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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________
FORM 10-Q
_________________________________________________
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For Quarterly Period Ended September 30, 2023
OR
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-12658
_________________________________________________
ALBEMARLE CORPORATION
(Exact name of registrant as specified in its charter)
_________________________________________________
| | | | | | | | |
Virginia | | 54-1692118 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code - (980) 299-5700
_________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
COMMON STOCK, $.01 Par Value | | ALB | | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
| | | |
Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | | | | |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of common stock, $.01 par value, outstanding as of October 25, 2023: 117,353,272
ALBEMARLE CORPORATION
INDEX – FORM 10-Q
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Item 5. | Other Information | |
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EXHIBITS | | |
PART I. FINANCIAL INFORMATION
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Item 1. | Financial Statements (Unaudited). |
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net sales | $ | 2,310,596 | | | $ | 2,091,805 | | | $ | 7,261,038 | | | $ | 4,699,126 | |
Cost of goods sold | 2,255,662 | | | 1,047,991 | | | 5,371,077 | | | 2,625,858 | |
Gross profit | 54,934 | | | 1,043,814 | | | 1,889,961 | | | 2,073,268 | |
Selling, general and administrative expenses | 173,866 | | | 134,479 | | | 725,242 | | | 375,989 | |
Research and development expenses | 21,082 | | | 18,358 | | | 62,972 | | | 51,827 | |
| | | | | | | |
Loss on sale of interest in properties | — | | | — | | | — | | | 8,400 | |
| | | | | | | |
Operating (loss) profit | (140,014) | | | 890,977 | | | 1,101,747 | | | 1,637,052 | |
Interest and financing expenses | (29,332) | | | (29,691) | | | (81,686) | | | (98,934) | |
Other income, net | 11,182 | | | 7,974 | | | 147,628 | | | 32,237 | |
(Loss) income before income taxes and equity in net income of unconsolidated investments | (158,164) | | | 869,260 | | | 1,167,689 | | | 1,570,355 | |
Income tax (benefit) expense | (8,551) | | | 196,938 | | | 311,399 | | | 366,486 | |
(Loss) income before equity in net income of unconsolidated investments | (149,613) | | | 672,322 | | | 856,290 | | | 1,203,869 | |
Equity in net income of unconsolidated investments (net of tax) | 470,306 | | | 258,884 | | | 1,417,545 | | | 449,476 | |
Net income | 320,693 | | | 931,206 | | | 2,273,835 | | | 1,653,345 | |
Net income attributable to noncontrolling interests | (18,160) | | | (33,991) | | | (82,679) | | | (95,974) | |
Net income attributable to Albemarle Corporation | $ | 302,533 | | | $ | 897,215 | | | $ | 2,191,156 | | | $ | 1,557,371 | |
Basic earnings per share | $ | 2.58 | | | $ | 7.66 | | | $ | 18.68 | | | $ | 13.30 | |
Diluted earnings per share | $ | 2.57 | | | $ | 7.61 | | | $ | 18.60 | | | $ | 13.23 | |
Weighted-average common shares outstanding – basic | 117,349 | | | 117,136 | | | 117,304 | | | 117,106 | |
Weighted-average common shares outstanding – diluted | 117,783 | | | 117,869 | | | 117,797 | | | 117,749 | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net income | $ | 320,693 | | | $ | 931,206 | | | $ | 2,273,835 | | | $ | 1,653,345 | |
Other comprehensive (loss) income, net of tax: | | | | | | | |
Foreign currency translation and other | (143,957) | | | (200,520) | | | (103,376) | | | (324,230) | |
| | | | | | | |
| | | | | | | |
Cash flow hedge | (39,088) | | | (9,652) | | | (36,961) | | | (8,144) | |
Interest rate swap | — | | | — | | | — | | | 7,399 | |
| | | | | | | |
Total other comprehensive loss, net of tax | (183,045) | | | (210,172) | | | (140,337) | | | (324,975) | |
Comprehensive income | 137,648 | | | 721,034 | | | 2,133,498 | | | 1,328,370 | |
Comprehensive income attributable to noncontrolling interests | (18,141) | | | (33,990) | | | (82,652) | | | (95,858) | |
Comprehensive income attributable to Albemarle Corporation | $ | 119,507 | | | $ | 687,044 | | | $ | 2,050,846 | | | $ | 1,232,512 | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2023 | | 2022 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 1,601,668 | | | $ | 1,499,142 | |
Trade accounts receivable, less allowance for doubtful accounts (2023 – $2,992; 2022 – $2,534) | 1,179,012 | | | 1,190,970 | |
Other accounts receivable | 528,744 | | | 185,819 | |
Inventories | 3,404,212 | | | 2,076,031 | |
Other current assets | 411,926 | | | 234,955 | |
| | | |
Total current assets | 7,125,562 | | | 5,186,917 | |
Property, plant and equipment, at cost | 10,929,150 | | | 9,354,330 | |
Less accumulated depreciation and amortization | 2,620,535 | | | 2,391,333 | |
Net property, plant and equipment | 8,308,615 | | | 6,962,997 | |
Investments | 1,254,041 | | | 1,150,553 | |
| | | |
| | | |
Other assets | 328,518 | | | 250,558 | |
Goodwill | 1,606,077 | | | 1,617,627 | |
Other intangibles, net of amortization | 260,541 | | | 287,870 | |
Total assets | $ | 18,883,354 | | | $ | 15,456,522 | |
Liabilities And Equity | | | |
Current liabilities: | | | |
Accounts payable to third parties | $ | 1,812,168 | | | $ | 1,533,624 | |
Accounts payable to related parties | 795,088 | | | 518,377 | |
Accrued expenses | 689,106 | | | 505,894 | |
| | | |
Current portion of long-term debt | 162,351 | | | 2,128 | |
Dividends payable | 46,661 | | | 46,116 | |
| | | |
| | | |
Income taxes payable | 436,238 | | | 134,876 | |
Total current liabilities | 3,941,612 | | | 2,741,015 | |
Long-term debt | 3,495,971 | | | 3,214,972 | |
Postretirement benefits | 32,797 | | | 32,751 | |
Pension benefits | 153,955 | | | 159,571 | |
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| | | |
Other noncurrent liabilities | 807,051 | | | 636,596 | |
Deferred income taxes | 289,529 | | | 480,770 | |
Commitments and contingencies (Note 9) | | | |
Equity: | | | |
Albemarle Corporation shareholders’ equity: | | | |
Common stock, $.01 par value, issued and outstanding – 117,352 in 2023 and 117,168 in 2022 | 1,174 | | | 1,172 | |
Additional paid-in capital | 2,945,975 | | | 2,940,840 | |
Accumulated other comprehensive loss | (700,972) | | | (560,662) | |
Retained earnings | 7,651,638 | | | 5,601,277 | |
