Document and entity information
Document and entity information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 20, 2021 | |
Document Information [Line Items] | ||
Amendment flag | false | |
Document quarterly report | true | |
Document transition report | false | |
Entity file number | 001-38912 | |
Entity Registrant Name | Avantor, Inc. | |
Entity incorporation state or country code | DE | |
Entity tax identification number | 82-2758923 | |
Entity Address, Address Line One | Radnor Corporate Center, Building One, Suite 200 | |
Entity Address, Address Line Two | 100 Matsonford Road | |
Entity Address, City or Town | Radnor | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19087 | |
Entity central index key | 0001722482 | |
Current fiscal year end date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document fiscal year focus | 2021 | |
Document fiscal period focus | Q3 | |
Entity common stock, shares outstanding | 609,452,726 | |
Local Phone Number | 386-1700 | |
City Area Code | 610 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | AVTR | |
Security Exchange Name | NYSE | |
Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.250% Series A Mandatory Convertible Preferred Stock, $0.01 par value | |
Trading Symbol | AVTR PRA | |
Security Exchange Name | NYSE |
Unaudited condensed consolidate
Unaudited condensed consolidated balance sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 1,426.1 | $ 286.6 |
Accounts receivable, net of allowances of $26.3 and $26.2 | 1,184.7 | 1,113.3 |
Inventory | 844 | 739.6 |
Other current assets | 109.8 | 91.4 |
Total current assets | 3,564.6 | 2,230.9 |
Property, plant and equipment, net of accumulated depreciation of $429.3 and $388.3 | 682.7 | 549.9 |
Other intangible assets, net (see note 8) | 4,205.6 | 4,048.8 |
Goodwill | 3,506.3 | 2,860.2 |
Other assets | 240 | 216.7 |
Total assets | 12,199.2 | 9,906.5 |
Liabilities and stockholders’ equity | ||
Current portion of debt | 37 | 26.4 |
Accounts payable | 698.8 | 678.9 |
Employee-related liabilities | 176.8 | 179.3 |
Accrued interest | 27 | 44.5 |
Other current liabilities | 380.5 | 313.6 |
Total current liabilities | 1,320.1 | 1,242.7 |
Debt, net of current portion | 5,549.8 | 4,867.5 |
Deferred income tax liabilities | 821.5 | 723.9 |
Other liabilities | 403 | 398.1 |
Total liabilities | 8,094.4 | 7,232.2 |
Commitments and contingencies (see note 9) | ||
MCPS including paid-in capital, 20.7 shares outstanding | 1,003.7 | 1,003.7 |
Common stock including paid-in capital, 609.4 and 580.1 shares outstanding | 2,749.3 | 1,737.6 |
Accumulated earnings (deficit) | 389.9 | (88.7) |
Accumulated other comprehensive (loss) income | (38.1) | 21.7 |
Total stockholders’ equity | 4,104.8 | 2,674.3 |
Total liabilities and stockholders’ equity | $ 12,199.2 | $ 9,906.5 |
Unaudited condensed consolida_2
Unaudited condensed consolidated balance sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowances on accounts receivable | $ 26.3 | $ 26.2 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 429.3 | $ 388.3 |
Preferred Stock, Shares Outstanding | 20.7 | 20.7 |
Common Stock, Shares, Outstanding | 609.4 | 580.1 |
Unaudited condensed consolida_3
Unaudited condensed consolidated statements of comprehensive income or loss - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 156.8 | $ (42.2) | $ 478.6 | $ 65 |
Other comprehensive (loss) income: | ||||
Foreign currency translation — unrealized (loss) gain | (38.2) | 55.1 | (55.2) | 31 |
Derivative instruments: | ||||
Unrealized gain (loss) | 0 | 0.3 | (2) | 2.6 |
Reclassification of loss (gain) into earnings | 0.9 | (0.7) | 3 | (1.5) |
Defined benefit plans: | ||||
Adjustments to defined benefit plans | 0.6 | (0.7) | 1 | (0.7) |
Other comprehensive (loss) income before income taxes | (36.7) | 54 | (53.2) | 31.4 |
Income tax effect | (2.8) | 0.1 | (6.6) | (0.2) |
Other comprehensive (loss) income | (39.5) | 54.1 | (59.8) | 31.2 |
Comprehensive income | $ 117.3 | $ 11.9 | $ 418.8 | $ 96.2 |
Unaudited condensed consolida_4
Unaudited condensed consolidated statements of stockholders' equity or deficit - shares - shares shares in Millions | Preferred Stock Including Additional Paid in Capital | Common Stock Including Additional Paid in Capital |
Beginning balance at Dec. 31, 2019 | 20.7 | 572.8 |
Stock option exercises and other common stock transactions | 5.2 | |
Ending balance at Sep. 30, 2020 | 20.7 | 578 |
Beginning balance at Jun. 30, 2020 | 20.7 | 576.3 |
Stock option exercises and other common stock transactions | 1.7 | |
Ending balance at Sep. 30, 2020 | 20.7 | 578 |
Beginning balance at Dec. 31, 2020 | 20.7 | 580.1 |
Stock option exercises and other common stock transactions | 5.5 | |
Ending balance at Sep. 30, 2021 | 20.7 | 609.4 |
Beginning balance at Jun. 30, 2021 | 20.7 | 583.7 |
Stock option exercises and other common stock transactions | 1.9 | |
Ending balance at Sep. 30, 2021 | 20.7 | 609.4 |
Unaudited condensed consolida_5
Unaudited condensed consolidated statements of stockholders' equity or deficit - amounts - USD ($) $ in Millions | Total | Cumulative effect adjustment | Preferred Stock Including Additional Paid in Capital | Common Stock Including Additional Paid in Capital | Accumulated deficit | Accumulated deficitCumulative effect adjustment | AOCI |
Beginning balance at Dec. 31, 2019 | $ 2,462.2 | $ (1.6) | $ 1,003.7 | $ 1,748.1 | $ (203.7) | $ (1.6) | $ (85.9) |
Comprehensive (loss) income | 96.2 | 65 | 31.2 | ||||
Stock-based compensation expense | 30.1 | 30.1 | |||||
Accumulation of yield on preferred stock | (48.4) | (48.4) | |||||
Stock option exercises and other common stock transactions | 13.8 | 13.8 | |||||
Ending balance at Sep. 30, 2020 | 2,552.3 | 1,003.7 | 1,743.6 | (140.3) | (54.7) | ||
Beginning balance at Jun. 30, 2020 | 2,540.8 | 1,003.7 | 1,744 | (98.1) | (108.8) | ||
Comprehensive (loss) income | 11.9 | (42.2) | 54.1 | ||||
Stock-based compensation expense | 10.6 | 10.6 | |||||
Accumulation of yield on preferred stock | (16.1) | (16.1) | |||||
Stock option exercises and other common stock transactions | 5.1 | 5.1 | |||||
Ending balance at Sep. 30, 2020 | 2,552.3 | 1,003.7 | 1,743.6 | (140.3) | (54.7) | ||
Beginning balance at Dec. 31, 2020 | 2,674.3 | 1,003.7 | 1,737.6 | (88.7) | 21.7 | ||
Comprehensive (loss) income | 418.8 | 478.6 | (59.8) | ||||
Stock-based compensation expense | 34.2 | 34.2 | |||||
Accumulation of yield on preferred stock | (48.4) | (48.4) | |||||
Stock option exercises and other common stock transactions | 58.9 | 58.9 | |||||
Ending balance at Sep. 30, 2021 | 4,104.8 | 1,003.7 | 2,749.3 | 389.9 | (38.1) | ||
