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Generac Reports Fourth Quarter and Full-Year 2023 Results

GNRC, WBX

Continued strong margin expansion and all-time record free cash flow generation in the fourth quarter; 2024 outlook anticipates a return to net sales growth led by Residential products

WAUKESHA, Wis., Feb. 14, 2024 (GLOBE NEWSWIRE) -- Generac Holdings Inc. (NYSE: GNRC) (“Generac” or the “Company”), a leading global designer and manufacturer of energy technology solutions and other power products, today reported financial results for its fourth quarter and full-year ended December 31, 2023 and initiated its outlook for the full-year 2024.

Fourth Quarter 2023 Highlights

  • Net sales increased 1% to $1.06 billion during the fourth quarter of 2023 as compared to $1.05 billion in the prior-year fourth quarter. Core sales, which excludes both the impact of acquisitions and foreign currency, were approximately flat from the prior year period.
    • Residential product sales increased 1% to $580 million as compared to $575 million last year.
    • Commercial & Industrial (“C&I”) product sales increased slightly to $363 million as compared to $361 million in the prior year.
  • Net income attributable to the Company during the fourth quarter was $97 million, or $1.57 per share, as compared to $71 million, or $0.83 per share, for the same period of 2022.
  • Adjusted net income attributable to the Company, as defined in the accompanying reconciliation schedules, was $126 million, or $2.07 per share, as compared to $113 million, or $1.78 per share, in the fourth quarter of 2022.
  • Adjusted EBITDA before deducting for noncontrolling interests, as defined in the accompanying reconciliation schedules, was $213 million, or 20.0% of net sales, as compared to $174 million, or 16.6% of net sales, in the prior year.
  • Cash flow from operations was a record $317 million as compared to $101 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was a record $266 million as compared to $80 million for 2022.
  • The Company repurchased approximately 1.3 million shares of its common stock during the fourth quarter for approximately $151 million. Additionally, on February 12, 2024, the Company’s Board of Directors approved a new stock repurchase program that allows for the repurchase of up to $500 million of the Company’s common stock over the next 24 months, replacing the remaining balance on the previous program.
  • On December 13th, the Company completed a $30 million minority investment in Wallbox (NYSE: WBX), a global leader in smart electric vehicle (EV) charging and energy management solutions.
  • The Company is initiating its full-year 2024 net sales growth guidance to be approximately 3 to 7% as compared to the prior year on an as-reported basis, which includes a slight favorable impact from foreign currency. Adjusted EBITDA margin, before deducting for non-controlling interests, is expected to be approximately 16.5 to 17.5%.

Full-Year 2023 Highlights

  • Net sales declined 12% to $4.02 billion during 2023 as compared to $4.56 billion in 2022. Core sales, which excludes both the impact of acquisitions and foreign currency, decreased approximately 14%.
    • Residential product sales declined 29% to $2.06 billion as compared to $2.91 billion last year.
    • C&I product sales grew 19% to $1.49 billion as compared to $1.26 billion in the prior year.
  • Net income attributable to the Company during 2023 was $215 million, or $3.27 per share, as compared to $400 million, or $5.42 per share for 2022.
  • Adjusted net income attributable to the Company, as defined in the accompanying reconciliation schedules, was $335 million, or $5.40 per share, as compared to $539 million, or $8.33 per share, in 2022.
  • Adjusted EBITDA before deducting for noncontrolling interests, as defined in the accompanying reconciliation schedules, for 2023 was $638 million, or 15.9% of net sales, as compared to $825 million, or 18.1% of net sales, last year.
  • Cash flow from operations was a record $522 million as compared to $59 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was $396 million as compared to $(24) million for 2022.
  • The Company repurchased approximately 2.2 million shares of its common stock during 2023 for approximately $252 million.

“Our fourth quarter results demonstrate continued improvement in operating performance resulting in strong margin expansion and cash flow generation as we exited the year,” said Aaron Jagdfeld, President and Chief Executive Officer. “Despite fewer power outages in the fourth quarter, home standby generator shipments returned to year-over-year growth, and activations reached a quarterly record. Global C&I product sales were approximately flat as compared to the prior year with telecom and rental markets experiencing cyclical declines. Additionally, we generated record cash flow in the quarter which allowed us to enhance shareholder value through continued share repurchases and investments to accelerate our Powering A Smarter World enterprise strategy.”

