Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Net sales (Note 2)
$
969,589
$
826,454
$
1,895,037
$
1,583,475
Cost of goods sold
636,108
552,445
1,231,779
1,055,699
Gross profit
333,481
274,009
663,258
527,776
Selling, general & administrative expenses
166,792
151,557
333,478
297,233
Rationalization and asset impairment charges (Note 6)
( 844 )
630
1,041
4,793
Operating income
167,533
121,822
328,739
225,750
Interest expense, net
6,459
5,663
12,657
11,022
Other income (expense) (Note 14)
( 1,134 )
1,702
3,500
286
Income before income taxes
159,940
117,861
319,582
215,014
Income taxes (Note 15)
32,118
21,581
65,729
44,601
Net income including non-controlling interests
127,822
96,280
253,853
170,413
Non-controlling interests in subsidiaries’ income (loss)
( 1 )
175
—
131
Net income
$
127,823
$
96,105
$
253,853
$
170,282
Basic earnings per share (Note 3)
$
2.20
$
1.62
$
4.35
$
2.86
Diluted earnings per share (Note 3)
$
2.18
$
1.60
$
4.30
$
2.83
Cash dividends declared per share
$
0.56
$
0.51
$
1.12
$
1.02
See notes to these consolidated financial statements.
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LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In thousands)
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Net income including non-controlling interests
$
127,822
$
96,280
$
253,853
$
170,413
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax of $ 2,794 and $ 4,845 in the three and six months ended June 30, 2022; $( 1,012 ) and $ 1,297 in the three and six months ended June 30, 2021
8,950
( 4,754 )
14,305
2,536
Defined benefit pension plan activity, net of tax of $ 382 and $ 459 in the three and six months ended June 30, 2022; $( 569 ) and $ 246 in the three and six months ended June 30, 2021
( 44 )
( 1,702 )
63
3,358
Currency translation adjustment
( 34,615 )
13,579
( 42,064 )
( 9,164 )
Other comprehensive income (loss):
( 25,709 )
7,123
( 27,696 )
( 3,270 )
Comprehensive income
102,113
103,403
226,157
167,143
Comprehensive income (loss) attributable to non-controlling interests
( 20 )
65
115
( 138 )
Comprehensive income attributable to shareholders
$
102,133
$
103,338
$
226,042
$
167,281
See notes to these consolidated financial statements.
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LINCOLN ELECTRIC HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, 2022
December 31, 2021
(UNAUDITED)
(NOTE 1)
ASSETS
Current Assets
Cash and cash equivalents
$
152,796
$
192,958
Accounts receivable (less allowance for doubtful accounts of $ 10,227 in 2022; $ 11,105 in 2021)
518,371
429,074
Inventories (Note 9)
639,393
539,919
Other current assets
154,643
127,642
Total Current Assets
1,465,203
1,289,593
Property, plant and equipment (less accumulated depreciation of $ 876,354 in 2022; $ 868,036 in 2021)
503,088
511,744
Goodwill
431,615
430,162
Other assets
341,907
360,808
TOTAL ASSETS
$
2,741,813
$
2,592,307
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt (Note 12)
$
125,458
$
52,730
Trade accounts payable
364,495
330,230
Accrued employee compensation and benefits
144,253
108,562
Other current liabilities
269,477
264,383
Total Current Liabilities
903,683
755,905
Long-term debt, less current portion (Note 12)
712,908
717,089
Other liabilities
212,239
255,404
Total Liabilities
1,828,830
1,728,398
Shareholders' Equity
Common Shares
9,858
9,858
Additional paid-in capital
465,624
451,268
Retained earnings
3,160,920
2,970,303
Accumulated other comprehensive loss
( 285,197 )
( 257,386 )
Treasury Shares
( 2,438,144 )
( 2,309,941 )
Total Shareholders' Equity
913,061
864,102
Non-controlling interests
( 78 )
( 193 )
Total Equity
912,983
863,909
TOTAL LIABILITIES AND TOTAL EQUITY
$
2,741,813
$
2,592,307
See notes to these consolidated financial statements.