Beginning balance at Jun. 30, 2021 | 2,985.9 | 1,003.7 | 1,747.7 | 233.1 | 1.4 | ||
Comprehensive (loss) income | 117.3 | 156.8 | (39.5) | ||||
Stock-based compensation expense | 11.9 | 11.9 | |||||
Accumulation of yield on preferred stock | (16.1) | (16.1) | |||||
Stock option exercises and other common stock transactions | 38.8 | 38.8 | |||||
Ending balance at Sep. 30, 2021 | $ 4,104.8 | $ 1,003.7 | $ 2,749.3 | $ 389.9 | $ (38.1) |
Unaudited condensed consolida_6
Unaudited condensed consolidated statements of cash flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 478.6 | $ 65 |
Reconciling adjustments: | ||
Depreciation and amortization | 275.1 | 293.4 |
Stock-based compensation expense | 37 | 31.4 |
Provision for accounts receivable and inventory | 33.5 | 54.9 |
Deferred income tax benefit | (24) | (90.7) |
Amortization of deferred financing costs | 11.7 | 19 |
Loss on extinguishment of debt | 8.4 | 226.4 |
Foreign currency remeasurement loss (gain) | 5.4 | (1.2) |
Changes in assets and liabilities: | ||
Accounts receivable | (66.5) | (50.6) |
Inventory | (117.8) | (56.9) |
Accounts payable | 1.9 | 67.8 |
Accrued interest | (17.5) | (10.7) |
Other assets and liabilities | 20.5 | 75.3 |
Other, net | 6.3 | 0.7 |
Net cash provided by operating activities | 652.6 | 623.8 |
Cash flows from investing activities: | ||
Capital expenditures | (71.1) | (41.4) |
Cash paid for acquisitions, net of cash acquired | (1,168.9) | 0 |
Other | 1.8 | 1.1 |
Net cash used in investing activities | (1,238.2) | (40.3) |
Cash flows from financing activities: | ||
Debt borrowings | 1,134.6 | 2,001.6 |
Debt repayments | (323.1) | (2,171.5) |
Payments of debt financing costs | (22.5) | (198) |
Proceeds from issuance of stock, net of issuance costs | 967 | 0 |
Payments of dividends on preferred stock | (48.4) | (48.4) |
Proceeds received from exercise of stock options | 76.4 | 13.8 |
Shares repurchased to satisfy employee tax obligations for vested stock-based awards | (25.8) | 0 |
Net cash provided by (used in) financing activities | 1,758.2 | (402.5) |
Effect of currency rate changes on cash | (10) | 2.8 |
Net change in cash and cash equivalents | 1,162.6 | 183.8 |
Cash, cash equivalents and restricted cash, beginning of period | 289.2 | 189.3 |
Cash, cash equivalents and restricted cash, end of period | $ 1,451.8 | $ 373.1 |
Unaudited condensed consolida_7
Unaudited condensed consolidated statements of operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,834.3 | $ 1,605 | $ 5,478.5 | $ 4,602.7 |
Cost of sales | 1,218.4 | 1,098.6 | 3,623.3 | 3,103.8 |
Gross profit | 615.9 | 506.4 | 1,855.2 | 1,498.9 |
Selling, general and administrative expenses | 378.7 | 329.2 | 1,097 | 996.7 |
Operating income | 237.2 | 177.2 | 758.2 | 502.2 |
Interest expense | (54.1) | (65.2) | (156.6) | (251.8) |
Loss on extinguishment of debt | 0 | (226.4) | (8.4) | (226.4) |
Other income, net | 3.4 | 6.6 | 19.8 | 11.6 |
Income (loss) before income taxes | 186.5 | (107.8) | 613 | 35.6 |
Income tax (expense) benefit | (29.7) | 65.6 | (134.4) | 29.4 |
Net income (loss) | 156.8 | (42.2) | 478.6 | 65 |
Accumulation of yield on preferred stock | (16.1) | (16.1) | (48.4) | (48.4) |
Net income (loss) available to common stockholders | $ 140.7 | $ (58.3) | $ 430.2 | $ 16.6 |
Earnings (loss) per share: | ||||
Basic | $ 0.24 | $ (0.10) | $ 0.74 | $ 0.03 |
Diluted | $ 0.24 | $ (0.10) | $ 0.73 | $ 0.03 |
Weighted average shares outstanding: | ||||
Basic | 588.5 | 577.2 | 584.1 | 575.5 |
Diluted | 598.1 | 577.2 | 593 | 582.5 |
New accounting standards
New accounting standards | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New accounting standards | 2. New accounting standards New tax standard On January 1, 2021, we implemented the FASB’s new standard to simplify the accounting for income taxes, which was issued in December 2019. The adoption of this new standard did not have an impact on our financial statements. Other There were no other new accounting standards that we expect to have a material impact on our financial position or results of operations upon adoption. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination Disclosure | 3. Business combinations Ritter GmbH acquisition On June 10, 2021, we completed the acquisition of Ritter GmbH for preliminary net cash consideration of $1,079.8 million, and contingent consideration with an initial preliminary fair value of $35.6 million. Ritter GmbH's current business is focused on providing diagnostic system providers and liquid handling OEMs with robotic fluid handling tips, plates, and other consumables. The combination of our companies will expand our proprietary offerings to our biopharma and healthcare customers and enhance our offerings for critical lab automation workflows. The combined businesses also share similar characteristics including a recurring, specification-driven revenue profile and a consumable-driven portfolio of products produced to exacting standards that enhances our unique customer value proposition. To fund the acquisition, we issued debt under our senior secured term loan facility in an aggregate principal amount of $1,134.6 million. The preliminary purchase consideration was as follows: (in millions) June 10, 2021 Cash paid at closing $ 1,084.5 Cash acquired (4.7) Preliminary net cash consideration 1,079.8 Preliminary fair value of acquisition contingent consideration 35.6 Preliminary purchase price $ 1,115.4 The contingent consideration has a maximum potential payout of $336.0 million over three years. The preliminary fair value of the contingent consideration was determined using a monte carlo simulation as further described in note 16. The preliminary fair values of the net assets acquired on June 10, 2021 was $1,115.4 million, which included the following: (in millions) June 10, 2021 Accounts receivable $ 33.3 Inventory 30.5 Property, plant & equipment 141.2 Other intangible assets 430.0 Goodwill 679.1 Other assets and liabilities 0.9 Accounts payable (21.5) Accrued expenses (28.6) Debt (20.4) Deferred income tax liabilities (129.1) Total net assets $ 1,115.4 The assets acquired and liabilities assumed are recorded at their preliminary estimated fair values as part of our Europe operating segment as of June 10, 2021. The preliminary balances of the acquired assets and liabilities have changed from what we previously reported to reflect additional information relating to their fair values; and the preliminary purchase price allocation remains subject to change as we complete our determination of the final working capital and the fair value of the acquired assets