CSTE Caesarstone Ltd

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

______________________

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of November 2023

 

Commission File Number: 001-35464

 

(Translation of registrant’s name into English)

 

Kibbutz Sdot Yam

MP Menashe

Israel 3780400

 (Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒      Form 40-F ☐

 

EXPLANATORY NOTE

 

On November 8, 2023, Caesarstone Ltd. (the “Registrant”) issued a press release titled “Caesarstone Reports Third Quarter 2023 Financial Results”, a copy of which is furnished as Exhibit 99.1 herewith. The GAAP financial information included in consolidated balance sheets, consolidated statements of income and condensed consolidated statements of cash flows contained in the press release attached as Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference into the Registrant’s Registration Statements on Form S-8 (Files Nos. 333-180313, 333-210444 and 333-251642).  A copy of the Registrant’s updated investor presentation can be accessed at ir.caesarstone.com. The information in the investor presentation is not incorporated by reference into the Registrant’s Registration Statements.

EXHIBIT INDEX

 

 

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Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “goals," “intend,” “seek,” “anticipate,” “believe,” “could,” “continue,” “expect,” “estimate,” “may,” “plan,” “outlook,” “future” and “project” and other similar expressions that predict, project or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include statements regarding the Company’s sustainability goals and plans, intentions, expectations, assumptions, goals and beliefs regarding the Company’s business and sustainability vision. These forward-looking statements also may relate to the Company's plans, objectives and expectations for future operations, including the potential duration and impact of the current war in Israel on our business and operations located in Israel as well as the effects on our global operations, estimations relating to the restructuring plan, the closure of the Sdot Yam Facility, the estimated closure costs and the estimated potential savings relating to the facility closure, the ability to sublease all or part of the facility covered by the long-term non-cancellable lease agreement, the impact of the COVID-19 pandemic and mitigation measures in connection thereto, and expectations of the results of the Company’s business optimization initiatives. These forward-looking statements are based upon management's current estimates and projections of future results or trends. Actual results may differ materially from those projected as a result of certain risks and uncertainties, both known or unknown. These factors include, but are not limited to: the implementation of the proposed restructuring plan, the closure of the Sdot Yam Facility, the estimated closure costs and ability to realize potential savings relating to the closure, the ability to sublease all or part of the facility covered by the long-term non-cancellable lease agreement, the impact of the COVID-19 pandemic on end-consumers, the effects of global economy and geo-politics on the Company’s business and operations; managing constraints in the global supply chain, raw material shortages, increased prices and effects of challenges in global shipping and transportation; Company’s ability to pass all or some of these increases to its customers;  the strength of the home renovation and construction sectors; intense competitive pressures; disruptions to our information technology systems globally, including by deliberate cyber-attacks; the degree of the Company’s ability to develop, produce and deliver high quality and safe products; fluctuations in currency exchange rates against the U.S. Dollar; Company’s ability to raise funds to finance our current and future capital needs; Company’s ability to build-out and expand into certain markets and successfully integrate our acquisitions; the Company’s ability to effective manage its relationship with key suppliers; the outcome of silicosis and other bodily injury claims; regulatory requirements relating to hazards associated with our operations and products; efficiently manufacturing our products and managing changes in production and supply chain; economic conditions within any of our key existing markets; the success of our expansion efforts in the United States; the extent of the Company’s ability to meet its ESG goals and targets, management of GHG and other emissions; the impacts of conditions in Israel, such as negative economic, labor or geopolitical events; the unpredictability of seasonal fluctuations in revenues; disturbances to the Company’s operations or the operations of its suppliers, distributors, customers or other third parties and other factors, risks and uncertainties discussed under the sections "Risk Factors" and “Special Note Regarding Forward-Looking Statements and Risk Factor Summary” in our most recent annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2023, and in other documents filed by Caesarstone with the SEC, which are available free of charge at www.sec.gov. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Caesarstone Ltd. and its subsidiaries

  Condensed consolidated statements of income (loss)

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		Three months ended September 30,								Nine months ended September 30,
U.S. dollars in thousands (except per share data)		2023				2022				2023				2022
		(Unaudited)								(Unaudited)
Revenues		$	142,394			$	180,727			$	436,706			$	531,437
Cost of revenues			115,205				139,110				368,047				399,123
Gross profit			27,189				41,617				68,659				132,314
Operating expenses:
Research and development			1,242				853				3,837				2,947
Sales and Marketing			20,398				23,821				62,458				72,080
General and administrative			12,144				13,187				39,322				39,735
Restructuring and Impairment expenses (income) related to long lived assets (**)			(3,349	)			-				20,224				-
Legal settlements and loss contingencies, net			(1,259	)			601				(2,346	)			1,059
Total operating expenses			29,176				38,462				123,495				115,821
Operating income (loss)			(1,987	)			3,155				(54,836	)			16,493
Finance expenses (income), net			(1,292	)			4,307				(4,816	)			(3,486	)
Income (loss) before taxes			(695	)			(1,152	)			(50,020	)			19,979
Tax expenses (income), net			83				(788	)			7,332				2,457
Net income (loss)		$	(778	)		$	(364	)		$	(57,352	)		$	17,522
Net loss (income) attributable to non-controlling interest			(109	)			(99	)			217				(610	)
Net income (loss) attributable to controlling interest		$	(887	)		$	(463	)		$	(57,135	)		$	16,912
Basic net income (loss) per ordinary share (*)		$	(0.03	)		$	(0.02	)		$	(1.67	)		$	0.49
Diluted net income (loss) per ordinary share (*)		$	(0.03	)		$	(0.02	)		$	(1.67	)		$	0.48
Weighted average number of ordinary shares used in computing basic income (loss) per ordinary share			34,522,015				34,493,599				34,515,291				34,485,587
Weighted average number of ordinary shares used in computing diluted income (loss) per ordinary share			34,522,015				34,493,599				34,515,291				34,543,319

Caesarstone Ltd. and its subsidiaries Selected Condensed consolidated statements of cash flows

		Three months ended September 30,								Nine months ended September 30,
U.S. dollars in thousands		2023				2022				2023				2022
		(Unaudited)								(Unaudited)
Reconciliation of Gross profit to Adjusted Gross profit:
Gross profit		$	27,189			$	41,617			$	68,659			$	132,314
Share-based compensation expense (a)			16				79				153				228
Amortization of assets related to acquisitions			71				80				215				234
Residual operating expenses related to Sdot-Yam after closing			1,011				-				2,795				-
Other non recuring items			(152	)			-				(152	)			-
Adjusted Gross profit (Non-GAAP)		$	28,135			$	41,775			$	71,670			$	132,776