Total Albemarle Corporation shareholders’ equity | 9,897,815 | | | 7,982,627 | |
Noncontrolling interests | 264,624 | | | 208,220 | |
Total equity | 10,162,439 | | | 8,190,847 | |
Total liabilities and equity | $ | 18,883,354 | | | $ | 15,456,522 | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In Thousands, Except Share Data) | | | | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Retained Earnings | | Total Albemarle Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Common Stock | |
Shares | | Amounts | | | | | | |
Balance at June 30, 2023 | 117,339,879 | | | $ | 1,174 | | | $ | 2,936,036 | | | $ | (517,946) | | | $ | 7,396,045 | | | $ | 9,815,309 | | | $ | 272,731 | | | $ | 10,088,040 | |
Net income | | | | | | | | | 302,533 | | | 302,533 | | | 18,160 | | | 320,693 | |
Other comprehensive loss | | | | | | | (183,026) | | | | | (183,026) | | | (19) | | | (183,045) | |
Cash dividends declared, $0.40 per common share | | | | | | | | | (46,940) | | | (46,940) | | | (26,248) | | | (73,188) | |
Stock-based compensation | | | | | 11,159 | | | | | | | 11,159 | | | | | 11,159 | |
| | | | | | | | | | | | | | | |
Exercise of stock options | 592 | | | — | | | 36 | | | | | | | 36 | | | | | 36 | |
| | | | | | | | | | | | | | | |
Issuance of common stock, net | 17,031 | | | — | | | — | | | | | | | — | | | | | — | |
Withholding taxes paid on stock-based compensation award distributions | (5,785) | | | — | | | (1,256) | | | | | | | (1,256) | | | | | (1,256) | |
Balance at September 30, 2023 | 117,351,717 | | | $ | 1,174 | | | $ | 2,945,975 | | | $ | (700,972) | | | $ | 7,651,638 | | | $ | 9,897,815 | | | $ | 264,624 | | | $ | 10,162,439 | |
| | | | | | | | | | | | | | | |
Balance at June 30, 2022 | 117,121,748 | | | $ | 1,171 | | | $ | 2,927,086 | | | $ | (507,138) | | | $ | 3,664,172 | | | $ | 6,085,291 | | | $ | 215,684 | | | $ | 6,300,975 | |
Net income | | | | | | | | | 897,215 | | | 897,215 | | | 33,991 | | | 931,206 | |
Other comprehensive loss | | | | | | | (210,171) | | | | | (210,171) | | | (1) | | | (210,172) | |
Cash dividends declared, $0.395 per common share | | | | | | | | | (46,272) | | | (46,272) | | | (17,683) | | | (63,955) | |
Stock-based compensation | | | | | 7,405 | | | | | | | 7,405 | | | | | 7,405 | |
| | | | | | | | | | | | | | | |
Exercise of stock options | 8,377 | | | — | | | 735 | | | | | | | 735 | | | | | 735 | |
Issuance of common stock, net | 21,597 | | | — | | | — | | | | | | | — | | | | | — | |
Withholding taxes paid on stock-based compensation award distributions | (6,358) | | | — | | | (1,567) | | | | | | | (1,567) | | | | | (1,567) | |
Balance at September 30, 2022 | 117,145,364 | | | $ | 1,171 | | | $ | 2,933,659 | | | $ | (717,309) | | | $ | 4,515,115 | | | $ | 6,732,636 | | | $ | 231,991 | | | $ | 6,964,627 | |
| | | | | | | | | | | | | | | |
Balance at December 31, 2022 | 117,168,366 | | | $ | 1,172 | | | $ | 2,940,840 | | | $ | (560,662) | | | $ | 5,601,277 | | | $ | 7,982,627 | | | $ | 208,220 | | | $ | 8,190,847 | |
Net income | | | | | | | | | 2,191,156 | | | 2,191,156 | | | 82,679 | | | 2,273,835 | |
Other comprehensive loss | | | | | | | (140,310) | | | | | (140,310) | | | (27) | | | (140,337) | |
Cash dividends declared, $1.20 per common share | | | | | | | | | (140,795) | | | (140,795) | | | (26,248) | | | (167,043) | |
Stock-based compensation | | | | | 31,186 | | | | | | | 31,186 | | | | | 31,186 | |
| | | | | | | | | | | | | | | |
Exercise of stock options | 1,812 | | | — | | | 117 | | | | | | | 117 | | | | | 117 | |
| | | | | | | | | | | | | | | |
Issuance of common stock, net | 293,891 | | | 3 | | | (3) | | | | | | | — | | | | | — | |
| | | | | | | | | | | | | | | |
Withholding taxes paid on stock-based compensation award distributions | (112,352) | | | (1) | | | (26,165) | | | | | | | (26,166) | | | | | (26,166) | |
Balance at September 30, 2023 | 117,351,717 | | | $ | 1,174 | | | $ | 2,945,975 | | | $ | (700,972) | | | $ | 7,651,638 | | | $ | 9,897,815 | | | $ | 264,624 | | | $ | 10,162,439 | |
| | | | | | | | | | | | | | | |
Balance at December 31, 2021 | 117,015,333 | | | $ | 1,170 | | | $ | 2,920,007 | | | $ | (392,450) | | | $ | 3,096,539 | | | $ | 5,625,266 | | | $ | 180,341 | | | $ | 5,805,607 | |
Net income | | | | | | | | | 1,557,371 | | | 1,557,371 | | | 95,974 | | | 1,653,345 | |
Other comprehensive loss | | | | | | | (324,859) | | | | | (324,859) | | | (116) | | | (324,975) | |
Cash dividends declared, $1.185 per common share | | | | | | | | | (138,795) | | | (138,795) | | | (44,208) | | | (183,003) | |
Stock-based compensation | | | | | 24,213 | | | | | | | 24,213 | | | | | 24,213 | |
| | | | | | | | | | | | | | | |
Exercise of stock options | 16,166 | | | — | | | 1,203 | | | | | | | 1,203 | | | | | 1,203 | |
| | | | | | | | | | | | | | | |
Issuance of common stock, net | 176,293 | | | 2 | | | 385 | | | | | | | 387 | | | | | 387 | |
| | | | | | | | | | | | | | | |
Withholding taxes paid on stock-based compensation award distributions | (62,428) | | | (1) | | | (12,149) | | | | | | | (12,150) | | | | | (12,150) | |
Balance at September 30, 2022 | 117,145,364 | | | $ | 1,171 | | | $ | 2,933,659 | | | $ | (717,309) | | | $ | 4,515,115 | | | $ | 6,732,636 | | | $ | 231,991 | | | $ | 6,964,627 | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
ALBEMARLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2023 | | 2022 |
Cash and cash equivalents at beginning of year | $ | 1,499,142 | | | $ | 439,272 | |
Cash flows from operating activities: | | | |
Net income | 2,273,835 | | | 1,653,345 | |
Adjustments to reconcile net income to cash flows from operating activities: | | | |
Depreciation and amortization | 285,801 | | | 215,280 | |
| | | |
| | | |
| | | |
| | | |
Loss on sale of investment in properties | — | | | 8,400 | |
| | | |
Stock-based compensation and other | 29,465 | | | 24,649 | |
Equity in net income of unconsolidated investments (net of tax) | (1,417,545) | | | (449,476) | |
Dividends received from unconsolidated investments and nonmarketable securities | 1,939,225 | | | 350,895 | |
Pension and postretirement benefit | 5,925 | | | (12,299) | |
Pension and postretirement contributions | (12,243) | | | (10,929) | |
Unrealized (gain) loss on investments in marketable securities | (36,740) | | | 3,864 | |
Loss on early extinguishment of debt | — | | | 19,219 | |
Deferred income taxes | (182,764) | | | 77,968 | |