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LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
(In thousands, except per share amounts)
Accumulated
Common
Additional
Other
Non-
Shares
Common
Paid-In
Retained
Comprehensive
Treasury
Controlling
Outstanding
Shares
Capital
Earnings
Income (Loss)
Shares
Interests
Total
Balance at December 31, 2021
58,787
$
9,858
$
451,268
$
2,970,303
$
( 257,386 )
$
( 2,309,941 )
$
( 193 )
$
863,909
Net income
126,030
1
126,031
Unrecognized amounts from defined benefit pension plans, net of tax
107
107
Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax
5,355
5,355
Currency translation adjustment
( 7,583 )
134
( 7,449 )
Cash dividends declared - $ 0.56 per share
( 32,505 )
( 32,505 )
Stock-based compensation activity
116
10,834
1,349
12,183
Purchase of shares for treasury
( 805 )
( 104,579 )
( 104,579 )
Other
115
( 107 )
8
Balance at March 31, 2022
58,098
$
9,858
$
462,217
$
3,063,721
$
( 259,507 )
$
( 2,413,171 )
$
( 58 )
$
863,060
Net income
127,823
( 1 )
127,822
Unrecognized amounts from defined benefit pension plans, net of tax
( 44 )
( 44 )
Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax
8,950
8,950
Currency translation adjustment
( 34,596 )
( 19 )
( 34,615 )
Cash dividends declared – $ 0.56 per share
( 32,698 )
( 32,698 )
Stock-based compensation activity
15
5,428
146
5,574
Purchase of shares for treasury
( 191 )
( 25,119 )
( 25,119 )
Other
( 2,021 )
2,074
53
Balance at June 30, 2022
57,922
$
9,858
$
465,624
$
3,160,920
$
( 285,197 )
$
( 2,438,144 )
$
( 78 )
$
912,983
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LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
(In thousands, except per share amounts)
Accumulated
Common
Additional
Other
Non-
Shares
Common
Paid-In
Retained
Comprehensive
Treasury
Controlling
Outstanding
Shares
Capital
Earnings
Income (Loss)
Shares
Interests
Total
Balance at December 31, 2020
59,641
$
9,858
$
409,958
$
2,821,359
$
( 302,190 )
$
( 2,149,714 )
$
979
$
790,250
Net income
74,177
( 44 )
74,133
Unrecognized amounts from defined benefit pension plans, net of tax
5,060
5,060
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax
7,290
7,290
Currency translation adjustment
( 22,584 )
( 159 )
( 22,743 )
Cash dividends declared – $ 0.51 per share
( 30,572 )
( 30,572 )
Stock-based compensation activity
134
7,680
1,502
9,182
Purchase of shares for treasury
( 237 )
( 28,459 )
( 28,459 )
Other
891
( 741 )
( 883 )
( 733 )
Balance at March 31, 2021
59,538
$
9,858
$
418,529
$
2,864,223
$
( 312,424 )
$
( 2,176,671 )
$
( 107 )
$
803,408
Net income
96,105
175
96,280
Unrecognized amounts from defined benefit pension plans, net of tax
( 1,702 )
( 1,702 )
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax
( 4,754 )
( 4,754 )
Currency translation adjustment
13,689
( 110 )
13,579
Cash dividends declared – $ 0.51 per share
( 30,552 )
( 30,552 )
Stock-based compensation activity
46
8,638
503
9,141
Purchase of shares for treasury
( 197 )
( 25,229 )
( 25,229 )
Other
409
( 957 )
( 548 )
Balance at June 30, 2021
59,387
$
9,858
$
427,576
$
2,928,819
$
( 305,191 )
$
( 2,201,397 )
$
( 42 )
$
859,623
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LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Six Months Ended June 30,
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
253,853
$
170,282
Non-controlling interests in subsidiaries' income (loss)
—
131
Net income including non-controlling interests
253,853
170,413
Adjustments to reconcile Net income including non-controlling interests to Net cash provided by operating activities:
Rationalization and asset impairment net gains (Note 6)
( 113 )
( 1,374 )
Depreciation and amortization
39,759
38,508
Equity earnings in affiliates, net
( 180 )
( 291 )
Deferred income taxes
( 21,772 )
( 20,995 )
Stock-based compensation
16,340
12,651
Other, net
9,254
3,524
Changes in operating assets and liabilities, net of effects from acquisitions:
Increase in accounts receivable
( 103,959 )
( 87,571 )
Increase in inventories
( 112,594 )
( 83,186 )
Increase in other current assets
( 26,169 )
( 12,007 )
Increase in trade accounts payable
44,252
63,275
Increase in other current liabilities
47,343
59,128
Net change in other assets and liabilities
( 4,713 )
3,159
NET CASH PROVIDED BY OPERATING ACTIVITIES
141,301
145,234
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
( 34,602 )
( 27,768 )
Acquisition of businesses, net of cash acquired
( 22,095 )
( 83,723 )
Proceeds from sale of property, plant and equipment
1,692
2,557
Other investing activities
—
6,500
NET CASH USED BY INVESTING ACTIVITIES
( 55,005 )
( 102,434 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings
71,829
1,163
Proceeds from exercise of stock options
1,417
5,672
Purchase of shares for treasury (Note 8)
( 129,698 )
( 53,688 )
Cash dividends paid to shareholders
( 65,914 )
( 61,379 )
Other financing activities
—
( 763 )
NET CASH USED BY FINANCING ACTIVITIES
( 122,366 )
( 108,995 )
Effect of exchange rate changes on Cash and cash equivalents
( 4,092 )
( 200 )
DECREASE IN CASH AND CASH EQUIVALENTS
( 40,162 )
( 66,395 )
Cash and cash equivalents at beginning of period
192,958
257,279
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
152,796
$
190,884
See notes to these consolidated financial statements.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Dollars in thousands, except per share amounts
NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest (the “Company”) after elimination of all inter-company accounts, transactions and profits.
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. However, in the opinion of management, these unaudited consolidated financial statements contain all the adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022.
The accompanying Consolidated Balance Sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
In March 2022, in response to Russia’s invasion of Ukraine, the Company announced it was ceasing operations in Russia and implementing plans to support its Russian employees. Although the Company’s Net sales and Total assets in Russia are less than 1 % of consolidated Net sales for the year ended December 31, 2021 and less than 1 % of consolidated Total assets as of December 31, 2021, the Russia-Ukraine conflict and sanctions imposed globally may result in economic and supply chain disruptions, the ultimate financial impact of which cannot be reasonably estimated at this time. The Company will continue to monitor the Russia-Ukraine conflict and its potential impacts.