Additional Fourth Quarter 2023 Consolidated Highlights

Gross profit margin was 36.5% as compared to 32.7% in the prior-year fourth quarter. The increase in gross margin was primarily driven by favorable product mix, production efficiencies, and lower raw material and logistics costs.

Operating expenses increased $1.8 million, or 0.8%, as compared to the fourth quarter of 2022. The increase in operating expenses was primarily driven by increased employee and marketing costs.

Provision for income taxes for the current year quarter was $30.0 million, or an effective tax rate of 23.7%, as compared to $13.6 million, or a 15.5% effective tax rate, for the prior year. The increase in effective tax rate was primarily driven by discrete tax benefits in the prior year quarter that did not repeat in the current year.

Cash flow from operations was $316.9 million during the fourth quarter, as compared to $100.9 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was $266.4 million as compared to $80.3 million in the fourth quarter of 2022. The significant improvement in free cash flow was primarily due to a $144 million reduction in inventory during the quarter, together with higher operating earnings. This increase was partially offset by higher capital expenditures during the quarter.

Business Segment Results

Domestic Segment

Domestic segment total sales (including inter-segment sales) increased 1% to $891.0 million as compared to $880.6 million in the prior year. The slight increase in domestic sales was driven primarily by higher home standby generator shipments, as well as an increase in C&I product shipments to industrial distributors and direct customers for “beyond standby” applications. This growth was partially offset by lower portable generator sales and a decline in C&I product shipments to telecom and national rental equipment customers.

Adjusted EBITDA for the segment was $192.2 million, or 21.6% of domestic segment total sales, as compared to $144.1 million in the prior year, or 16.4% of total sales. This margin improvement was primarily driven by favorable sales mix and lower input costs.

International Segment

International segment total sales (including inter-segment sales) decreased 13% to $190.1 million as compared to $219.2 million in the prior year quarter, including an approximate 7% sales growth contribution from foreign currency and acquisitions. The approximately 20% core total sales decline for the segment was primarily driven by lower inter-segment sales related to softness in the telecom market and lower portable generator shipments in Europe.

Adjusted EBITDA for the segment, before deducting for noncontrolling interests, was $20.4 million, or 10.7% of international segment total sales, as compared to $29.5 million, or 13.5% of total sales, in the prior year. This margin decline was primarily driven by unfavorable sales mix and reduced operating leverage on lower shipments.

2024 Outlook

The Company is initiating guidance for full-year 2024 that anticipates a return to net sales growth as compared to the prior year. This growth is expected to be driven primarily by residential product sales growth in the mid-teens range, led by shipments of home standby generators and residential energy technology products. Partially offsetting this projected strength, C&I product sales are expected to decline at a rate of approximately 10%, primarily due to weakness with certain direct telecom, rental, and “beyond standby” customers. As a result of these factors, full-year net sales are expected to increase between 3 to 7% as compared to the prior year, which includes a slight favorable impact from foreign currency.

Additionally, the Company expects net income margin, before deducting for non-controlling interests, to be approximately 6.5 to 7.5% for the full-year 2024. The corresponding adjusted EBITDA margin is expected to be approximately 16.5 to 17.5%.

The Company expects to maintain strong levels of operating and free cash flow generation for the full year, with free cash flow conversion from adjusted net income expected to be approximately 100%.

Mr. Jagdfeld concluded, “In 2024, we expect to return to consolidated sales growth and year-over-year margin expansion for the full year period while also continuing to invest for future growth. Importantly, the mega-trends that support these expectations as well as our robust long-term growth outlook remain firmly intact. As reliance on electricity continues to increase and supply-demand imbalances remain a challenge for grid operators, we will continue to execute our strategic plan to lead the evolution to more resilient, efficient, and sustainable energy solutions.”

Conference Call and Webcast

Generac management will hold a conference call at 10:00 a.m. EST on Wednesday, February 14, 2024 to discuss fourth quarter and full-year 2023 operating results. The conference call can be accessed at the following link: https://register.vevent.com/register/BIedddb843f9564021bf0d57eb7e31888f. Individuals that wish to listen via telephone will be given dial-in information.

