460,888) | (396,203) | (423,528) |
Other comprehensive income (loss) before reclassifications: | |||
Ending balance | (674,988) | (460,888) | (396,203) |
Net Unrecognized Pension and Other Post-Retirement Benefit Cost | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (21,196) | (29,378) | (23,887) |
Other comprehensive income (loss) before reclassifications: | |||
Net actuarial gain (loss) | 1,712 | 7,479 | (4,328) |
Foreign currency translation adjustment | 0 | 1,534 | (1,791) |
Unrealized gain on cash flow hedges | 0 | ||
Other comprehensive (loss) income before reclassifications | (48,679) | 9,013 | (6,119) |
Amounts contributed by Former Parent | (50,504) | ||
Net actuarial gain (loss) | 113 | ||
Amounts reclassified from Accumulated other comprehensive loss | 6,028 | (831) | 628 |
Net current period Other comprehensive (loss) income | (42,651) | 8,182 | (5,491) |
Ending balance | (63,847) | (21,196) | (29,378) |
Foreign Currency Translation Adjustment | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (439,692) | (366,825) | (399,641) |
Other comprehensive income (loss) before reclassifications: | |||
Net actuarial gain (loss) | (82,351) | ||
Foreign currency translation adjustment | (83,105) | (72,867) | 32,816 |
Unrealized gain on cash flow hedges | 0 | ||
Other comprehensive (loss) income before reclassifications | (174,215) | (72,867) | 32,816 |
Amounts contributed by Former Parent | (8,759) | ||
Net actuarial gain (loss) | 0 | ||
Amounts reclassified from Accumulated other comprehensive loss | 0 | 0 | 0 |
Net current period Other comprehensive (loss) income | (174,215) | (72,867) | 32,816 |
Ending balance | (613,907) | (439,692) | (366,825) |
Loss on Net Investment Hedges | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications: | |||
Net actuarial gain (loss) | (8,336) | 0 | 0 |
Foreign currency translation adjustment | 0 | 0 | 0 |
Unrealized gain on cash flow hedges | 0 | ||
Other comprehensive (loss) income before reclassifications | (8,336) | 0 | 0 |
Amounts contributed by Former Parent | 0 | ||
Net actuarial gain (loss) | 0 | ||
Amounts reclassified from Accumulated other comprehensive loss | 0 | 0 | 0 |
Net current period Other comprehensive (loss) income | (8,336) | 0 | 0 |
Ending balance | (8,336) | 0 | 0 |
Gain on Cash Flow Hedges | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications: | |||
Net actuarial gain (loss) | 0 | 0 | 0 |
Foreign currency translation adjustment | 0 | 0 | 0 |
Unrealized gain on cash flow hedges | 10,782 | ||
Other comprehensive (loss) income before reclassifications | 10,782 | 0 | 0 |
Amounts contributed by Former Parent | 0 | ||
Net actuarial gain (loss) | 0 | ||
Amounts reclassified from Accumulated other comprehensive loss | 320 | 0 | 0 |
Net current period Other comprehensive (loss) income | 11,102 | 0 | 0 |
Ending balance | $ 11,102 | $ 0 | $ 0 |
Equity - Narratives (Details)
Equity - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Apr. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Decrease in noncontrolling interest | $ 3.6 | $ 1.1 | $ 0.1 | |
Stock-based compensation expenses | $ 0.7 | $ 2.6 | $ 3 | |
Unrecognized stock-based compensation expense | $ 19 | |||
Unrecognized compensation cost, period for recognition (in years) | 2 years 3 months 18 days | |||
Fair value of vested shares | $ 1.3 | |||
Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expenses | $ 1.8 | |||
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award performance period | 3 years | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance vesting period (in years) | 3 years | |||
Maximum | Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum term (in years) | 10 years |
Equity - PRSU and RSU Activity
Equity - PRSU and RSU Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
PRSUs | |
Number of Units | |
Number of units, nonvested, beginning balance (in shares) | shares | 0 |
Awards converted from Former Parent plan (in shares) | shares | 58,636 |
Granted (in shares) | shares | 51,652 |
Vested (in shares) | shares | 0 |
Forfeited and expired (in shares) | shares | 0 |
Number of units, nonvested, ending balance (in shares) | shares | 110,288 |
Weighted- Average Grant-Date Fair Value | |
Weighted-average grant date fair value, nonvested, beginning balance (in usd per share) | $ / shares | $ 0 |
Awards converted from Former Parent plan (in usd per share) | $ / shares | 58.03 |
Granted (in usd per share) | $ / shares | 49.40 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited and expired (in usd per share) | $ / shares | 0 |
Weighted-average grant date fair value, nonvested, ending balance (in usd per share) | $ / shares | $ 53.99 |
RSUs | |
Number of Units | |
Number of units, nonvested, beginning balance (in shares) | shares | 0 |
Awards converted from Former Parent plan (in shares) | shares | 333,223 |
Granted (in shares) | shares | 187,556 |
Vested (in shares) | shares | (27,354) |
Forfeited and expired (in shares) | shares | (29,147) |
Number of units, nonvested, ending balance (in shares) | shares | 464,278 |
Weighted- Average Grant-Date Fair Value | |
Weighted-average grant date fair value, nonvested, beginning balance (in usd per share) | $ / shares | $ 0 |
Awards converted from Former Parent plan (in usd per share) | $ / shares | 52.89 |
Granted (in usd per share) | $ / shares | 47.28 |