Turkey – Highly Inflationary Economy
An economy is considered highly inflationary under GAAP if the cumulative inflation rate for a three-year period meets or exceeds 100 percent. The Turkish economy exceeded the three-year cumulative inflation rate of 100 percent during the second quarter of 2022. As a result, the financial statements of the Company’s Turkish operation are reported under highly inflationary accounting rules as of April 1, 2022. Under highly inflationary accounting, the financial statements of the Company’s Turkish operation have been remeasured into the Company’s reporting currency (U.S. dollar). For the second quarter 2022, the exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than “Accumulated other comprehensive loss” on the balance sheet. As of June 30, 2022, this impact was not significant to the Company’s results.
Management has evaluated and disclosed all material events occurring subsequent to the date of the financial statements up to July 28, 2022, the filing date of this Quarterly Report on Form 10-Q.
New Accounting Pronouncements:
There were no new accounting pronouncements ("Accounting Standard Updates" or "ASUs") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company as of January 1, 2022.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
NOTE 2 — REVENUE RECOGNITION
The following table presents the Company’s Net sales disaggregated by product line:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Consumables
$
568,855
$
475,559
$
1,108,017
$
909,738
Equipment
400,734
350,895
787,020
673,737
Net sales
$
969,589
$
826,454
$
1,895,037
$
1,583,475
Consumable sales consist of electrodes, fluxes, specialty welding consumables and brazing and soldering alloys. Equipment sales consist of arc welding power sources, welding accessories, fabrication, plasma cutters, wire feeding systems, automated joining, assembly and cutting systems, fume extraction equipment, CNC plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing. Consumable and Equipment products are sold within each of the Company’s operating segments.
Within the Equipment product line, there are certain customer contracts related to automation products that may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers or using expected cost plus margin. Less than 10 % of the Company’s Net sales are recognized over time.
At June 30, 2022, the Company recorded $ 62,793 related to advance customer payments and $ 32,728 related to billings in excess of revenue recognized. These contract liabilities are included in Other current liabilities in the Condensed Consolidated Balance Sheets. At December 31, 2021, the balances related to advance customer payments and billings in excess of revenue recognized were $ 72,047 and $ 40,450 , respectively. Substantially all of the Company’s contract liabilities are recognized within twelve months based on contract duration. The Company records an asset for contracts where it has recognized revenue, but has not yet invoiced the customer for goods or services. At June 30, 2022 and December 31, 2021, the Company recorded $ 38,651 and $ 25,300 , respectively, related to these contract assets which are included in Other current assets in the Condensed Consolidated Balance Sheets. Contract asset amounts are expected to be billed within the next twelve months.
NOTE 3 — EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Numerator:
Net income
$
127,823
$
96,105
$
253,853
$
170,282
Denominator (shares in 000's):
Basic weighted average shares outstanding
58,016
59,464
58,311
59,553
Effect of dilutive securities - Stock options and awards
672
700
659
676
Diluted weighted average shares outstanding
58,688
60,164
58,970
60,229
Basic earnings per share
$
2.20
$
1.62
$
4.35
$
2.86
Diluted earnings per share
$
2.18
$
1.60
$
4.30
$
2.83
For the three months ended June 30, 2022 and 2021, common shares subject to equity-based awards of 62,987 and 179,861 , respectively, were excluded from the computation of diluted earnings per share because the
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
effect of their exercise would be anti-dilutive. For the six months ended June 30, 2022 and 2021, common shares subject to equity-based awards of 108,497 and 134,388 , respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.
NOTE 4 — ACQUISITIONS
During March 2022, the Company acquired Kestra Universal Soldas, Industria e Comercio, Imporacao e Exportacao Ltda. (“Kestra”), a privately held manufacturer headquartered in Atibaia, Sao Paulo State, Brazil. Kestra manufactures and provides specialty welding consumables, wear plates and maintenance and repair services for alloy and wear-resistant products commonly used in mining, steel, agricultural and industrial mill applications. The acquisition broadens the Company’s specialty alloys portfolio and services.
During July 2021, the Company acquired Overstreet-Hughes Company, Inc. and Shoals Tubular, Inc. (“FTP”). FTP manufactures copper and aluminum headers, distributor assemblies and manifolds in the United States and Mexico for the heating, ventilation, and air conditioning sector (“HVAC”). The acquisition further differentiated The Harris Products Group’s competitive position serving HVAC original equipment manufacturers with a comprehensive portfolio of solutions for the fabrication of HVAC coils and accelerates growth in this market.
During April 2021, the Company acquired Zeman Bauelemente Produktionsgesellschaft m.b.H. (“Zeman"), a division of the Zeman Group. Zeman, based in Vienna, Austria, is a leading designer and manufacturer of robotic assembly and arc welding systems that automate the tacking and welding of steel beams. The acquisition expanded the Company’s international automation capabilities to serve customers in the structural steel and infrastructure sectors.