The conference call will also be webcast simultaneously on Generac's website (http://www.generac.com), accessed under the Investor Relations link. The webcast link will be made available on the Company’s website prior to the start of the call within the Events section of the Investor Relations website.

Following the live webcast, a replay will be available on the Company’s website for 12 months.

About Generac

Generac is a leading energy technology company that provides backup and prime power products and energy storage systems for home and commercial & industrial applications, energy monitoring & management devices and services, and other engine & battery powered tools and equipment. Founded in 1959, Generac introduced the first affordable backup generator and later created the category of automatic home standby generator. The Company has continued to expand its energy technology offerings in its mission to lead the evolution to more resilient, efficient, and sustainable energy solutions.

Forward-looking Information

Certain statements contained in this news release, as well as other information provided from time to time by Generac Holdings Inc. or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements give Generac's current expectations and projections relating to the Company's financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "forecast," "project," "plan," "intend," "believe," "confident," "may," "should," "can have," "likely," "future," “optimistic” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

Any such forward-looking statements are not guarantees of performance or results, and involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although Generac believes any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Generac's actual financial results and cause them to differ materially from those anticipated in any forward-looking statements, including:

  • frequency and duration of power outages impacting demand for our products;
  • fluctuations in cost and quality of raw materials required to manufacture our products;
  • availability of both labor and key components from our manufacturing operations and global supply chain, including single-sourced components and contract manufacturers, needed in producing our products;
  • the possibility that the expected synergies, efficiencies and cost savings of our acquisitions will not be realized, or will not be realized within the expected time period;
  • the risk that our acquisitions will not be integrated successfully;
  • the impact on our results of possible fluctuations in interest rates, foreign currency exchange rates, commodities, product mix, logistics costs and regulatory tariffs;
  • difficulties we may encounter as our business expands globally or into new markets;
  • our dependence on our distribution network;
  • our ability to remain competitive by investing in, developing or adapting to changing technologies and manufacturing techniques, as well as protecting our intellectual property rights;
  • loss of our key management and employees;
  • increase in product and other liability claims or recalls;
  • failures or security breaches of our networks, information technology systems, or connected products;
  • changes in laws and regulations regarding environmental, health and safety, product compliance, or international trade that affect our products, operations, or customer demand;
  • significant legal proceedings, claims, lawsuits or government investigations; and
  • changes in durable goods spending by consumers and businesses or other macroeconomic conditions, impacting demand for our products.

Should one or more of these risks or uncertainties materialize, Generac's actual results may vary in material respects from those projected in any forward-looking statements. In the current environment, some of the above factors have materialized and may cause actual results to vary from these forward-looking statements. A detailed discussion of these and other factors that may affect future results is contained in Generac's filings with the U.S. Securities and Exchange Commission (“SEC”), particularly in the Risk Factors section of the 2022 Annual Report on Form 10-K and in its periodic reports on Form 10-Q. Stockholders, potential investors and other readers should consider these factors carefully in evaluating the forward-looking statements.

Any forward-looking statement made by Generac in this press release speaks only as of the date on which it is made. Generac undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Non-GAAP Financial Metrics

Core Sales

The Company references core sales to further supplement Generac's condensed consolidated financial statements presented in accordance with U.S. GAAP. Core sales excludes the impact of acquisitions and fluctuations in foreign currency translation. Management believes that core sales facilitates easier and more meaningful comparison of net sales performance with prior and future periods.

Adjusted EBITDA

To supplement our condensed consolidated financial statements presented in accordance with U.S. GAAP, the Company provides the computation of Adjusted EBITDA attributable to the Company, which is defined as net income before noncontrolling interest adjusted for the following items: interest expense, depreciation expense, amortization of intangible assets, income tax expense, certain non-cash gains and losses including purchase accounting and contingent consideration adjustments, share-based compensation expense, losses on extinguishment of debt, certain transaction costs and credit facility fees, business optimization expenses, certain specific provisions, and adjusted EBITDA attributable to noncontrolling interests, as set forth in the reconciliation table below.