Working capital changes | (1,332,042) | | | (1,004,236) | |
Non-cash transfer of 40% value of construction in progress of Kemerton plant to MRL | 17,132 | | | 115,969 | |
Other, net | (146,509) | | | (37,047) | |
Net cash provided by operating activities | 1,423,540 | | | 955,602 | |
Cash flows from investing activities: | | | |
Acquisitions, net of cash acquired | (43,207) | | | — | |
| | | |
Capital expenditures | (1,465,193) | | | (815,934) | |
| | | |
| | | |
| | | |
| | | |
(Purchases) sales of marketable securities, net | (205,952) | | | 3,132 | |
| | | |
Investments in equity investments and nonmarketable securities | (1,279) | | | (507) | |
Net cash used in investing activities | (1,715,631) | | | (813,309) | |
Cash flows from financing activities: | | | |
| | | |
Repayments of long-term debt and credit agreements | — | | | (455,000) | |
Proceeds from borrowings of long-term debt and credit agreements | 300,000 | | | 1,964,216 | |
Other debt borrowings (repayments), net | 172,791 | | | (391,067) | |
Fees related to early extinguishment of debt | — | | | (9,767) | |
Dividends paid to shareholders | (140,251) | | | (138,165) | |
Dividends paid to noncontrolling interests | (79,393) | | | (44,208) | |
| | | |
Proceeds from exercise of stock options | 117 | | | 1,590 | |
Withholding taxes paid on stock-based compensation award distributions | (26,166) | | | (12,150) | |
| | | |
Other | (191) | | | (4,198) | |
Net cash provided by financing activities | 226,907 | | | 911,251 | |
Net effect of foreign exchange on cash and cash equivalents | 167,710 | | | (110,013) | |
Increase in cash and cash equivalents | 102,526 | | | 943,531 | |
Cash and cash equivalents at end of period | $ | 1,601,668 | | | $ | 1,382,803 | |
See accompanying Notes to the Condensed Consolidated Financial Statements.
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1—Basis of Presentation:
In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Albemarle Corporation and our wholly-owned, majority-owned and controlled subsidiaries (collectively, “Albemarle,” “we,” “us,” “our” or the “Company”) contain all adjustments necessary for a fair statement, in all material respects, of our consolidated balance sheets as of September 30, 2023 and December 31, 2022, our consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of changes in equity for the three- and nine- month periods ended September 30, 2023 and 2022 and our condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2023 and 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 15, 2023. The December 31, 2022 consolidated balance sheet data herein was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The results of operations for the three- and nine-month periods ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year.
NOTE 2—Acquisitions:
Guangxi Tianyuan New Energy Materials Acquisition
On October 25, 2022, the Company completed the acquisition of all of the outstanding equity of Guangxi Tianyuan New Energy Materials Co., Ltd. (“Qinzhou”) for approximately $200 million in cash, which included the deferral of approximately $29 million. The full amount of the deferral, net of working capital adjustments, was paid in installments ending in July 2023. Qinzhou's operations include a lithium processing plant strategically positioned near the Port of Qinzhou in Guangxi, which began commercial production in the first half of 2022. The plant has designed annual conversion capacity of up to 25,000 metric tons of lithium carbonate equivalent (“LCE”) and is capable of producing battery-grade lithium carbonate and lithium hydroxide.
The aggregate purchase price noted above was allocated to the major categories of assets and liabilities acquired based upon their estimated fair values at the acquisition closing date, which were based, in part, upon third-party appraisals for certain assets. The fair value of the assets and liabilities was primarily related to Property, plant and equipment of $106.6 million, Other intangibles of $16.3 million, net current liabilities of $5.5 million, and long-term liabilities of $7.1 million. The excess of the purchase price over the fair value of the net assets acquired was $76.8 million and was recorded as Goodwill.
The allocation of the purchase price was finalized in the third quarter of 2023. The fair value of the assets acquired and liabilities assumed was based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The discount rate is a significant assumption used in the valuation model. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to possible impairment.
Goodwill arising from the acquisition was recorded within the Energy Storage segment and consists largely of anticipated synergies and economies of scale from the combined companies and overall strategic importance of the acquired businesses to Albemarle. The goodwill attributable to the acquisition will not be amortizable or deductible for tax purposes.
NOTE 3—Income Taxes:
The effective income tax rate for the three-month and nine-month period ended September 30, 2023 was 5.4% and 26.7%, respectively, compared to 22.7% and 23.3% for the three-month and nine-month periods ended September 30, 2022, respectively. The three-month period ended September 30, 2023 included tax expense related to an uncertain tax position in Chile offset by the geographic mix of earnings. The Company’s effective income tax rate fluctuates based on, among other factors, the amount and location of income. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the three-month and nine-month periods ended September 30, 2023 was impacted by a variety of factors, primarily the location in which income was earned, foreign-derived intangible income and an uncertain tax position recorded in Chile. During the nine-month period ended September 30, 2023, the effective tax rate was also impacted by a non-deductible accrual for the agreements in principle to resolve a previously disclosed legal matter with the U.S. Department of Justice (“DOJ”), the SEC, and the Dutch Public Prosecutor (“DPP”) (see Note 9, “Commitments and Contingencies,” for further information). The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the three-
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
month and nine-month periods ended September 30, 2022 was impacted by a variety of factors, primarily global intangible low-taxed income and the location in which income was earned.