Pro forma information related to the acquisitions discussed above has not been presented because the impact on the Company’s Consolidated Statements of Income is not material. The preliminary purchase price allocations are expected to be finalized within the allowable measurement period. The acquired companies are included in the Company's consolidated financial statements as of the date of acquisition.
NOTE 5 — SEGMENT INFORMATION
The Company’s business units are aligned into three operating segments. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global oxy-fuel cutting, soldering and brazing businesses as well as its retail business in the United States.
Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the adjusted earnings before interest and income taxes (“Adjusted EBIT”) profit measure. EBIT is defined as Operating income plus Other income (expense). EBIT is adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
The following table presents Adjusted EBIT by segment:
The Harris
Americas
International
Products
Corporate /
Welding
Welding
Group
Eliminations
Consolidated
Three Months Ended June 30, 2022
Net sales
$
595,659
$
236,629
$
137,301
$
—
$
969,589
Inter-segment sales
29,031
9,527
2,866
( 41,424 )
—
Total
$
624,690
$
246,156
$
140,167
$
( 41,424 )
$
969,589
Adjusted EBIT
$
118,067
$
35,009
$
17,922
$
( 3,984 )
$
167,014
Special items charge (gain) (1)
461
154
—
—
615
EBIT
$
117,606
$
34,855
$
17,922
$
( 3,984 )
$
166,399
Interest income
228
Interest expense
( 6,687 )
Income before income taxes
$
159,940
Three Months Ended June 30, 2021
Net sales
$
457,468
$
252,352
$
116,634
$
—
$
826,454
Inter-segment sales
39,765
6,897
2,284
( 48,946 )
—
Total
$
497,233
$
259,249
$
118,918
$
( 48,946 )
$
826,454
Adjusted EBIT
$
84,134
$
29,997
$
18,212
$
( 3,888 )
$
128,455
Special items charge (gain) (2)
1,650
2,471
—
810
4,931
EBIT
$
82,484
$
27,526
$
18,212
$
( 4,698 )
$
123,524
Interest income
398
Interest expense
( 6,061 )
Income before income taxes
$
117,861
Six Months Ended June 30, 2022
Net sales
$
1,129,714
$
494,670
$
270,653
$
—
$
1,895,037
Inter-segment sales
57,187
15,755
5,928
( 78,870 )
—
Total
$
1,186,901
$
510,425
$
276,581
$
( 78,870 )
$
1,895,037
Adjusted EBIT
$
229,635
$
72,096
$
37,520
$
( 8,785 )
$
330,466
Special items charge (gain) (1)
( 3,274 )
1,501
—
—
( 1,773 )
EBIT
$
232,909
$
70,595
$
37,520
$
( 8,785 )
$
332,239
Interest income
604
Interest expense
( 13,261 )
Income before income taxes
$
319,582
Six Months Ended June 30, 2021
Net sales
$
882,710
$
475,431
$
225,334
$
—
$
1,583,475
Inter-segment sales
72,513
11,182
4,431
( 88,126 )
—
Total
$
955,223
$
486,613
$
229,765
$
( 88,126 )
$
1,583,475
Adjusted EBIT
$
160,751
$
48,813
$
36,909
$
( 5,344 )
$
241,129
Special items charge (gain) (2)
6,090
7,080
—
1,923
15,093
EBIT
$
154,661
$
41,733
$
36,909
$
( 7,267 )
$
226,036
Interest income
852
Interest expense
( 11,874 )
Income before income taxes
$
215,014
(1) In the three and six months ended June 30, 2022, special items reflect Rationalization and asset impairment net gains of $ 998 in Americas Welding and net charges of $ 154 and $ 2,039 , respectively, in International Welding and amortization of step up in value of acquired inventories of $ 1,459 in Americas Welding. In the six months ended June 30, 2022, the final settlement related to the termination of a pension plan of $ 3,735 in Americas Welding.
(2) In the three and six months ended June 30, 2021, special items reflect Rationalization and asset impairment charges of $ 630 and $ 4,793 , respectively, in International Welding, amortization of step up in value of acquired
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
inventories of $ 1,841 in International Welding and pension settlement charges of $ 1,650 and $ 6,536 in Americas Welding, respectively, and $ 446 in International Welding in the six months ended June 30, 2021. Also in the three and six months ended June 30, 2021, special items reflect acquisition transaction costs of $ 810 and $ 1,923 , respectively, in Corporate/Eliminations.
NOTE 6 — RATIONALIZATION AND ASSET IMPAIRMENTS
The Company recorded Rationalization and asset impairment net charges of $ 1,041 and $ 4,793 in the six months ended June 30, 2022 and 2021, respectively. The charges are primarily related to employee severance, non-cash asset impairments of long-lived assets and gains or losses on the disposal of assets.
During 2021, the Company initiated rationalization plans within the International Welding segment. The plans include headcount restructuring and the consolidation of manufacturing operations to better align the Company’s cost structure with economic conditions and operating needs. At June 30, 2022, liabilities of $ 1,871 for International Welding were recognized in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet.
The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital. The Company continues to evaluate its cost structure and additional rationalization actions may result in charges in future periods.