Adjusted Net Income

To further supplement Generac's condensed consolidated financial statements presented in accordance with U.S. GAAP, the Company provides a summary to show the computation of adjusted net income attributable to the Company. Adjusted net income attributable to the Company is defined as net income before noncontrolling interests adjusted for the following items: amortization of intangible assets, amortization of deferred financing costs and original issue discount related to the Company's debt, intangible impairment charges, certain transaction costs and other purchase accounting adjustments, losses on extinguishment of debt, business optimization and other charges, certain specific provisions, certain other non-cash gains and losses, and adjusted net income attributable to non-controlling interests.

Free Cash Flow

In addition, we reference free cash flow to further supplement Generac's condensed consolidated financial statements presented in accordance with U.S. GAAP. Free cash flow is defined as net cash provided by operating activities, plus proceeds from beneficial interests in securitization transactions, less expenditures for property and equipment, and is intended to be a measure of operational cash flow taking into account additional capital expenditure investment into the business.

The presentation of this additional information is not meant to be considered in isolation of, or as a substitute for, results prepared in accordance with U.S. GAAP. Please see the accompanying Reconciliation Schedules and our SEC filings for additional discussion of the basis for Generac's reporting of Non-GAAP financial measures, which includes why the Company believes these measures provide useful information to investors and the additional purposes for which management uses the non-GAAP financial information.

SOURCE: Generac Holdings Inc.

CONTACT:
Kris Rosemann
Senior Manager – Corporate Development & Investor Relations
(262) 506-6064
InvestorRelations@generac.com



Generac Holdings Inc.
Consolidated Statements of Comprehensive Income
(U.S. Dollars in Thousands, Except Share and Per Share Data)
(Unaudited)
Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
Net sales $ 1,063,670 $ 1,049,232 $ 4,022,667 $ 4,564,737
Costs of goods sold 674,946 706,065 2,657,236 3,042,733
Gross profit 388,724 343,167 1,365,431 1,522,004
Operating expenses:
Selling and service 113,839 107,570 448,199 496,260
Research and development 44,369 38,446 173,443 159,774
General and administrative 54,288 64,284 253,396 196,320
Amortization of intangibles 25,260 25,639 104,194 103,320
Total operating expenses 237,756 235,939 979,232 955,674
Income from operations 150,968 107,228 386,199 566,330
Other (expense) income:
Interest expense (24,765 ) (19,523 ) (97,627 ) (54,826 )
Investment income 1,483 509 4,272 1,129
Loss on extinguishment of debt (3,743 )
Other, net (880 ) (755 ) (2,544 ) (424 )
Total other expense, net (24,162 ) (19,769 ) (95,899 ) (57,864 )
Income before provision for income taxes 126,806 87,459 290,300 508,466
Provision for income taxes 29,996 13,568 73,180 99,596
Net income 96,810 73,891 217,120 408,870
Net income attributable to noncontrolling interests 209 2,876 2,514 9,368
Net income attributable to Generac Holdings Inc. $ 96,601 $ 71,015 $ 214,606 $ 399,502
Other comprehensive income (loss):
Foreign currency translation adjustment 36,784 56,424 57,963 (48,841 )
Net unrealized (loss) gain on derivatives (10,313 ) (1,120 ) (8,004 ) 38,494
Other comprehensive income (loss) 26,471 55,304 49,959 (10,347 )
Total comprehensive income 123,281 129,195 267,079 398,523
Comprehensive income attributable to noncontrolling interests 246 6,764 2,581 11,179
Comprehensive income attributable to Generac Holdings Inc. $ 123,035 $ 122,431 $ 264,498 $ 387,344
Net income attributable to common shareholders per common share - basic: $ 1.59 $ 0.84 $ 3.31 $ 5.55
Weighted average common shares outstanding - basic: 60,391,678 62,370,769 61,265,060 63,117,007
Net income attributable to common shareholders per common share - diluted: $ 1.57 $ 0.83 $ 3.27 $ 5.42
Weighted average common shares outstanding - diluted: 61,038,694 63,583,384 62,058,387 64,681,357