and liabilities assumed, the impact of which could be material. The following table summarizes the preliminary fair value of intangible assets acquired on June 10, 2021 and their related weighted average amortization period: (in millions) Fair value Weighted average estimated life Customer relationships $ 330.0 18.0 years Developed technology 100.0 7.0 years Total $ 430.0 The goodwill represents intellectual capital and the acquired assembled workforce, none of which qualify for recognition as a separate intangible asset. Of the goodwill recognized, none is deductible for tax purposes. Since the acquisition date, Ritter generated revenues of $49.2 million and $59.4 million during the three and nine months ended September 30, 2021, respectively. The following unaudited pro forma combined financial information for the three and nine months ended September 30, 2021 and 2020 gives effect to the Ritter acquisition as if it had occurred on January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Revenue $ 1,834.3 $ 1,643.2 $ 5,575.9 $ 4,687.7 Net income (loss) available to common stockholders 140.7 (60.1) 454.2 (20.3) Basic earnings (loss) per share 0.24 (0.10) 0.78 0.04 Diluted earnings (loss) per share 0.24 (0.10) 0.77 0.03 The unaudited pro forma combined financial information presented above includes the accounting effects of the Ritter acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets; transaction costs; interest expense; and the related tax effects. RIM Bio acquisition On June 1, 2021, we completed the acquisition of RIM Bio, a China-based single-use bioprocess bag manufacturer. RIM Bio's current business provides a complete range of single-use 2D bags, 3D bags, tank liners, bag assemblies and multi-bag manifolds used in the manufacturing of biologics including monoclonal antibodies (mAbs), vaccines, cell and gene therapies, and recombinant proteins. The addition of RIM Bio enables us to better serve our customers by expanding our single-use manufacturing, distribution, and cleanroom capabilities to the AMEA region. The impact of this acquisition is not material to our financial statements. Acquisition-related costs of completed acquisitions For the three and nine months ended September 30, 2021 , we incurred $0 and $24.6 million in acquisition-related costs, which consist of non-recurring legal, accounting, investment banking and consulting fees incurred to complete the acquisitions of Ritter GmbH and RIM Bio. All acquisition costs are expensed in the period incurred and excluded from Adjusted EBITDA, as shown in footnote 5. These acquisition costs have been primarily recorded within the Europe and Corporate operating segments and presented in SG&A in the unaudited condensed consolidated statements of operations. |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. Earnings per share The following table presents the reconciliation of basic and diluted earnings per share for the three and nine months ended September 30, 2021: (in millions, except per share data) Three months ended September 30, 2021 Nine months ended September 30, 2021 Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Basic $ 140.7 588.5 $ 0.24 $ 430.2 584.1 $ 0.74 Dilutive effect of stock-based awards — 9.6 — 8.9 Diluted $ 140.7 598.1 $ 0.24 $ 430.2 593.0 $ 0.73 For the three and nine months ended September 30, 2021, diluted earnings per share included accumulated yield on preferred stock of $16.1 million and $48.4 million, respectively, and excluded 62.9 million of common stock equivalents under the MCPS because they were anti-dilutive to the calculations. The following table presents the reconciliation of basic and diluted earnings per share for the three and nine months ended September 30, 2020: (in millions, except per share data) Three months ended September 30, 2020 Nine months ended September 30, 2020 Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Basic $ (58.3) 577.2 $ (0.10) $ 16.6 575.5 $ 0.03 Dilutive effect of stock-based awards — — — 7.0 Diluted $ (58.3) 577.2 $ (0.10) $ 16.6 582.5 $ 0.03 For the three months ended September 30, 2020, basic and diluted loss per share calculations were the same because there was a net loss available to common stockholders. As a result, 22.6 million of stock options, 5.2 million of restricted stock units and 62.9 million of MCPS were excluded from the calculation of diluted loss per share as the ir effect would be anti-dilutive. For the nine months ended September 30, 2020, diluted earnings per share included accumulated yield of $48.4 million and excluded 62.9 million of common stock equivalents under the MCPS because they were anti-dilutive to the calculation. |
Segment financial information
Segment financial information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment financial information | 5. Segment financial information We report three geographic segments based on customer location: Americas, Europe and AMEA. Each segment manufactures and distributes solutions for the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries. Corporate costs are managed on a standalone basis and not allocated to segments. The following table presents information by reportable segment: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net sales: Americas $ 1,045.0 $ 950.5 $ 3,149.9 $ 2,707.1 Europe 674.7 562.1 1,991.1 1,627.1 AMEA 114.6 92.4 337.5 268.5 Total $ 1,834.3 $ 1,605.0 $ 5,478.5 $ 4,602.7 Adjusted EBITDA: Americas $ 236.3 $ 203.6 $ 740.0 $ 591.0 Europe 135.5 98.4 390.4 278.4 AMEA 29.5 20.9 80.5 56.8 Corporate (42.1) (37.3) (122.0) (104.5) Total $ 359.2 $ 285.6 $ 1,088.9 $ 821.7 The amounts above exclude inter-segment activity because it is not material. All of the net sales for each segment are from external customers. The following table presents the reconciliation of Adjusted EBITDA from net income, the nearest measurement under GAAP: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net income (loss) $ 156.8 $ (42.2) $ 478.6 $ 65.0 Interest expense 54.1 65.2 156.6 251.8 Income tax expense (benefit) 29.7 (65.6) 134.4 (29.4) Depreciation and amortization 100.0 99.1 275.1 293.4 Loss on extinguishment of debt — 226.4 8.4 226.4 Net foreign currency (gain) loss from financing activities (0.8) (4.1) 1.2 (4.3) Other stock-based compensation expense 1.6 0.6 2.9 0.6 Acquisition-related expenses 1 3.2 — 27.8 — Integration-related expenses 2 7.9 3.9 8.4 11.5 Purchase accounting adjustments 3 6.3 — 6.3 — Restructuring and severance charges 4 0.4 2.3 2.2 6.7 Receipt of disgorgement penalty 5 — — (13.0) — Adjusted EBITDA $ 359.2 $ 285.6 $ 1,088.9 $ 821.7 ━━━━━━━━━ 1. Represents legal, accounting, investment banking and consulting fees incurred related to completed and pending acquisitions. Generally, these expenses are incurred prior to and at the closing of acquisitions. 