NOTE 4—Earnings Per Share:
Basic and diluted earnings per share for the three-month and nine-month periods ended September 30, 2023 and 2022 are calculated as follows (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Basic earnings per share | | | | | | | |
Numerator: | | | | | | | |
Net income attributable to Albemarle Corporation | $ | 302,533 | | | $ | 897,215 | | | $ | 2,191,156 | | | $ | 1,557,371 | |
Denominator: | | | | | | | |
Weighted-average common shares for basic earnings per share | 117,349 | | | 117,136 | | | 117,304 | | | 117,106 | |
Basic earnings per share | $ | 2.58 | | | $ | 7.66 | | | $ | 18.68 | | | $ | 13.30 | |
| | | | | | | |
Diluted earnings per share | | | | | | | |
Numerator: | | | | | | | |
Net income attributable to Albemarle Corporation | $ | 302,533 | | | $ | 897,215 | | | $ | 2,191,156 | | | $ | 1,557,371 | |
Denominator: | | | | | | | |
Weighted-average common shares for basic earnings per share | 117,349 | | | 117,136 | | | 117,304 | | | 117,106 | |
Incremental shares under stock compensation plans | 434 | | | 733 | | | 493 | | | 643 | |
Weighted-average common shares for diluted earnings per share | 117,783 | | | 117,869 | | | 117,797 | | | 117,749 | |
Diluted earnings per share | $ | 2.57 | | | $ | 7.61 | | | $ | 18.60 | | | $ | 13.23 | |
At September 30, 2023 there were 103,916 common stock equivalents not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.
On July 18, 2023, the Company declared a cash dividend of $0.40, an increase from the prior year regular quarterly dividend. This dividend was paid on October 2, 2023 to shareholders of record at the close of business as of September 15, 2023. On October 23, 2023, the Company declared a cash dividend of $0.40 per share, which is payable on January 2, 2024 to shareholders of record at the close of business as of December 15, 2023.
NOTE 5—Inventories:
The following table provides a breakdown of inventories at September 30, 2023 and December 31, 2022 (in thousands):
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2023 | | 2022 |
Finished goods | $ | 2,916,284 | | | $ | 1,679,473 | |
Raw materials and work in process(a) | 359,887 | | | 296,998 | |
Stores, supplies and other | 128,041 | | | 99,560 | |
Total | $ | 3,404,212 | | | $ | 2,076,031 | |
(a)Includes $194.4 million and $133.2 million at September 30, 2023 and December 31, 2022, respectively, of work in process in our Energy Storage segment.
The Company eliminates the balance of intra-entity profits from its equity method investments to the Company to Inventories, specifically finished goods. The balance of intra-entity profits on inventory purchased from equity method investments in Inventories totaled $729.4 million and $332.3 million at September 30, 2023 and December 31, 2022, respectively.
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 6—Investments:
MARBL Joint Venture Agreement Restructuring
On October 18, 2023, the Company closed on the restructuring of the MARBL lithium joint venture in Australia (“MARBL”) with Mineral Resources Limited (“MRL”). This updated structure is intended to significantly simplify the commercial operation agreements previously entered into, retain full control of downstream conversion assets and to provide greater strategic opportunities for each company based on their global operations and the evolving lithium market.
Under the amended agreements, Albemarle acquired the remaining 40% ownership of the Kemerton lithium hydroxide processing facility in Australia that was jointly owned with Mineral Resources through the MARBL joint venture. Following this restructuring, Albemarle and MRL each own 50% of the Wodgina Lithium Mine Project (“Wodgina”), and MRL operates the Wodgina mine on behalf of the joint venture. Albemarle expects to pay MRL between an estimated $380 million to $400 million in cash, which includes the $180 million of consideration for the remaining ownership of Kemerton as well as a payment for the economic effective date of the transaction being retroactive to April 1, 2022.
As a result of this transaction, the Company expects to record a gain on the consolidated statement of income during the fourth quarter of 2023.
Variable Interest Entities
The Company holds a 49% equity interest in Windfield Holdings Pty. Ltd. (“Talison”), where the ownership parties share risks and benefits disproportionate to their voting interests. As a result, the Company considers Talison to be a variable interest entity (“VIE”), however this investment is not consolidated as the Company is not the primary beneficiary. The carrying amount of the Company’s 49% equity interest in Windfield, which is the Company’s most significant VIE, was $524.9 million and $694.5 million at September 30, 2023 and December 31, 2022, respectively. The Company’s unconsolidated VIEs are reported in Investments on the consolidated balance sheets. The Company does not guarantee debt for, or have other financial support obligations to, these entities, and its maximum exposure to loss in connection with its continuing involvement with these entities is limited to the carrying value of the investments.
The following table summarizes the unaudited results of operations for the Talison joint venture, which met the significant subsidiary test for subsidiaries not consolidated or 50% or less owned persons under Rule 10-01 of Regulation S-X, for the three-month and nine-month periods ended September 30, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net sales | $ | 1,478,430 | | | $ | 1,295,161 | | | $ | 5,756,748 | | | $ | 2,314,686 | |
Gross profit | 1,410,698 | | | 1,245,340 | | | 5,556,634 | | | 2,167,442 | |
Income before income taxes | 1,353,249 | | | 1,169,655 | | | 5,289,278 | | | 1,915,577 | |
Net income | 947,275 | | | 818,758 | | | 3,702,503 | | | 1,340,908 | |
Other
As part of the proceeds from the sale of the fine chemistry services (“FCS”) business on June 1, 2021, W.R. Grace & Co. (“Grace”) issued Albemarle preferred equity of a Grace subsidiary having an aggregate stated value of $270 million. The preferred equity can be redeemed at Grace’s option under certain conditions and began accruing PIK dividends at an annual rate of 12% on June 1, 2023. In addition, the preferred equity can be redeemed by Albemarle when the accumulated balance reaches 200% of the original value. This preferred equity had a fair value of $280.9 million and $260.1 million at September 30, 2023 and December 31, 2022, respectively, which is reported in Investments in the consolidated balance sheets.
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 7—Goodwill and Other Intangibles:
The following table summarizes the changes in goodwill by reportable segment for the nine-month period ended September 30, 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Energy Storage | | Specialties | | Ketjen | | | | Total |
Balance at December 31, 2022 | $ | 1,424,275 | | | $ | 20,319 | | | $ | 173,033 | | | | | $ | 1,617,627 | |
Acquisitions(a) | 742 | | | — | | | — | | | | | 742 | |
| | | | | | | | | |
Segment realignment(b) | (12,316) | | | 12,316 | | | — | | | | | — | |
Foreign currency translation adjustments and other | (11,358) | | | — | | | (934) | | | | | (12,292) | |
Balance at September 30, 2023 | $ | 1,401,343 | | | $ | 32,635 | | | $ | 172,099 | | | | | $ | 1,606,077 | |
(a) Represents final purchase price adjustments for the Qinzhou acquisition. See Note 2, “Acquisitions,” for additional information.