Vested (in usd per share) | $ / shares | 48.11 |
Forfeited and expired (in usd per share) | $ / shares | 52.40 |
Weighted-average grant date fair value, nonvested, ending balance (in usd per share) | $ / shares | $ 50.80 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Future claims period (in years) | 15 years |
Unconditional purchase obligation | $ 104.8 |
Commitments and Contingencies_2
Commitments and Contingencies - Claims Rollforward (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) claim | |
Loss Contingency Accrual [Roll Forward] | |
Claims unresolved, beginning of period | 14,559 |
Claims filed | 4,338 |
Claims resolved | (4,791) |
Claims unresolved, end of period | 14,106 |
Average cost of resolved claims | $ | $ 10,017 |
Commitments and Contingencies_3
Commitments and Contingencies - Asbestos Litigation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Long-term asbestos insurance asset | $ 215,112 | |
Long-term asbestos insurance receivable | 17,231 | |
Accrued asbestos liability | 30,108 | $ 0 |
Asbestos liability | $ 230,581 | $ 0 |
Segment Information - Narrative
Segment Information - Narratives (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Segment R
Segment Information - Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 2,593,480 | $ 2,428,115 | $ 1,950,069 |
Adjusted EBITDA | 436,754 | 404,081 | 301,146 |
Depreciation, amortization and other impairment charges: | 65,978 | 75,899 | 76,644 |
Capital expenditures: | 40,243 | 35,584 | 40,138 |
Net income from continuing operations | 231,081 | 238,679 | 159,868 |
Income tax expense | 69,170 | 80,409 | 45,971 |
Interest expense and other, net | 37,950 | ||
Interest income and other, net | (29) | (1,023) | |
Pension settlement gain | (9,136) | (11,208) | 0 |
Restructuring and other related charges | 23,096 | 18,954 | 21,633 |
Separation costs | 15,545 | 2,865 | 0 |
Acquisition - amortization and other related charges | 34,196 | 35,949 | 36,331 |
Depreciation and other amortization | 34,852 | 38,462 | 38,366 |
Investments in Equity Method Investees: | 28,527 | 28,180 | |
Total Assets: | 3,754,015 | 3,461,262 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Net sales | 583,000 | 533,500 | 443,700 |
Americas | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,128,306 | 1,004,208 | 767,414 |
Adjusted EBITDA | 188,577 | 159,623 | 111,588 |
Depreciation, amortization and other impairment charges: | 29,281 | 33,890 | 36,380 |
Capital expenditures: | 18,005 | 14,095 | 15,244 |
Investments in Equity Method Investees: | 0 | 0 | |
Total Assets: | 1,666,799 | 1,304,797 | |
EMEA & APAC | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,465,174 | 1,423,907 | 1,182,655 |
Adjusted EBITDA | 248,177 | 244,458 | 189,558 |
Depreciation, amortization and other impairment charges: | 36,697 | 42,009 | 40,264 |
Capital expenditures: | 22,238 | 21,489 | $ 24,894 |
Restructuring and other related charges | 11,712 | 7,342 | |
Investments in Equity Method Investees: | 28,527 | 28,180 | |
Total Assets: | $ 2,087,216 | $ 2,156,465 |
Segment Information - Net Sales
Segment Information - Net Sales and PPE by Geography (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 284,226 | $ 286,278 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 68,380 | 64,136 |
Czech Republic | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 60,278 | 63,273 |
India | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 34,892 | 37,312 |
Russia | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 19,111 | 18,797 |
Mexico | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 17,666 | 14,720 |
Other foreign countries | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 83,899 | $ 88,040 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Apr. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Former Partner | |||
Related Party Transaction [Line Items] | |||
Allocated expenses | $ 6 | $ 29.5 | $ 24.2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Mar. 02, 2023 | Jan. 13, 2023 | Jan. 11, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||
Dividends payable | $ 3,000 | |||||
Dividends paid | $ 6,054 | $ 0 | $ 0 | |||
Dividends on common stock (in dollars per share) | $ 0.15 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Dividends paid | $ 3,000 | |||||
Dividends on common stock (in dollars per share) | $ 0.05 | |||||
Subsequent Event | Therapy Equipment Limited | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price | $ 16,000 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Charged to Expense, net | $ 4,526 | ||
Transferred From Former Parent | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation allowance on deferred taxes | 68,900 | ||
Allowance for credit losses | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 23,912 | $ 32,311 | $ 32,008 |
Charged to Expense, net | 4,526 | (494) | 4,936 |
Write-Offs Write-Downs Deductions and Other | (4,978) | (6,931) | (3,448) |
Foreign Currency Translation | 11 | (974) | (1,185) |
Balance at End of Period | 23,471 | 23,912 | 32,311 |
Valuation allowance for deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 15,465 | 12,647 | 17,855 |
Charged to Expense, net | 4,503 | 3,738 | 0 |
Write-Offs Write-Downs Deductions and Other | 68,876 | 0 | (4,738) |
Foreign Currency Translation | (642) | (920) | (470) |
Balance at End of Period | $ 88,202 | $ 15,465 | $ 12,647 |