2. Represents non-recurring direct costs incurred with third-parties to integrate acquired companies. These expenses represent incremental costs and are unrelated to normal operations of our business. Integration expenses are incurred over a pre-defined integration period specific to each acquisition. 3. Represents the amortization of the purchase accounting adjustment we made to reflect Ritter’s acquired inventory at fair value upon acquisition, as shown in note 3 to our unaudited interim financial statements. 4. Reflects the incremental expenses incurred in the period related to initiatives to increase profitability and productivity. Typical costs included in this caption are employee severance, site-related exit costs, and contract termination costs. 5. As described in note 13 to our unaudited interim financial statements. The following table presents net sales by product line: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 (6) (6) Proprietary materials & consumables $ 651.2 $ 518.5 $ 1,847.2 $ 1,480.7 Third party materials & consumables 712.2 655.3 2,210.0 1,934.6 Services & specialty procurement 226.5 210.8 678.5 583.5 Equipment & instrumentation 244.4 220.4 742.8 603.9 Total $ 1,834.3 $ 1,605.0 $ 5,478.5 $ 4,602.7 ━━━━━━━━━ 6. As adjusted, see note 1. |
Supplemental disclosures of cas
Supplemental disclosures of cash flow information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental disclosures of cash flow information | 6. Supplemental disclosures of cash flow information The following tables present supplemental disclosures of cash flow information: (in millions) September 30, 2021 December 31, 2020 Cash and cash equivalents $ 1,426.1 $ 286.6 Restricted cash classified as other assets 25.7 2.6 Total $ 1,451.8 $ 289.2 At September 30, 2021, amounts included in restricted cash primarily represent funds held in escrow to satisfy a long term retention incentive related to the acquisition of Ritter GmbH. (in millions) Nine months ended September 30, 2021 2020 Cash flows from operating activities: Cash paid for income taxes, net $ 130.2 $ 32.0 Cash paid for interest, excluding financing leases 154.3 248.7 Cash paid for interest on finance leases 3.8 3.9 Cash paid under operating leases 32.4 31.7 Cash flows from financing activities: Cash paid under finance leases 3.5 3.3 (in millions) Nine months ended September 30, 2021 2020 Non-cash investing and financing activities: Preliminary fair value of acquisition contingent consideration $ 35.6 $ — Accrued but unpaid dividends on MCPS 8.1 8.1 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 7. Inventory The following table presents the components of inventory: (in millions) September 30, 2021 December 31, 2020 Merchandise inventory $ 496.7 $ 463.0 Finished goods 137.4 115.9 Raw materials 162.9 123.2 Work in process 47.0 37.5 Total $ 844.0 $ 739.6 |
Other intangible assets
Other intangible assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other intangible assets | 8. Other intangible assets The following table presents the components of other intangible assets: (in millions) September 30, 2021 December 31, 2020 Gross value Accumulated amortization Carrying value Gross value Accumulated amortization Carrying value Customer relationships $ 4,960.5 $ 1,060.9 $ 3,899.6 $ 4,701.6 $ 894.9 $ 3,806.7 VWR trade name 269.6 189.9 79.7 275.7 184.3 91.4 Other 278.9 144.9 134.0 185.4 127.0 58.4 Total finite-lived $ 5,509.0 $ 1,395.7 4,113.3 $ 5,162.7 $ 1,206.2 3,956.5 Indefinite-lived 92.3 92.3 Total $ 4,205.6 $ 4,048.8 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 9. Commitments and contingencies Our business is subject to contingencies related to compliance with environmental laws and regulations, the manufacture and sale of products and litigation. The ultimate resolution of contingencies is subject to significant uncertainty, and it is reasonably possible that we will experience adverse outcomes related to these matters. Environmental laws and regulations Our environmental liabilities are subject to changing governmental policy and regulations, discovery of unknown conditions, judicial proceedings, method and extent of remediation, existence of other potentially responsible parties and future changes in technology. Known and unknown environmental matters, if not resolved favorably, could have a material effect on our financial position, liquidity and profitability. Other matters The New Jersey Department of Environmental Protection has ordered us to remediate groundwater conditions near our plant in Phillipsburg, New Jersey. This matter is covered by the indemnification arrangement previously described. At September 30, 2021, our accrued obligation under this order is $3.5 million, which is calculated based on expected cash payments discounted at rates ranging from 0.0% in 2021 to 2.1% in 2045. The undiscounted amount of that obligation is $4.2 million. In 2016, we assessed the environmental condition of our chemical manufacturing site in Gliwice, Poland. Our assessment revealed specific types of soil and groundwater contamination throughout the site. We are also monitoring the condition of a closed landfill on that site. These matters are not covered by our indemnification arrangement because they relate to an operation we subsequently acquired. At September 30, 2021, our balance sheet includes a liability of $3.2 million for remediation and monitoring costs. That liability is estimated primarily on expected remediation payments discounted through 2023 and is not materially different than its undiscounted amount. Manufacture and sale of products Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we produce ourselves or obtain from our suppliers, as well as from the services we provide. Our exposure to such claims may increase to the extent that we expand our manufacturing operations or service offerings. We maintain insurance policies to protect us against these risks, including product liability insurance. In many cases the suppliers of products we distribute have indemnified us against such claims. Our insurance coverage or indemnification agreements with suppliers may not be adequate in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our suppliers and our suppliers’ insurers, as well as legal enforcement under the local laws governing the arrangements. We have entered into indemnification agreements with customers of our self-manufactured products to protect them from liabilities and losses arising from our negligence, willful misconduct or sale of defective products. To date, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. Litigation At September 30, 2021, there was no outstanding litigation that we believe would result in material losses if decided against us, and we do not believe that there are any unasserted matters that are reasonably possible to result in a material loss. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt The following table presents information about our debt: (dollars in millions) September 30, 2021 December 31, 2020 Interest terms Rate Amount Receivables facility LIBOR plus 0.90% 0.98% $ — $ — Senior secured credit facilities: Euro term loans EURIBOR plus 2.25% 2.25% 212.3 344.8 Euro term loans EURIBOR plus 2.25% 2.25% 375.2 — Euro term loans EURIBOR plus 2.75% 2.75% 698.6 — U.S. dollar term loans LIBOR plus 2.00% 2.50% 356.4 546.7 U.S. dollar term loans LIBOR plus 2.25% 2.75% 1,169.1 1,175.0 2.625% secured notes fixed rate 2.625% 752.5 795.0 3.875% unsecured notes fixed rate 3.875% 463.0 489.2 4.625 % unsecured notes fixed rate 4.625% 1,550.0 1,550.0 Finance lease liabilities 72.0 71.5 Other 18.3 — Total debt, gross 5,667.4 4,972.2 Less: unamortized deferred financing costs (80.6) (78.3) Total debt $ 5,586.8 $ 4,893.9 Classification on balance sheets: Current portion of debt $ 37.0 $ 26.4 Debt, net of current portion 5,549.8 4,867.5 Credit facilities The following table presents availability under our credit facilities: (in millions) September 30, 2021 Receivables facility Revolving credit facility Total Capacity $ 300.0 $ 515.0 $ 815.0 Undrawn letters of credit outstanding (9.2) (1.6) (10.8) Outstanding borrowings — — — Unused availability $ 290.8 $ 513.4 $ 804.2 Maximum availability $ 300.0 $ 515.0 $ 815.0 Capacity under the receivables facility depends upon maintaining a sufficient borrowing base of eligible accounts receivable. At September 30, 2021, $497.3 million of accounts receivable were available as collateral under the facility. The receivables facility is with a commercial bank, functions like a line of credit and matures on March 27, 2023. The revolving credit facility under the senior secured credit facilities matures on July 14, 2025. Debt financing transactions On September 7, 2021, we obtained a commitment to secure $2,900.0 million to finance the acquisition of Masterflex under our senior secured credit facilities. This commitment was reduced by $967.0 million through our secondary equity offering, as described in footnote 1 to our financial statements and the issuance of $800.0 million aggregate principal amount of 3.875% senior notes, which closed on October 26, 2021. The notes are due on November 1, 2029, with interest payable semi-annually on May 1 and November 1 of each year. In the event that the acquisition is not consummated, the notes will be subject to special mandatory redemption. The special mandatory redemption price is equal to 100% of the issue price plus any accrued and unpaid interest to, but excluding, the applicable date of redemption. We expect to secure additional funding through an amendment to our senior secured credit facilities, which will provide for $900.0 million of incremental U.S. Dollar term loans at Libor plus 2.25%. This amendment will be executed and funded at the time that the Masterflex acquisition closes, subject to customary closing conditions. Senior secured credit facilities On July 7, 2021, we amended our U.S. Dollar terms loans under our senior secured credit facilities. The amendment reduced the LIBOR floor in our interest calculation from 1.00% to 0.50%. The costs to complete the amendment were not material. On June 30, 2021, we made prepayments of $61.9 million on our U.S. dollar term loans and $39.1 million on our Euro term loans. In connection with these prepayments, we expensed $3.2 million of previously unamortized deferred financing costs as a loss on extinguishment of debt. On June 10, 2021, in connection with the acquisition of Ritter GmbH, we issued $396.5 million and $738.1 million of term loans that mature on June 9, 2026 and June 9, 2028, respectively. The debt bears interest at variable rates, and the interest rates for each respective instrument at September 30, 2021 are presented in the table above. We capitalized issuance costs of $20.1 million and $2.4 million related to these term loans in the second quarter and third quarter respectively. On March 31, 2021, we made prepayments of $124.5 million on our U.S. dollar term loans and $77.6 million on our Euro term loans. In connection with these prepayments, we expensed $5.2 million of previously unamortized deferred financing costs as a loss on extinguishment of debt. Debt covenants Our debt agreements include representations and covenants that we consider usual and customary, and our receivables facility and senior secured credit facilities include a financial covenant that becomes applicable for periods in which we have drawn more than 35% of our revolving credit facility under the senior secured credit facilities. In this circumstance, we are not permitted to have combined borrowings on our senior secured credit facilities and secured notes in excess of a pro forma net leverage ratio, as defined. As we had not drawn more than 35% of our revolving credit facility in this period, this covenant was not applicable at September 30, 2021. |
Accumulated other comprehensive
Accumulated other comprehensive income or loss | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Accumulated other comprehensive income or loss | 11. Accumulated other comprehensive income or loss The following table presents changes in the components of AOCI: (in millions) Foreign currency translation Derivative instruments Defined benefit plans Total Balance at June 30, 2021 $ 31.1 $ (1.0) $ (28.7) $ 1.4 Unrealized (loss) gain (38.2) — 0.6 (37.6) Reclassification of loss into earnings — 0.9 — 0.9 Income tax effect (2.6) (0.2) — (2.8) Balance at September 30, 2021 $ (9.7) $ (0.3) $ (28.1) $ (38.1) Balance at June 30, 2020 $ (86.4) $ 0.6 $ (23.0) $ (108.8) Unrealized gain (loss) 55.1 0.3 (0.6) 54.8 Reclassification of gain into earnings — (0.7) (0.1) (0.8) Income tax effect — 0.1 — 0.1 Balance at September 30, 2020 $ (31.3) $ 0.3 $ (23.7) $ (54.7) Balance at December 31, 2020 $ 51.8 $ (1.0) $ (29.1) $ 21.7 Unrealized (loss) gain (55.2) (2.0) 1.0 (56.2) Reclassification of loss into earnings — 3.0 — 3.0 Income tax effect (6.3) (0.3) — (6.6) Balance at September 30, 2021 $ (9.7) $ (0.3) $ (28.1) $ (38.1) Balance at December 31, 2019 $ (62.3) $ (0.5) $ (23.1) $ (85.9) Unrealized gain (loss) 31.0 2.6 (0.4) 33.2 Reclassification of gain into earnings — (1.5) (0.3) (1.8) Income tax effect — (0.3) 0.1 (0.2) Balance at September 30, 2020 $ (31.3) $ 0.3 $ (23.7) $ (54.7) The reclassifications and income tax effects shown above were immaterial to the financial statements. The reclassifications were made to either cost of sales or SG&A expenses depending upon the nature of the underlying transaction. The income tax effects in the three and nine months ended September 30, 2021 on foreign currency translation were due to our net investment hedge discussed in note 15. |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | 12. Stock-based compensation The following table presents the components of stock-based compensation expense: (in millions) Classification Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Stock options Equity $ 4.8 $ 4.2 $ 14.0 $ 12.6 RSUs Equity 6.5 6.0 18.7 16.4 Optionholder awards Liability — 0.2 — 0.6 Other Both 2.2 1.0 4.3 1.8 Total $ 13.5 $ 11.4 $ 37.0 $ 31.4 Balance sheet classification: Equity $ 11.9 $ 10.6 $ 34.2 $ 30.1 Liability 1.6 0.8 2.8 1.3 At September 30, 2021, unvested awards under our plans have remaining stock-based compensation expense of $87.5 million to be recognized over a weighted average period of 1.7 years. At September 30, 2021, 10.8 million shares were available for future issuance under the 2019 Plan. Stock options The following table presents information about outstanding stock options: (options and intrinsic value in millions) Number of options Weighted average exercise price per option Aggregate intrinsic value Weighted average remaining term Balance at December 31, 2020 20.0 $ 18.80 Granted 1.5 27.71 Exercised (4.2) 17.79 Forfeited (0.6) 19.08 Balance at September 30, 2021 16.7 19.82 $ 404.1 7.2 years Expected to vest 7.7 20.29 183.3 8.2 years Vested 9.0 19.41 220.8 6.4 years During the nine months ended September 30, 2021, we granted stock options that have a contractual life of ten years and will vest annually over four years, subject to the recipient continuously providing service to us through each such date. RSUs The following table presents information about unvested RSUs: (awards in millions) Number of awards Weighted average grant date fair value per award Balance at December 31, 2020 4.9 $ 15.31 Granted 1.1 29.30 Vested (1.1) 14.86 Forfeited (0.5) 18.09 Balance at September 30, 2021 4.4 19.30 During the nine months ended September 30, 2021, we granted RSUs that will vest annually over four years, subject to the recipient continuously providing service to us through each such date. Additionally, we granted certain employees RSUs that cliff vest over three years and contain performance and market conditions that impact the number of shares that will ultimately vest, subject to the recipient continuously providing service to us through each such date. The expense recorded related to the RSUs with performance and market conditions was not material. |
Other income or expense, net
Other income or expense, net | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other income or expense, net | 13. Other income or expense, net The following table presents the components of other income or expense, net: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net foreign currency gain (loss) from financing activities $ 0.8 $ 4.1 $ (1.2) $ 4.3 Income related to defined benefit plans 2.6 2.4 7.6 7.0 Other 1 — 0.1 13.4 0.3 Other income, net $ 3.4 $ 6.6 $ 19.8 $ 11.6 ━━━━━━━━━ 1. We recognized $13.0 million of other income during the nine months ended September 30, 2021 related to the disgorgement of disallowed trading profits from Goldman Sachs, which was a related party until December 31, 2020. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 14. Income taxes The following table presents the relationship between income tax expense and income before income taxes: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Income (loss) before income taxes $ 186.5 $ (107.8) $ 613.0 $ 35.6 Income tax (expense) benefit (29.7) 65.6 (134.4) 29.4 Effective income tax rate 15.9 % (60.9) % 21.9 % (82.6) % Income tax expense in the quarter is based upon the estimated income for the full year. The composition of the income in different countries and adjustments, if any, in the applicable quarterly periods influences our expense. |
Derivative and hedging activiti
Derivative and hedging activities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative and hedging activities | 15. Derivative and hedging activities We engage in hedging activities to reduce our exposure to foreign currency exchange rates. Our hedging activities are designed to manage specific risks according to our strategies, as summarized below, which may change from time to time. In addition to the net investment hedge discussed below in further detail, our hedging activities consist of the following: • Economic hedges — We are exposed to changes in foreign currency exchange rates on certain of our euro-denominated term loans and notes that move inversely from our portfolio of euro-denominated intercompany loans. The currency effects for these non-derivative instruments are recorded through earnings in the period of change and substantially offset one another; • Other hedging activities — Certain of our subsidiaries hedge short-term foreign currency denominated business transactions, external debt and intercompany financing transactions using foreign currency forward contracts. These activities were not material to our consolidated financial statements. Net investment hedge We designated all of our outstanding €400.0 million 3.875% senior unsecured notes, issued on July 17, 2020, and maturing on July 15, 2028, as a hedge of our net investment in certain of our European operations. For instruments that are designated and qualify as net investment hedges, the foreign currency transactional gains or losses are reported as a component of AOCI. The gains or losses would be reclassified into earnings upon a liquidation event or deconsolidation of a hedged foreign subsidiary. Net investment hedge effectiveness is assessed based upon the change in the spot rate of the foreign currency denominated debt. The critical terms of the foreign currency notes match the portion of the net investments designated as being hedged. At September 30, 2021, the net investment hedge was equal to the designated portion of the European operations and were considered to be perfectly effective. Non-derivative financial instruments which are designated as hedging instruments: The accumulated loss related to the foreign currency denominated debt designated as net investment hedges classified in the foreign currency translation adjustment component of AOCI was $11.4 million and $37.6 million as of September 30, 2021 and December 31, 2020, respectively. The amount of gain related to the foreign currency denominated debt designated as net investment hedges classified in the foreign currency translation adjustment component of other comprehensive income for the three and nine months ended September 30, 2021 is presented below: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net investment hedges $ 11.0 $ 17.7 $ 26.2 $ 17.7 |