(b) Effective January 1, 2023, the Company realigned its Lithium and Bromine reportable segments into the Energy Storage and Specialties reportable segments. See Note 11, “Segment Information,” for additional details. As a result, the Company transferred goodwill from its legacy Lithium segment to the new Specialties reportable segment during the nine-month period ended September 30, 2023.
The following table summarizes the changes in other intangibles and related accumulated amortization for the nine-month period ended September 30, 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Customer Lists and Relationships | | Trade Names and Trademarks(a) | | Patents and Technology | | Other | | Total |
Gross Asset Value | | | | | | | | | |
Balance at December 31, 2022 | $ | 412,670 | | | $ | 13,161 | | | $ | 46,399 | | | $ | 35,186 | | | $ | 507,416 | |
| | | | | | | | | |
| | | | | | | | | |
Foreign currency translation adjustments and other | (6,467) | | | (88) | | | (1,417) | | | (1,201) | | | (9,173) | |
Balance at September 30, 2023 | $ | 406,203 | | | $ | 13,073 | | | $ | 44,982 | | | $ | 33,985 | | | $ | 498,243 | |
Accumulated Amortization | | | | | | | | | |
Balance at December 31, 2022 | $ | (177,627) | | | $ | (3,587) | | | $ | (23,790) | | | $ | (14,542) | | | $ | (219,546) | |
Amortization | (19,529) | | | — | | | (1,937) | | | (725) | | | (22,191) | |
| | | | | | | | | |
Foreign currency translation adjustments and other | 3,084 | | | 14 | | | 469 | | | 468 | | | 4,035 | |
Balance at September 30, 2023 | $ | (194,072) | | | $ | (3,573) | | | $ | (25,258) | | | $ | (14,799) | | | $ | (237,702) | |
Net Book Value at December 31, 2022 | $ | 235,043 | | | $ | 9,574 | | | $ | 22,609 | | | $ | 20,644 | | | $ | 287,870 | |
Net Book Value at September 30, 2023 | $ | 212,131 | | | $ | 9,500 | | | $ | 19,724 | | | $ | 19,186 | | | $ | 260,541 | |
(a) Net Book Value includes only indefinite-lived intangible assets.
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 8—Long-Term Debt:
Long-term debt at September 30, 2023 and December 31, 2022 consisted of the following (in thousands):
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2023 | | 2022 |
1.125% notes due 2025 | $ | 398,701 | | | $ | 401,265 | |
1.625% notes due 2028 | 528,600 | | | 532,000 | |
| | | |
3.45% Senior notes due 2029 | 171,612 | | | 171,612 | |
| | | |
4.65% Senior notes due 2027 | 650,000 | | | 650,000 | |
5.05% Senior notes due 2032 | 600,000 | | | 600,000 | |
5.45% Senior notes due 2044 | 350,000 | | | 350,000 | |
5.65% Senior notes due 2052 | 450,000 | | | 450,000 | |
| | | |
| | | |
Commercial paper notes | 156,500 | | | — | |
| | | |
Interest-free loan | 300,000 | | | — | |
Variable-rate foreign bank loans | 20,125 | | | 2,997 | |
| | | |
Finance lease obligations | 120,844 | | | 76,537 | |
Other | 11,773 | | | 11,378 | |
Unamortized discount and debt issuance costs | (99,833) | | | (28,689) | |
Total long-term debt | 3,658,322 | | | 3,217,100 | |
Less amounts due within one year | 162,351 | | | 2,128 | |
Long-term debt, less current portion | $ | 3,495,971 | | | $ | 3,214,972 | |
Current portion of long-term debt at September 30, 2023 consisted primarily of commercial paper notes with a weighted-average interest rate of approximately 5.52% and a weighted-average maturity of 3 days.
In the second quarter of 2023 the Company received a loan of $300.0 million to be repaid in five equal annual installments beginning on December 31, 2026. This interest-free loan was discounted using an imputed interest rate of 5.53% and the Company will amortize that discount through Interest and financing expenses over the term of the loan.
NOTE 9—Commitments and Contingencies:
Environmental
The following activity was recorded in environmental liabilities for the nine months ended September 30, 2023 (in thousands):
| | | | | |
Beginning balance at December 31, 2022 | $ | 38,245 | |
Expenditures | (3,006) | |
| |
Accretion of discount | 865 | |
Additions and changes in estimates | 1,869 | |
Foreign currency translation adjustments and other | (137) | |
Ending balance at September 30, 2023 | 37,836 | |
Less amounts reported in Accrued expenses | 10,946 | |
Amounts reported in Other noncurrent liabilities | $ | 26,890 | |
Environmental remediation liabilities included discounted liabilities of $30.5 million and $30.1 million at September 30, 2023 and December 31, 2022, respectively, discounted at rates with a weighted-average of 3.6% and 3.4%, respectively, and with the undiscounted amount totaling $58.4 million and $57.5 million at September 30, 2023 and December 31, 2022, respectively. For certain locations where the Company is operating groundwater monitoring and/or remediation systems, prior owners or insurers have assumed all or most of the responsibility.
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The amounts recorded represent our future remediation and other anticipated environmental liabilities. These liabilities typically arise during the normal course of our operational and environmental management activities or at the time of acquisition of the site, and are based on internal analysis as well as input from outside consultants. As evaluations proceed at each relevant site, changes in risk assessment practices, remediation techniques and regulatory requirements can occur, therefore such liability estimates may be adjusted accordingly. The timing and duration of remediation activities at these sites will be determined when evaluations are completed. Although it is difficult to quantify the potential financial impact of these remediation liabilities, management estimates (based on the latest available information) that there is a reasonable possibility that future environmental remediation costs associated with our past operations could represent an additional $16 million before income taxes, in excess of amounts already recorded.
We believe that any sum we may be required to pay in connection with environmental remediation matters in excess of the amounts recorded would likely occur over a period of time and would likely not have a material adverse effect upon our results of operations, financial condition or cash flows on a consolidated annual basis although any such sum could have a material adverse impact on our results of operations, financial condition or cash flows in a particular quarterly reporting period.
Litigation
We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings seeking remediation under environmental laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, products liability, breach of contract liability and premises liability litigation. Where appropriate, we may establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks. Costs for legal services are generally expensed as incurred.