The following table summarizes the activity related to rationalization liabilities for the six months ended June 30, 2022:
International
Welding
Consolidated
Balance at December 31, 2021
$
2,990
$
2,990
Payments and other adjustments
( 2,068 )
( 2,068 )
Charged to expense
949
949
Balance at June 30, 2022
$
1,871
$
1,871
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")
The following tables set forth the total changes in accumulated other comprehensive income (loss) ("AOCI") by component, net of taxes:
Three Months Ended June 30, 2022
Unrealized gain
(loss) on derivatives
designated and
Defined benefit
Currency
qualifying as cash
pension plan
translation
flow hedges
activity
adjustment
Total
Balance at March 31, 2022
$
13,449
$
( 13,124 )
$
( 259,832 )
$
( 259,507 )
Other comprehensive income (loss) before reclassification
9,439
—
( 34,596 )
3
( 25,157 )
Amounts reclassified from AOCI
( 489 )
1
( 44 )
2
—
( 533 )
Net current-period other comprehensive income (loss)
8,950
( 44 )
( 34,596 )
( 25,690 )
Balance at June 30, 2022
$
22,399
$
( 13,168 )
$
( 294,428 )
$
( 285,197 )
Three Months Ended June 30, 2021
Unrealized gain
(loss) on derivatives
designated and
Defined benefit
Currency
qualifying as cash
pension plan
translation
flow hedges
activity
adjustment
Total
Balance at March 31, 2021
$
9,777
$
( 96,710 )
$
( 225,491 )
$
( 312,424 )
Other comprehensive income (loss) before reclassification
( 5,089 )
( 2,587 )
13,689
3
6,013
Amounts reclassified from AOCI
335
1
885
2
—
1,220
Net current-period other comprehensive income (loss)
( 4,754 )
( 1,702 )
13,689
7,233
Balance at June 30, 2021
$
5,023
$
( 98,412 )
$
( 211,802 )
$
( 305,191 )
(1) During the three months ended June 30, 2022, the AOCI reclassification is a component of Net sales of $ 122 (net of tax of $ 59 ) and Cost of goods sold of $( 367 ) (net of tax of $( 86 ) ); during the three months ended June 30, 2021, the reclassification is a component of Net sales of $ 70 (net of tax of $ 27 ) and Cost of goods sold of $ 405 (net of tax of $ 90 ). See Note 16 to the consolidated financial statements for additional details.
(2) This AOCI component is included in the computation of net periodic pension costs (net of tax of $ 165 and $ 1,445 ) during the three months ended June 30, 2022 and 2021, respectively. See Note 13 to the consolidated financial statements for additional details.
(3) The Other comprehensive income (loss) before reclassifications excludes $( 19 ) and $( 110 ) attributable to Non-controlling interests in the three months ended June 30, 2022 and 2021, respectively.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
Six Months Ended June 30, 2022
Unrealized gain
(loss) on derivatives
designated and
Defined benefit
Currency
qualifying as cash
pension plan
translation
flow hedges
activity
adjustment
Total
Balance at December 31, 2021
$
8,094
$
( 13,231 )
$
( 252,249 )
$
( 257,386 )
Other comprehensive income (loss) before reclassification
15,288
—
( 42,179 )
3
( 26,891 )
Amounts reclassified from AOCI
( 983 )
1
63
2
—
( 920 )
Net current-period other comprehensive income (loss)
14,305
63
( 42,179 )
( 27,811 )
Balance at June 30, 2022
$
22,399
$
( 13,168 )
$
( 294,428 )
$
( 285,197 )
Six Months Ended June 30, 2021
Unrealized gain
(loss) on derivatives
designated and
Defined benefit
Currency
qualifying as cash
pension plan
translation
flow hedges
activity
adjustment
Total
Balance at December 31, 2020
$
2,487
$
( 101,770 )
$
( 202,907 )
$
( 302,190 )
Other comprehensive income (loss) before reclassification
1,977
( 1,985 )
( 8,895 )
3
( 8,903 )
Amounts reclassified from AOCI
559
1
5,343
2
—
5,902
Net current-period other comprehensive income (loss)
2,536
3,358
( 8,895 )
( 3,001 )
Balance at June 30, 2021
$
5,023
$
( 98,412 )
$
( 211,802 )
$
( 305,191 )
(1) During the six months ended June 30, 2022, the AOCI reclassification is a component of Net sales of $ 254 (net of tax of $ 107 ) and Cost of goods sold of $( 729 ) (net of tax of $( 179 ) ); during the six months ended June 30, 2021, the reclassification is a component of Net sales of $ 172 (net of tax of $ 69 ) and Cost of goods sold of $ 731 (net of tax of $ 243 ). See Note 16 to the consolidated financial statements for additional details.
(2) This AOCI component is included in the computation of net periodic pension costs (net of tax of $ 179 and $ 2,901 ) during the six months ended June 30, 2022 and 2021, respectively. See Note 13 to the consolidated financial statements for additional details.
(3) The Other comprehensive income (loss) before reclassifications excludes $ 115 and $ ( 269 ) attributable to Non-controlling interests in the six months ended June 30, 2022 and 2021, respectively.