Financial instruments and fair
Financial instruments and fair value measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial instruments and fair value measurements | 16. Financial instruments and fair value measurements Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and debt. Assets and liabilities for which fair value is only disclosed The carrying amount of cash and cash equivalents was the same as its fair value and is a Level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximated fair value due to their short-term nature and are Level 2 measurements. The following table presents the carrying values, which exclude unamortized deferred financing costs, and the fair values of debt instruments: (in millions) September 30, 2021 December 31, 2020 Carrying value Fair value Carrying value Fair value Receivables facility $ — $ — $ — $ — Senior secured credit facilities: Euro term loans 212.3 212.3 344.8 346.5 Euro term loans 375.2 375.5 — — Euro term loans 698.6 698.6 — — U.S. dollar term loans 356.4 351.9 546.7 548.1 U.S. dollar term loans 1,169.1 1,161.1 1,175.0 1,178.7 2.625% secured notes 752.5 770.4 795.0 815.7 3.875% unsecured notes 463.0 484.7 489.2 515.0 4.625 % unsecured notes 1,550.0 1,635.5 1,550.0 1,648.7 Finance lease liabilities 72.0 72.0 71.5 71.5 Other 18.3 18.2 — — Total $ 5,667.4 $ 5,780.2 $ 4,972.2 $ 5,124.2 The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, and in some cases private trading data, which are level 2 measurements. The following table presents changes to contingent consideration liabilities: (in millions) Nine months ended September 30, 2021 2020 Beginning balance $ — $ — Acquisitions 35.6 — Changes to estimated fair value — — Cash payments — — Currency translation (1.8) — Ending balance $ 33.8 $ — We estimated the fair value of contingent consideration on a recurring basis using the average of probability-weighted potential payments specified in the purchase agreements, which were level 3 measurements. Changes to the estimated fair value will be recorded within selling, general and administrative expenses. The significant assumptions used in these calculations include forecasted results and the estimated likelihood of achievement for each performance scenario. |
Nature of operations and presen
Nature of operations and presentation of financial statements | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations and presentation of financial statements | 1. Nature of operations and presentation of financial statements We are a global manufacturer and distributor that provides products and services to customers in the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries. Basis of presentation The accompanying condensed consolidated financial statements have been prepared pursuant to SEC regulations whereby certain information normally included in GAAP financial statements has been condensed or omitted. The financial information presented herein reflects all adjustments (consisting only of normal, recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year. We believe that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report. Those audited consolidated financial statements include a summary of our significant accounting policies. Principles of consolidation All intercompany balances and transactions have been eliminated from the financial statements. Use of estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Actual results could differ from those estimates. Secondary equity offering On September 15, 2021 we issued 23.81 million shares of our common stock, at a public offering price of $42.00 per share. The proceeds from this offering were $967.0 million, net of $33.0 million of offering costs. The proceeds will be used to partially finance the pending acquisition of Masterflex as discussed below. Entry into a definitive agreement On September 7, 2021, we entered into a definitive agreement to acquire the Masterflex bioprocessing business and related assets (collectively "Masterflex") of Antylia Scientific. The all-cash transaction is preliminarily valued at $2,900.0 million, subject to final adjustments at closing. Given anticipated tax benefits from the transaction structure, the net purchase price is approximately $2,700.0 million. We have received all regulatory approvals and expect the transaction to close on or about November 1, 2021. Acquisition-related costs incurred to date are immaterial. On June 1, 2021 and June 10, 2021, we acquired RIM Bio and Ritter GmbH and its affiliates (“Ritter GmbH”), respectively. Further details are included in note 3. Correction of immaterial classification error We identified and corrected an immaterial classification error between certain product sales in our previously reported net sales by product lines financial table disclosed in our segment financial information footnote included in our previously reported unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020. The correction of this error allows for a more accurate presentation of net sales of our product lines and had no impact on our previously reported unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020 other than those previously mentioned. The following table presents the impact of this correction for the three and nine months ended September 30, 2020. (in millions) Three months ended September 30, 2020 Nine months ended September 30, 2020 Previously reported Adjustment As adjusted Previously reported Adjustment As adjusted Proprietary materials & consumables $ 562.2 $ (43.7) $ 518.5 $ 1,654.3 $ (173.6) $ 1,480.7 Third party materials & consumables 610.0 45.3 655.3 1,764.1 170.5 1,934.6 Services & specialty procurement 215.4 (4.6) 210.8 580.0 3.5 583.5 Equipment & instrumentation 217.4 3.0 220.4 604.3 (0.4) 603.9 Total $ 1,605.0 $ — $ 1,605.0 $ 4,602.7 $ — $ 4,602.7 Correction of previously reported consolidated statement of cash flows We identified and corrected an immaterial classification error in our previously reported unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2020. The correction of this error within the net cash provided by operating activities resulted in an increase in the line-item referred to as Provision for accounts receivable and inventory and a decrease in the line-item referred to as Inventory by $23.4 million, respectively, from the previously reported amounts of $31.5 million to $54.9 million and $(33.5) million to $(56.9) million, respectively. The correction of this error had no effect on our previously reported net cash provided by operating activities for the nine months ended September 30, 2020, or on any other previously reported amounts in our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2020 other than those previously mentioned. |