As first reported in 2018, following receipt of information regarding potential improper payments being made by third-party sales representatives of our Refining Solutions business, within what is now the Ketjen segment, we investigated and voluntarily self-reported potential violations of the U.S. Foreign Corrupt Practices Act to the DOJ and SEC, and also reported this conduct to the DPP. Since reporting these matters to the DOJ, SEC, and DPP, Albemarle has cooperated with these agencies in their investigations of this historical conduct. We have implemented appropriate remedial measures and strengthened our compliance program and related internal controls.
In September 2023, the Company finalized agreements to resolve these matters with the DOJ and SEC. The DPP has confirmed it will not pursue action in this matter. In connection with this resolution, which relates to conduct prior to 2018, we entered into a non-prosecution agreement with the DOJ and an administrative resolution with the SEC, pursuant to which we paid a total of $218.5 million in aggregate fines, disgorgement, and prejudgment interest to the DOJ and SEC. The resolution does not include a compliance monitorship, although the Company has agreed to certain ongoing compliance reporting obligations.
During the second quarter of 2023, the Company recorded a charge of $218.5 million in Selling, General and Administrative Expenses in its consolidated statement of operations and accrued a corresponding liability on its consolidated balance sheet for these agreements. The agreed upon amounts were paid to the DOJ and SEC in October 2023, with this matter considered finalized and no future financial obligations expected.
Indemnities
We are indemnified by third parties in connection with certain matters related to acquired and divested businesses. Although we believe that the financial condition of those parties who may have indemnification obligations to the Company is generally sound, in the event the Company seeks indemnity under any of these agreements or through other means, there can be no assurance that any party who may have obligations to indemnify us will adhere to their obligations and we may have to resort to legal action to enforce our rights under the indemnities.
The Company may be subject to indemnity claims relating to properties or businesses it divested, including properties or businesses of acquired businesses that were divested prior to the completion of the acquisition. In the opinion of management, and based upon information currently available, the ultimate resolution of any indemnification obligations owed to the Company or by the Company is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows. The Company had approximately $28.6 million and $66.1 million at September 30, 2023 and December 31, 2022, respectively, recorded in Other noncurrent liabilities, primarily related to the indemnification of certain income and non-income tax liabilities associated with the Chemetall Surface Treatment entities sold in 2017.
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Other
We have contracts with certain of our customers which serve as guarantees on product delivery and performance according to customer specifications that can cover both shipments on an individual basis, as well as blanket coverage of multiple shipments under certain customer supply contracts. The financial coverage provided by these guarantees is typically based on a percentage of net sales value.
NOTE 10—Leases:
We lease certain office space, buildings, transportation and equipment in various countries. The initial lease terms generally range from 1 to 30 years for real estate leases, and from 2 to 15 years for non-real estate leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.
Many leases include options to terminate or renew, with renewal terms that can extend the lease term from 1 to 50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table provides details of our lease contracts for the three-month and nine-month periods ended September 30, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Operating lease cost | $ | 11,307 | | | $ | 11,456 | | | $ | 37,369 | | | $ | 32,657 | |
Finance lease cost: | | | | | | | |
Amortization of right of use assets | 1,686 | | | 952 | | | 4,466 | | | 2,354 | |
Interest on lease liabilities | 1,616 | | | 826 | | | 4,310 | | | 2,519 | |
Total finance lease cost | 3,302 | | | 1,778 | | | 8,776 | | | 4,873 | |
| | | | | | | |
Short-term lease cost | 4,826 | | | 4,171 | | | 14,746 | | | 10,141 | |
Variable lease cost | 7,560 | | | 3,179 | | | 15,835 | | | 5,810 | |
| | | | | | | |
| | | | | | | |
Total lease cost | $ | 26,995 | | | $ | 20,584 | | | $ | 76,726 | | | $ | 53,481 | |
Supplemental cash flow information related to our lease contracts for the nine-month periods ended September 30, 2023 and 2022 is as follows (in thousands):
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2023 | | 2022 |
Cash paid for amounts included in the measurement of lease liabilities: | | | |
Operating cash flows from operating leases | $ | 35,364 | | | $ | 27,201 | |
Operating cash flows from finance leases | 3,593 | | | 2,360 | |
Financing cash flows from finance leases | 1,627 | | | 999 | |
Right-of-use assets obtained in exchange for lease obligations: | | | |
Operating leases | 43,907 | | | 8,378 | |
Finance leases | 46,773 | | | — | |
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Supplemental balance sheet information related to our lease contracts, including the location on balance sheet, at September 30, 2023 and December 31, 2022 is as follows (in thousands, except as noted):
| | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
Operating leases: | | | |
Other assets | $ | 140,691 | | | $ | 128,173 | |
| | | |
Accrued expenses | 34,159 | | | 35,515 | |
Other noncurrent liabilities | 115,619 | | | 99,269 | |
Total operating lease liabilities | 149,778 | | | 134,784 | |
Finance leases: | | | |
Net property, plant and equipment | 123,146 | | | 81,356 | |
| | | |
Current portion of long-term debt(a) | 9,450 | | | 4,995 | |
Long-term debt | 114,993 | | | 74,409 | |
Total finance lease liabilities | 124,443 | | | 79,404 | |
Weighted average remaining lease term (in years): | | | |
Operating leases | 12.2 | | 13.3 |
Finance leases | 21.4 | | 22.8 |
Weighted average discount rate (%): | | | |
Operating leases | 4.58 | % | | 3.60 | % |
Finance leases | 4.65 | % | | 4.41 | % |
(a) Balance includes accrued interest of finance lease recorded in Accrued expenses.
Maturities of lease liabilities at September 30, 2023 were as follows (in thousands): | | | | | | | | | | | |
| Operating Leases | | Finance Leases |
Remainder of 2023 | $ | 13,143 | | | $ | 4,997 | |
2024 | 32,787 | | | 12,879 | |
2025 | 27,622 | | | 9,795 | |
2026 | 19,039 | | | 9,160 | |
2027 | 14,726 | | | 9,160 | |
Thereafter | 112,850 | | | 148,497 | |
Total lease payments | 220,167 | | | 194,488 | |
Less imputed interest | 70,389 | | | 70,045 | |
Total | $ | 149,778 | | | $ | 124,443 | |
NOTE 11—Segment Information:
Effective January 1, 2023, the Company realigned its Lithium and Bromine global business units into a new corporate structure designed to better meet customer needs and foster talent required to deliver in a competitive global environment. In addition, the Company announced its decision to retain its Catalysts business under a separate, wholly-owned subsidiary renamed Ketjen. As a result, the Company’s three reportable segments include: (1) Energy Storage; (2) Specialties; and (3) Ketjen. Each segment has a dedicated team of sales, research and development, process engineering, manufacturing and sourcing, and business strategy personnel and has full accountability for improving execution through greater asset and market focus, agility and responsiveness. This business structure aligns with the markets and customers we serve through each of the segments. This structure also facilitates the continued standardization of business processes across the organization, and is consistent with the manner in which information is presently used internally by the Company’s chief operating decision maker
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
to evaluate performance and make resource allocation decisions. The segment information for the prior year period been recast to conform to the current year presentation.