Generac Holdings Inc.
Consolidated Balance Sheets
(U.S. Dollars in Thousands, Except Share and Per Share Data)
(Unaudited)
December 31, December 31,
2023 2022
Assets
Current assets:
Cash and cash equivalents $ 200,994 $ 132,723
Accounts receivable, less allowance for credit losses of $33,925 and $27,664 at December 31, 2023 and 2022, respectively 537,316 522,458
Inventories 1,167,484 1,405,384
Prepaid expenses and other assets 91,898 121,783
Total current assets 1,997,692 2,182,348
Property and equipment, net 598,577 467,604
Customer lists, net 184,513 206,987
Patents and technology, net 417,441 454,757
Other intangible assets, net 27,127 41,719
Tradenames, net 216,995 227,251
Goodwill 1,432,384 1,400,880
Deferred income taxes 15,532 12,746
Operating lease and other assets 203,051 175,170
Total assets $ 5,093,312 $ 5,169,462
Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings $ 81,769 $ 48,990
Accounts payable 340,719 446,050
Accrued wages and employee benefits 54,970 45,741
Accrued product warranty 65,298 89,141
Other accrued liabilities 292,120 349,389
Current portion of long-term borrowings and finance lease obligations 45,895 12,733
Total current liabilities 880,771 992,044
Long-term borrowings and finance lease obligations 1,447,553 1,369,085
Deferred income taxes 90,012 125,691
Deferred revenue 167,008 143,726
Operating lease and other long-term liabilities 158,349 169,190
Total liabilities 2,743,693 2,799,736
Redeemable noncontrolling interest 6,549 110,471
Stockholders’ equity:
Common stock, par value $0.01, 500,000,000 shares authorized, 73,195,055 and 72,701,257 shares issued at December 31, 2023 and 2022, respectively 733 728
Additional paid-in capital 1,070,386 1,016,138
Treasury stock, at cost, 13,057,298 and 11,284,350 shares at December 31, 2023 and 2022, respectively (1,032,921 ) (808,491 )
Excess purchase price over predecessor basis (202,116 ) (202,116 )
Retained earnings 2,519,313 2,316,224
Accumulated other comprehensive loss (15,143 ) (65,102 )
Stockholders’ equity attributable to Generac Holdings Inc. 2,340,252 2,257,381
Noncontrolling interests 2,818 1,874
Total stockholders’ equity 2,343,070 2,259,255
Total liabilities and stockholders’ equity $ 5,093,312 $ 5,169,462


Generac Holdings Inc.
Consolidated Statements of Cash Flows
(U.S. Dollars in Thousands)
(Unaudited)
Year Ended December 31,
2023 2022
Operating activities
Net income $ 217,120 $ 408,870
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 62,408 52,821
Amortization of intangible assets 104,194 103,320
Amortization of original issue discount and deferred financing costs 3,885 3,234
Loss on extinguishment of debt - 3,743
Deferred income taxes (34,478 ) (95,465 )
Share-based compensation expense 35,492 29,481
Gain on disposal of assets (285 ) (592 )
Other noncash charges 5,922 18,339
Net changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (18,272 ) 6,547
Inventories 262,670 (319,274 )
Other assets 24,266 4,766
Accounts payable (120,900 ) (223,031 )
Accrued wages and employee benefits 7,962 (27,369 )
Other accrued liabilities (27,337 ) 110,036
Excess tax benefits from equity awards (977 ) (16,910 )
Net cash provided by operating activities 521,670 58,516
Investing activities
Proceeds from sale of property and equipment 2,896 2,077
Proceeds from sale of investment - 1,308
Proceeds from beneficial interest in securitization transactions 3,294 3,566
Contribution to equity method investment (6,627 ) (14,930 )
Expenditures for property and equipment (129,060 ) (86,188 )
Purchase of long-term investment (32,592 ) (15,000 )
Acquisition of businesses, net of cash acquired (15,974 ) (25,065 )
Net cash used in investing activities (178,063 ) (134,232 )
Financing activities
Proceeds from short-term borrowings 64,257 248,209
Proceeds from long-term borrowings 348,827 1,026,284
Repayments of short-term borrowings (37,104 ) (268,133 )
Repayments of long-term borrowings and finance lease obligations (288,699 ) (542,191 )
Stock repurchases (251,513 ) (345,840 )
Payment of contingent acquisition consideration (4,979 ) (16,135 )
Payment of debt issuance costs - (10,330 )
Purchase of additional ownership interest (104,844 ) (375 )
Cash dividends paid to noncontrolling interest of subsidiary - (309 )
Taxes paid related to equity awards (10,897 ) (40,923 )
Proceeds from the exercise of stock options 7,815 13,786
Net cash (used in) provided by financing activities (277,137 ) 64,043
Effect of exchange rate changes on cash and cash equivalents 1,801 (2,943 )
Net increase (decrease) in cash and cash equivalents 68,271 (14,616 )
Cash and cash equivalents at beginning of period 132,723 147,339
Cash and cash equivalents at end of period $ 200,994 $ 132,723
Supplemental disclosure of cash flow information
Cash paid during the period
Interest $ 77,989 $ 48,912
Income taxes 100,082 150,893