NOTE 8 — COMMON STOCK REPURCHASE PROGRAM
The Company has a share repurchase program for up to 10 million shares of the Company’s common shares. From time to time at management’s discretion, the Company repurchases its common shares in the open market, depending on market conditions, stock price and other factors. During the three months ended June 30, 2022, the Company purchased a total of 0.2 million shares at an average cost per share of $ 131.68 . During the six months ended June 30, 2022, the Company purchased a total of 1.0 million shares at an average cost per share of $ 130.31 . As of June 30, 2022, 9.3 million common shares remained available for repurchase under these programs. The repurchased common shares remain in treasury and have not been retired.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
NOTE 9 — INVENTORIES
Inventories in the Condensed Consolidated Balance Sheets are comprised of the following components:
June 30, 2022
December 31, 2021
Raw materials
$
179,412
$
143,394
Work-in-process
111,748
97,834
Finished goods
348,233
298,691
Total
$
639,393
$
539,919
At June 30, 2022 and December 31, 2021, approximately 37 % and 36 %, respectively, of total inventories were valued using the last-in, first-out ("LIFO") method. The excess of current cost over LIFO cost was $ 131,488 and $ 114,176 at June 30, 2022 and December 31, 2021, respectively.
NOTE 10 — LEASES
The table below summarizes the right-of-use assets and lease liabilities in the Company’s Condensed Consolidated Balance sheets:
Operating Leases
Balance Sheet Classification
June 30, 2022
December 31, 2021
Right-of-use assets
Other assets
$
43,812
$
47,966
Current liabilities
Other current liabilities
$
9,571
$
10,218
Noncurrent liabilities
Other liabilities
35,610
38,960
Total lease liabilities
$
45,181
$
49,178
Total lease expense, which is included in Cost of goods sold and Selling, general & administrative expenses in the Company’s Consolidated Statements of Income, was $ 5,862 and $ 11,061 in the three and six months ended June 30, 2022 and $ 5,608 and $ 10,660 in the three and six months ended June 30, 2021, respectively. Cash paid for amounts included in the measurement of lease liabilities for the three and six months ended June 30, 2022, respectively, were $ 2,984 and $ 6,171 and are included in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows. Cash paid for amounts included in the measurement of lease liabilities for the three and six months ended June 30, 2021, respectively, were $ 3,263 and $ 6,652 and are included in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows. Right-of-use assets obtained in exchange for operating lease liabilities were $ 742 and $ 3,479 during the three and six months ended June 30, 2022 and $ 9,694 for the three and six months ended June 30, 2021, respectively.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
The total future minimum lease payments for noncancelable operating leases were as follows:
June 30, 2022
2022
$
5,463
2023
10,378
2024
8,903
2025
5,852
2026
4,480
After 2026
15,926
Total lease payments
$
51,002
Less: Imputed interest
5,821
Operating lease liabilities
$
45,181
As of June 30, 2022, the weighted average remaining lease term is 8.2 years and the weighted average discount rate used to determine the operating lease liability is 3.02 %.
NOTE 11 — PRODUCT WARRANTY COSTS
The changes in the carrying amount of product warranty accruals are as follows:
Six Months Ended June 30,
2022
2021
Balance at beginning of year
$
20,466
$
21,760
Accruals for warranties
6,330
7,637
Settlements
( 6,957 )
( 6,603 )
Foreign currency translation and other adjustments
( 392 )
( 176 )
Balance at end of period
$
19,447
$
22,618
NOTE 12 — DEBT
Revolving Credit Agreements
On April 23, 2021, the Company amended and restated the agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“Credit Agreement”). The Credit Agreement has a line of credit totaling $ 500,000 , has a term of 5 years with a maturity date of April 23, 2026 and may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $ 150,000 . The interest rate on borrowings is based on LIBOR plus a spread based on the Company’s net leverage ratio. The Credit Agreement contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of June 30, 2022, the Company was in compliance with all of its covenants and had $ 85,000 of outstanding borrowings under the Credit Agreement.
The Company has other lines of credit totaling $ 103,956 . As of June 30, 2022, the Company was in compliance with all of its covenants and had $ 29,421 outstanding at June 30, 2022.
Senior Unsecured Notes
On April 1, 2015 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the "Notes") through a private placement. The 2015 Notes and 2016 Notes each
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
have an aggregate principal amount of $ 350,000 , comprised of four different series ranging from $ 50,000 to $ 100,000 , with maturity dates ranging from August 20, 2025 through April 1, 2045, and interest rates ranging from 2.75 % to 4.02 %. Interest on the Notes is paid semi-annually. The Company’s total weighted average effective interest rate and remaining weighted average tenure of the Notes is 3.3 % and 11.9 years, respectively. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of June 30, 2022, the Company was in compliance with all of its debt covenants relating to the Notes.
Shelf Agreements
On November 27, 2018, the Company entered into seven uncommitted master note facilities (the "Shelf Agreements") that allow borrowings up to $ 700,000 in the aggregate. The Shelf Agreements have a term of 5 years and the average life of borrowings cannot exceed 15 years . The Company is required to comply with covenants similar to those contained in the Notes. As of June 30, 2022, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Shelf Agreements.