The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the operating segments. Pension and other post-employment benefit (“OPEB”) service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“Non-operating pension and OPEB items”) are included in Corporate. Segment data includes inter-segment transfers of raw materials at cost and allocations for certain corporate costs.
The Company’s chief operating decision maker uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s business segments and to allocate resources. The Company defines adjusted EBITDA as earnings before interest and financing expenses, income tax expenses, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items in a balanced manner and on a segment basis. These non-operating, non-recurring or unusual items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, certain litigation and arbitration costs and charges, non-operating pension and OPEB items and other significant non-recurring items. In addition, management uses adjusted EBITDA for business and enterprise planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. The Company has reported adjusted EBITDA because management believes it provides additional useful measurements to review the Company’s operations, provides transparency to investors and enables period-to-period comparability of financial performance. Total adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, U.S. GAAP. Total adjusted EBITDA should not be considered as an alternative to Net (loss) income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, or any other financial measure reported in accordance with U.S. GAAP.
Segment information for the three-month and nine-month periods ended September 30, 2023 and 2022 were as follows (in thousands). Prior period amounts have been recast to reflect the current segment structure.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net sales: | | | | | | | |
Energy Storage | $ | 1,697,163 | | | $ | 1,414,053 | | | $ | 5,403,910 | | | $ | 2,680,150 | |
Specialties | 352,722 | | | 441,928 | | | 1,142,802 | | | 1,354,950 | |
Ketjen | 260,711 | | | 235,824 | | | 714,326 | | | 664,026 | |
| | | | | | | |
| | | | | | | |
Total net sales | $ | 2,310,596 | | | $ | 2,091,805 | | | $ | 7,261,038 | | | $ | 4,699,126 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Adjusted EBITDA: | | | | | | | |
Energy Storage | $ | 407,476 | | | $ | 1,084,643 | | | $ | 2,745,680 | | | $ | 1,853,407 | |
Specialties | 46,307 | | | 133,558 | | | 268,665 | | | 433,534 | |
Ketjen | 15,159 | | | 4,635 | | | 72,584 | | | 31,337 | |
Total segment adjusted EBITDA | 468,942 | | | 1,222,836 | | | 3,086,929 | | | 2,318,278 | |
| | | | | | | |
Corporate | (15,655) | | | (32,870) | | | (5,657) | | | (86,173) | |
Total adjusted EBITDA | $ | 453,287 | | | $ | 1,189,966 | | | $ | 3,081,272 | | | $ | 2,232,105 | |
| | | | | | | |
Depreciation and amortization: | | | | | | | |
Energy Storage | $ | 67,323 | | | $ | 44,591 | | | $ | 176,025 | | | $ | 118,451 | |
Specialties | 22,699 | | | 16,939 | | | 63,890 | | | 50,002 | |
Ketjen | 13,259 | | | 12,689 | | | 39,486 | | | 38,785 | |
| | | | | | | |
Corporate | 2,164 | | | 3,494 | | | 6,400 | | | 8,042 | |
Total depreciation and amortization | $ | 105,445 | | | $ | 77,713 | | | $ | 285,801 | | | $ | 215,280 | |
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
See below for a reconciliation of total segment adjusted EBITDA to the companies consolidated Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Total segment adjusted EBITDA | $ | 468,942 | | | $ | 1,222,836 | | | $ | 3,086,929 | | | $ | 2,318,278 | |
Corporate expenses, net | (15,655) | | | (32,870) | | | (5,657) | | | (86,173) | |
Depreciation and amortization | (105,445) | | | (77,713) | | | (285,801) | | | (215,280) | |
Interest and financing expenses(a) | (29,332) | | | (29,691) | | | (81,686) | | | (98,934) | |
Income tax expense | 8,551 | | | (196,938) | | | (311,399) | | | (366,486) | |
| | | | | | | |
Loss on sale of interest in properties, net(b) | — | | | — | | | — | | | (8,400) | |
Acquisition and integration related costs(c) | (10,043) | | | (2,145) | | | (21,653) | | | (9,244) | |
| | | | | | | |
Non-operating pension and OPEB items | (620) | | | 5,027 | | | (1,833) | | | 15,345 | |
| | | | | | | |
Mark-to-market gain on public equity securities(d) | (26,445) | | | 10,626 | | | 34,401 | | | 10,626 | |
Legal accrual(e) | — | | | — | | | (218,510) | | | — | |
| | | | | | | |
| | | | | | | |
Other(f) | 12,580 | | | (1,917) | | | (3,635) | | | (2,361) | |
Net income attributable to Albemarle Corporation | $ | 302,533 | | | $ | 897,215 | | | $ | 2,191,156 | | | $ | 1,557,371 | |
(a)Included in Interest and financing expenses for the nine-month period ended September 30, 2022 was a loss on early extinguishment of debt of $19.2 million following the May 2022 repayment of Senior Notes due in 2024. In addition, included in Interest and financing expenses for the nine-month period ended September 30, 2022 is the correction of an out of period error of $17.5 million related to the overstatement of capitalized interest in prior periods.
(b)Expense recorded as a result of revised estimates of the obligation to construct certain lithium hydroxide conversion assets in Kemerton, Western Australia, due to cost overruns from supply chain, labor and COVID-19 pandemic related issues. The corresponding obligation was recorded in Accrued liabilities to be transferred to MRL, which maintains a 40% ownership interest in these Kemerton assets.
(c)Costs related to the acquisition, integration and potential divestitures for various significant projects, recorded in Selling, general and administrative expenses (“SG&A”).
(d)(Loss) gain recorded in Other income, net for the three-month and nine-month periods ended September 30, 2023, resulting from the change in fair value of investments in public equity securities.
(e)Accrual recorded in SG&A for the agreements in principle to resolve a previously disclosed legal matter with the DOJ, SEC and DPP. See Note 9, “Commitments and Contingencies,” for further details.
(f)Included amounts for the three-month period ended September 30, 2023 recorded in:
•SG&A - $1.8 million of separation and other severance costs to employees in Corporate and the Ketjen business which are primarily expected to be paid out during 2023, $0.7 million of facility closure expenses related to offices in Germany and $0.3 million of a loss from the sale of legacy properties not part of Albemarle’s operations.