Generac Holdings Inc.
Segment Reporting and Product Class Information
(U.S. Dollars in Thousands)
(Unaudited)
Total Sales by Reportable Segment
Three Months Ended December 31, 2023 Three Months Ended December 31, 2022
External Net Sales Intersegment
Sales
Total Sales External Net Sales Intersegment
Sales
Total Sales
Domestic $ 881,033 $ 9,977 $ 891,010 $ 864,629 $ 15,989 $ 880,618
International 182,637 7,474 190,111 184,603 34,624 219,227
Intercompany elimination - (17,451 ) (17,451 ) - (50,613 ) (50,613 )
Total net sales $ 1,063,670 $ - $ 1,063,670 $ 1,049,232 $ - $ 1,049,232
Total Sales by Reportable Segment
Year Ended December 31, 2023 Year Ended December 31, 2022
External Net Sales Intersegment
Sales
Total Sales External Net Sales Intersegment
Sales
Total Sales
Domestic $ 3,276,324 $ 43,937 $ 3,320,261 $ 3,867,866 $ 60,731 $ 3,928,597
International 746,343 91,552 837,895 696,871 93,699 790,570
Intercompany elimination - (135,489 ) (135,489 ) - (154,430 ) (154,430 )
Total net sales $ 4,022,667 $ - $ 4,022,667 $ 4,564,737 $ - $ 4,564,737
External Net Sales by Product Class
Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
Residential products $ 580,391 $ 574,799 $ 2,062,929 $ 2,911,871
Commercial & industrial products 362,923 361,473 1,494,799 1,260,737
Other 120,356 112,960 464,939 392,129
Total net sales $ 1,063,670 $ 1,049,232 $ 4,022,667 $ 4,564,737
Adjusted EBITDA by Reportable Segment
Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
Domestic $ 192,203 $ 144,143 $ 523,337 $ 716,302
International 20,434 29,533 114,522 109,065
Total adjusted EBITDA (1) $ 212,637 $ 173,676 $ 637,859 $ 825,367
(1) See reconciliation of Adjusted EBITDA to Net income attributable to Generac Holdings Inc. on the following reconciliation schedule.