Fair Value of Debt
At June 30, 2022 and December 31, 2021, the fair value of long-term debt, including the current portion, was approximately $ 639,863 and $ 776,655 , respectively, which was determined using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $ 723,945 and $ 717,855 , respectively. Since judgment is required in interpreting market information, the fair value of the debt is not necessarily the amount which could be realized in a current market exchange.
NOTE 13 — RETIREMENT AND POSTRETIREMENT BENEFIT PLANS
The components of total pension cost were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
U.S. pension
Non-U.S.
U.S. pension
Non-U.S.
U.S. pension
Non-U.S.
U.S. pension
Non-U.S.
plans
pension plans
plans
pension plans
plans
pension plans
plans
pension plans
Service cost
$
49
$
268
$
48
$
324
$
99
$
573
$
97
$
795
Interest cost
65
636
3,072
392
131
1,340
6,053
1,008
Expected return on plan assets
—
( 874 )
( 4,198 )
( 537 )
—
( 1,878 )
( 8,707 )
( 1,509 )
Amortization of prior service cost
—
—
—
( 1 )
—
( 1 )
—
11
Amortization of net loss
45
76
670
11
89
154
1,251
446
Settlement charges (gains) (1)
—
—
1,650
—
( 3,735 )
—
6,090
446
Defined benefit plans
159
106
1,242
189
( 3,416 )
188
4,784
1,197
Multi-employer plans
—
105
—
258
—
215
—
502
Defined contribution plans
6,295
980
5,872
553
12,330
1,605
11,034
1,398
Total pension cost
$
6,454
$
1,191
$
7,114
$
1,000
$
8,914
$
2,008
$
15,818
$
3,097
(1) Gains in the six months ended June 30, 2022 related to the final settlement associated with the termination of a pension plan. Charges primarily resulting from lump sum pension payments in the three and six months ended June 30, 2021.
The defined benefit plan components of Total pension cost, other than service cost, are included in Other income (expense) in the Company’s Consolidated Statements of Income.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
NOTE 14 — OTHER INCOME (EXPENSE)
The components of Other income (expense) were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Equity earnings in affiliates
$
67
$
114
$
180
$
291
Other components of net periodic pension (cost) income (1)
52
( 1,059 )
3,900
( 5,089 )
Other income (expense)
( 1,253 )
2,647
( 580 )
5,084
Total Other income (expense)
$
( 1,134 )
$
1,702
$
3,500
$
286
(1) Other components of net periodic pension (cost) income includes pension settlements and curtailments as discussed in Note 13 to the consolidated financial statements.
NOTE 15 — INCOME TAXES
The Company recognized $ 65,729 of tax expense on pretax income of $ 319,582 , resulting in an effective income tax rate of 20.6 % for the six months ended June 30, 2022. The effective income tax rate was 20.7 % for the six months ended June 30, 2021.
The effective tax rate was lower for the six months ended June 30, 2022, as compared with the same period in 2021, primarily due to favorable discrete tax adjustments in 2022 and geographic mix of earnings.
As of June 30, 2022, the Company had $ 19,890 of unrecognized tax benefits. If recognized, approximately $ 16,649 would be reflected as a component of income tax expense.
The Company files income tax returns in the U.S. and various state, local and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2017. The Company is currently subject to U.S., various state and non-U.S. income tax audits.
Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including progress of tax audits and closing of statutes of limitations. Based on information currently available, management believes that additional audit activity could be completed and/or statutes of limitations may close relating to existing unrecognized tax benefits. It is reasonably possible there could be a reduction of $ 3,649 in previously unrecognized tax benefits by the end of the second quarter 2023.
NOTE 16 — DERIVATIVES
The Company uses derivative instruments to manage exposures to currency exchange rates, interest rates and commodity prices arising in the normal course of business. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. Hedge ineffectiveness was immaterial in the six months ended June 30, 2022 and 2021.
The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with any individual counterparty was considered significant at June 30, 2022. The Company does not expect any counterparties to fail to meet their obligations.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
Cash Flow Hedges
The Company has certain foreign currency forward contracts that are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of these short-term contracts was $ 58,312 at June 30, 2022 and $ 72,630 at December 31, 2021.
The Company has interest rate forward starting swap agreements that are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of the long-term contracts was $ 100,000 at June 30, 2022 and December 31, 2021 and have a termination date of August 2025.
The Company has commodity contracts with a notional amount of 800,000 pounds and 975,000 pounds at June 30, 2022 and December 31, 2021, respectively, that are qualified and designated as cash flow hedges.
Net Investment Hedges
The Company has cross currency swap agreements that are qualified and designated as net investment hedges. The dollar equivalent gross notional amount of these contracts is $ 25,000 as of June 30, 2022 and December 31, 2021, respectively.
The Company has foreign currency forward contracts that qualify and are designated as net investment hedges. The dollar equivalent gross notional amount of these short-term contracts was $ 86,992 at June 30, 2022 and $ 94,479 at December 31, 2021.
Derivatives Not Designated as Hedging Instruments
The Company has certain foreign exchange forward contracts that are not designated as hedges. These derivatives are held as economic hedges of certain balance sheet exposures. The dollar equivalent gross notional amount of these contracts was $ 223,992 and $ 301,685 at June 30, 2022 and December 31, 2021, respectively.