•Other income, net - $8.2 million gain from PIK dividends of preferred equity in a Grace subsidiary and a $7.2 million gain resulting from insurance proceeds of a prior legal matter.
Included amounts for the three-month period ended September 30, 2022 recorded in:
•Cost of goods sold - $2.7 million of expense related to one-time retention payments for certain employees during the Ketjen strategic review and business unit realignment.
•SG&A - $1.9 million of expense primarily related to one-time retention payments for certain employees during the Catalysts strategic review and business unit realignment and $1.4 million primarily related to facility closure expenses of offices in Germany.
•Other income, net - $3.0 million gain from the reversal of a liability related to a previous divestiture and a $1.1 million gain resulting from the adjustment of indemnification related to previously disposed businesses.
Included amounts for the nine-month period ended September 30, 2023 recorded in:
•SG&A - $9.2 million of separation and other severance costs to employees in Corporate and the Ketjen business which are primarily expected to be paid out during 2023, $2.1 million of facility closure expenses related to offices in Germany, $1.9 million of charges primarily for environmental reserves at sites not part of our operations and $1.0 million primarily related to shortfall contributions for a multiemployer plan financial improvement plan.
•Other income, net - $10.9 million gain from PIK dividends of preferred equity in a Grace subsidiary and a $7.2 million gain resulting from insurance proceeds of a prior legal matter, partially offset by $3.9 million of a loss resulting from the adjustment of indemnification related to previously disposed businesses and $3.6 million of charges for asset retirement obligations at a site not part of our operations.
Included amounts for the nine-month period ended September 30, 2022 recorded in:
•Cost of goods sold - $2.7 million of expense related to one-time retention payments for certain employees during the Ketjen strategic review and business unit realignment and $0.5 million of expense related to the settlement of a legal matter resulting from a prior acquisition.
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
•SG&A - $3.4 million primarily related to facility closure expenses related to offices in Germany, $2.8 million of charges for environmental reserves at sites not part of our operations and $1.9 million of expense related to one-time retention payments for certain employees during the Catalysts strategic review and business unit realignment, partially offset by $4.3 million of gains from the sale of legacy properties not part of our operations.
•Other income, net - $3.0 million gain from the reversal of a liability related to a previous divestiture, a $1.1 million gain resulting from the adjustment of indemnification related to previously disposed businesses and a $0.6 million gain related to a settlement received from a legal matter in a prior period.
NOTE 12—Pension Plans and Other Postretirement Benefits:
The components of pension and postretirement benefits cost (credit) for the three-month and nine-month periods ended September 30, 2023 and 2022 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Pension Benefits Cost (Credit): | | | | | | | |
Service cost | $ | 1,340 | | | $ | 959 | | | $ | 3,995 | | | $ | 2,914 | |
Interest cost | 8,587 | | | 5,530 | | | 25,687 | | | 16,703 | |
Expected return on assets | (8,434) | | | (10,884) | | | (25,258) | | | (33,028) | |
| | | | | | | |
Amortization of prior service benefit | 20 | | | 21 | | | 61 | | | 68 | |
Total net pension benefits cost (credit) | $ | 1,513 | | | $ | (4,374) | | | $ | 4,485 | | | $ | (13,343) | |
Postretirement Benefits Cost: | | | | | | | |
Service cost | $ | 12 | | | $ | 21 | | | $ | 36 | | | $ | 64 | |
Interest cost | 467 | | | 327 | | | 1,404 | | | 980 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total net postretirement benefits cost | $ | 479 | | | $ | 348 | | | $ | 1,440 | | | $ | 1,044 | |
Total net pension and postretirement benefits cost (credit) | $ | 1,992 | | | $ | (4,026) | | | $ | 5,925 | | | $ | (12,299) | |
All components of net benefit cost (credit), other than service cost, are included in Other income, net on the consolidated statements of income.
During the three-month and nine-month periods ended September 30, 2023, the Company made contributions of $3.6 million and $12.2 million, respectively, to its qualified and nonqualified pension plans and the U.S. postretirement benefit plan. During the three-month and nine-month periods ended September 30, 2022 the Company made contributions of $3.2 million and $10.9 million, respectively, to its qualified and nonqualified pension plans and the U.S. postretirement benefit plan.
NOTE 13—Fair Value of Financial Instruments:
In assessing the fair value of financial instruments, we use methods and assumptions that are based on market conditions and other risk factors existing at the time of assessment. Fair value information for our financial instruments is as follows:
Long-Term Debt—the fair values of our notes are estimated using Level 1 inputs and account for the difference between the recorded amount and fair value of our long-term debt. The carrying value of our remaining long-term debt reported in the accompanying consolidated balance sheets approximates fair value as substantially all of such debt bears interest based on prevailing variable market rates currently available in the countries in which we have borrowings.
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
| Recorded Amount | | Fair Value | | Recorded Amount | | Fair Value |
| (In thousands) |
Long-term debt | $ | 3,678,744 | | | $ | 3,348,090 | | | $ | 3,239,853 | | | $ | 2,993,027 | |
Foreign Currency Forward Contracts—during the fourth quarter of 2019, we entered into a foreign currency forward contract to hedge the cash flow exposure of non-functional currency purchases during the construction of the Kemerton plant in Australia. This derivative financial instrument is used to manage risk and is not used for trading or other speculative purposes. This foreign currency forward contract has been designated as a hedging instrument under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. We had outstanding designated foreign currency forward contracts with notional values totaling the equivalent of $1.1 billion and $64.5 million at September 30, 2023 and December 31, 2022, respectively.
ALBEMARLE CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
We also enter into foreign currency forward contracts in connection with our risk management strategies that have not been designated as hedging instruments under ASC 815, Derivatives and Hedging, in an attempt to minimize the financial impact of changes in foreign currency exchange rates. These derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. The fair values of our non-designated foreign currency forward contracts are estimated based on current settlement values. At September 30, 2023 and December 31, 2022, we had outstanding non-designated foreign currency forward contracts with notional values totaling $7.6 billion and $2.8 billion, respectively, hedging our exposure to various currencies including the Chinese Renminbi, Euro, Australian Dollar, Chilean Peso and Japanese Yen.
The following table summarizes the fair value of our foreign currency forward contracts included in the consolidated balance sheets as of September 30, 2023 and December 31, 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
| Assets | | Liabilities | | Assets | | Liabilities |
Designated as hedging instruments | | | | | | | |
| | | | | | | |
| | | | | | | |
Accrued expenses | $ | — | | | $ | 9,694 | | | $ | — | | | $ | 3,159 | |
Other noncurrent liabilities | — | | | 25,660 | | | — | | | — | |
Total designated as hedging instruments | — | | | |