Generac Holdings Inc.
Reconciliation Schedules
(U.S. Dollars in Thousands, Except Share and Per Share Data)
(Unaudited)
Net income to Adjusted EBITDA reconciliation
Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
Net income attributable to Generac Holdings Inc. $ 96,601 $ 71,015 $ 214,606 $ 399,502
Net income attributable to noncontrolling interests 209 2,876 2,514 9,368
Net income 96,810 73,891 217,120 408,870
Interest expense 24,765 19,523 97,627 54,826
Depreciation and amortization 42,453 39,417 166,602 156,141
Provision for income taxes 29,996 13,568 73,180 99,596
Non-cash write-down and other adjustments (1) (696 ) 7,934 (5,953 ) (2,091 )
Non-cash share-based compensation expense (2) 5,186 6,058 35,492 29,481
Loss on extinguishment of debt (3) - - - 3,743
Transaction costs and credit facility fees (4) 893 1,195 4,054 5,026
Business optimization and other charges (5) 2,400 1,000 10,551 4,371
Provision for legal, regulatory, and clean energy product charges (6) 10,577 10,000 38,490 65,265
Other 253 1,090 696 139
Adjusted EBITDA 212,637 173,676 637,859 825,367
Adjusted EBITDA attributable to noncontrolling interests 541 4,288 4,687 15,087
Adjusted EBITDA attributable to Generac Holdings Inc. $ 212,096 $ 169,388 $ 633,172 $ 810,280
(1) Includes gains/losses on the disposition of assets other than in the ordinary course of business, gains/losses on sales of certain investments, unrealized mark-to-market adjustments on commodity contracts, certain foreign currency related adjustments, and certain purchase accounting and contingent consideration adjustments. A full description of these and the other reconciliation adjustments contained in these schedules is included in Generac's SEC filings.
(2) Represents share-based compensation expense to account for stock options, restricted stock and other stock awards over their respective vesting periods.
(3) Represents the write-off of original issue discount and capitalized debt issuance costs due to voluntary debt prepayment.
(4) Represents transaction costs incurred directly in connection with any investment, as defined in our credit agreement, equity issuance or debt issuance or refinancing, together with certain fees relating to our senior secured credit facilities.
(5) Represents severance and other restructuring charges related to the consolidation of certain operating facilities and organizational functions.
(6) Represents the following significant and unusual charges not indicative of our ongoing operations:
• a provision for judgements and legal expenses related to certain patent and securities lawsuits - $6.2 million in the fourth quarter of 2023; $28.3 million in the full year 2023.
• a provision for a matter with the Consumer Product Safety Commission ("CPSC") concerning the imposition of civil fines for allegedly failing to timely submit a report under the Consumer Product Safety Act ("CPSA") in relation to certain portable generators that were subject to a voluntary recall previously announced on July 29, 2021 - $5.8 million in the first quarter of 2023; $10.0 million in the fourth quarter of 2022.
• a bad debt provision and additional customer support costs related to a clean energy product customer that filed for bankruptcy in 2022 – $4.4 million additional customer support costs in the fourth quarter of 2023; $17.9 million bad debt provision in the third quarter of 2022.
• a warranty provision to address certain clean energy product warranty-related matters - $37.3 million in the third quarter of 2022.
Net income to Adjusted net income reconciliation
Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
Net income attributable to Generac Holdings Inc. $ 96,601 $ 71,015 $ 214,606 $ 399,502
Net income attributable to noncontrolling interests 209 2,876 2,514 9,368
Net income 96,810 73,891 217,120 408,870
Amortization of intangible assets 25,260 25,639 104,194 103,320
Amortization of deferred finance costs and original issue discount 983 973 3,885 3,234
Loss on extinguishment of debt (3) - - 3,743
Transaction costs and other purchase accounting adjustments (7) 346 11,239 2,089 3,588
(Gain)/loss attributable to business or asset dispositions (8) - (119 ) (229 )
Business optimization and other charges (5) 2,400 1,000 10,551 4,371
Provision for legal, regulatory, and clean energy product charges (6) 10,577 10,000 38,490 65,265
Tax effect of add backs (9,908 ) (7,038 ) (38,384 ) (43,638 )
Adjusted net income 126,468 115,704 337,826 548,524
Adjusted net income (loss) attributable to noncontrolling interests 209 2,476 2,514 9,675
Adjusted net income attributable to Generac Holdings Inc. $ 126,259 $ 113,228 $ 335,312 $ 538,849
Adjusted net income attributable to Generac Holdings Inc. per
common share - diluted: $ 2.07 $ 1.78 $ 5.40 $ 8.33
Weighted average common shares outstanding - diluted: 61,038,694 63,583,384 62,058,387 64,681,357
(7) Represents transaction costs incurred directly in connection with any investment, as defined in our credit agreement, equity issuance or debt issuance or refinancing, and certain purchase accounting and contingent consideration adjustments.
(8) Represents gains and losses attributable to the disposition of a business or assets occurring in other than ordinary course, as defined in our credit agreement.
Free Cash Flow Reconciliation
Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
Net cash provided by operating activities $ 316,946 $ 100,868 $ 521,670 $ 58,516
Proceeds from beneficial interests in securitization transactions 761 821 3,294 3,566
Expenditures for property and equipment (51,342 ) (21,355 ) (129,060 ) (86,188 )
Free cash flow $ 266,365 $ 80,334 $ 395,904 $ (24,106 )

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