Fair values of derivative instruments in the Company’s Condensed Consolidated Balance Sheets follow:
June 30, 2022
December 31, 2021
Other
Other
Other
Other
Current
Current
Other
Other
Current
Current
Other
Other
Derivatives by hedge designation
Assets
Liabilities
Assets
Liabilities
Assets
Liabilities
Assets
Liabilities
Designated as hedging instruments:
Foreign exchange contracts
$
1,482
$
365
$
—
$
—
$
772
$
535
$
—
$
—
Forward starting swap agreements
—
—
16,481
—
—
—
6,990
—
Net investment contracts
7,160
—
1,143
—
2,095
—
—
608
Commodity contracts
9
346
—
—
311
—
—
—
Not designated as hedging instruments:
Foreign exchange contracts
2,400
446
—
—
4,656
3,445
—
—
Total derivatives
$
11,051
$
1,157
$
17,624
$
—
$
7,834
$
3,980
$
6,990
$
608
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
The effects of undesignated derivative instruments on the Company’s Consolidated Statements of Income consisted of the following:
Three Months Ended June 30,
Six Months Ended June 30,
Derivatives by hedge designation
Classification of gain (loss)
2022
2021
2022
2021
Not designated as hedges:
Foreign exchange contracts
Selling, general
& administrative expenses
$
( 1,359 )
$
7,164
$
538
$
5,878
The effects of designated hedges on AOCI and the Company’s Consolidated Statements of Income consisted of the following:
Total gain (loss) recognized in AOCI, net of tax
June 30, 2022
December 31, 2021
Foreign exchange contracts
$
994
$
284
Forward starting swap agreements
12,429
5,232
Net investment contracts
9,238
2,339
Commodity Contracts
( 262 )
239
The Company expects a loss of $ 732 related to existing contracts to be reclassified from AOCI, net of tax, to earnings over the next 12 months as the hedged transactions are realized.
Three Months Ended June 30,
Six Months Ended June 30,
Gain (loss) recognized in the
Derivative type
Consolidated Statements of Income:
2022
2021
2022
2021
Foreign exchange contracts
Sales
$
181
$
97
$
361
$
241
Cost of goods sold
343
( 495 )
628
( 974 )
Commodity contracts
Cost of goods sold
110
—
280
—
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
NOTE 17 - FAIR VALUE
The following table provides a summary of assets and liabilities as of June 30, 2022, measured at fair value on a recurring basis:
Quoted Prices in
Active Markets for
Identical Assets or
Significant Other
Significant
Balance as of
Liabilities
Observable Inputs
Unobservable
Description
June 30, 2022
(Level 1)
(Level 2)
Inputs (Level 3)
Assets:
Foreign exchange contracts
$
3,882
$
—
$
3,882
$
—
Net investment contracts
8,303
—
8,303
—
Commodity contracts
9
—
9
—
Forward starting swap agreements
16,481
—
16,481
—
Pension surplus
61,625
61,625
—
—
Total assets
$
90,300
$
61,625
$
28,675
$
—
Liabilities:
Foreign exchange contracts
$
811
$
—
$
811
$
—
Commodity contracts
346
—
346
—
Deferred compensation
38,604
—
38,604
—
Total liabilities
$
39,761
$
—
$
39,761
$
—
The following table provides a summary of assets and liabilities as of December 31, 2021, measured at fair value on a recurring basis:
Quoted Prices in
Active Markets for
Identical Assets or
Significant Other
Significant
Balance as of
Liabilities
Observable Inputs
Unobservable
Description
December 31, 2021
(Level 1)
(Level 2)
Inputs (Level 3)
Assets:
Foreign exchange contracts
$
5,428
$
—
$
5,428
$
—
Net investment contracts
2,095
—
2,095
—
Commodity contracts
311
—
311
—
Forward starting swap agreements
6,990
—
6,990
—
Total assets
$
14,824
$
—
$
14,824
$
—
Liabilities:
Foreign exchange contracts
$
3,980
$
—
$
3,980
$
—
Net investment contracts
608
—
608
—
Deferred compensation
41,612
—
41,612
—
Total liabilities
$
46,200
$
—
$
46,200
$
—
The Company’s derivative contracts are valued at fair value using the market approach. The Company measures the fair value of foreign exchange contracts, swap agreements and net investment contracts using Level 2 inputs based on observable spot and forward rates in active markets.
The deferred compensation liability is the Company’s obligation under its executive deferred compensation plan. The Company measures the fair value of the liability using the market values of the participants’ underlying investment fund elections.
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LINCOLN ELECTRIC HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Dollars in thousands, except per share amounts
The fair value of Cash and cash equivalents, Accounts receivable, Short-term debt excluding the current portion of long-term debt and Trade accounts payable approximated book value due to the short-term nature of these instruments at both June 30, 2022 and December 31, 2021.
The fair value of the Company’s pension surplus assets are based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The pension surplus assets are invested in money market and short-term duration bond funds at June 30, 2022.
The Company has various financial instruments, including cash and cash equivalents, short and long-term debt and forward contracts. While these financial instruments are subject to concentrations of credit risk, the Company has minimized this risk by entering into arrangements with a number of major banks and financial institutions and investing in several high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations.
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Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.