New accounting standards (Polic
New accounting standards (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New accounting standards | New tax standard On January 1, 2021, we implemented the FASB’s new standard to simplify the accounting for income taxes, which was issued in December 2019. The adoption of this new standard did not have an impact on our financial statements. Other There were no other new accounting standards that we expect to have a material impact on our financial position or results of operations upon adoption. |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared pursuant to SEC regulations whereby certain information normally included in GAAP financial statements has been condensed or omitted. The financial information presented herein reflects all adjustments (consisting only of normal, recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year. We believe that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report. Those audited consolidated financial statements include a summary of our significant accounting policies. |
Principles of consolidation | Principles of consolidation All intercompany balances and transactions have been eliminated from the financial statements. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Actual results could differ from those estimates. |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase consideration was as follows: (in millions) June 10, 2021 Cash paid at closing $ 1,084.5 Cash acquired (4.7) Preliminary net cash consideration 1,079.8 Preliminary fair value of acquisition contingent consideration 35.6 Preliminary purchase price $ 1,115.4 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary fair values of the net assets acquired on June 10, 2021 was $1,115.4 million, which included the following: (in millions) June 10, 2021 Accounts receivable $ 33.3 Inventory 30.5 Property, plant & equipment 141.2 Other intangible assets 430.0 Goodwill 679.1 Other assets and liabilities 0.9 Accounts payable (21.5) Accrued expenses (28.6) Debt (20.4) Deferred income tax liabilities (129.1) Total net assets $ 1,115.4 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the preliminary fair value of intangible assets acquired on June 10, 2021 and their related weighted average amortization period: (in millions) Fair value Weighted average estimated life Customer relationships $ 330.0 18.0 years Developed technology 100.0 7.0 years Total $ 430.0 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma combined financial information for the three and nine months ended September 30, 2021 and 2020 gives effect to the Ritter acquisition as if it had occurred on January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Revenue $ 1,834.3 $ 1,643.2 $ 5,575.9 $ 4,687.7 Net income (loss) available to common stockholders 140.7 (60.1) 454.2 (20.3) Basic earnings (loss) per share 0.24 (0.10) 0.78 0.04 Diluted earnings (loss) per share 0.24 (0.10) 0.77 0.03 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic and diluted earnings per share | The following table presents the reconciliation of basic and diluted earnings per share for the three and nine months ended September 30, 2021: (in millions, except per share data) Three months ended September 30, 2021 Nine months ended September 30, 2021 Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Basic $ 140.7 588.5 $ 0.24 $ 430.2 584.1 $ 0.74 Dilutive effect of stock-based awards — 9.6 — 8.9 Diluted $ 140.7 598.1 $ 0.24 $ 430.2 593.0 $ 0.73 The following table presents the reconciliation of basic and diluted earnings per share for the three and nine months ended September 30, 2020: (in millions, except per share data) Three months ended September 30, 2020 Nine months ended September 30, 2020 Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Basic $ (58.3) 577.2 $ (0.10) $ 16.6 575.5 $ 0.03 Dilutive effect of stock-based awards — — — 7.0 Diluted $ (58.3) 577.2 $ (0.10) $ 16.6 582.5 $ 0.03 |
Segment financial information (
Segment financial information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment financial information | The following table presents information by reportable segment: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net sales: Americas $ 1,045.0 $ 950.5 $ 3,149.9 $ 2,707.1 Europe 674.7 562.1 1,991.1 1,627.1 AMEA 114.6 92.4 337.5 268.5 Total $ 1,834.3 $ 1,605.0 $ 5,478.5 $ 4,602.7 Adjusted EBITDA: Americas $ 236.3 $ 203.6 $ 740.0 $ 591.0 Europe 135.5 98.4 390.4 278.4 AMEA 29.5 20.9 80.5 56.8 Corporate (42.1) (37.3) (122.0) (104.5) Total $ 359.2 $ 285.6 $ 1,088.9 $ 821.7 The amounts above exclude inter-segment activity because it is not material. All of the net sales for each segment are from external customers. |
Reconciliation of segment profitability to consolidated earnings | The following table presents the reconciliation of Adjusted EBITDA from net income, the nearest measurement under GAAP: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net income (loss) $ 156.8 $ (42.2) $ 478.6 $ 65.0 Interest expense 54.1 65.2 156.6 251.8 Income tax expense (benefit) 29.7 (65.6) 134.4 (29.4) Depreciation and amortization 100.0 99.1 275.1 293.4 Loss on extinguishment of debt — 226.4 8.4 226.4 Net foreign currency (gain) loss from financing activities (0.8) (4.1) 1.2 (4.3) Other stock-based compensation expense 1.6 0.6 2.9 0.6 Acquisition-related expenses 1 3.2 — 27.8 — Integration-related expenses 2 7.9 3.9 8.4 11.5 Purchase accounting adjustments 3 6.3 — 6.3 — Restructuring and severance charges 4 0.4 2.3 2.2 6.7 Receipt of disgorgement penalty 5 — — (13.0) — Adjusted EBITDA $ 359.2 $ 285.6 $ 1,088.9 $ 821.7 ━━━━━━━━━ 1. Represents legal, accounting, investment banking and consulting fees incurred related to completed and pending acquisitions. Generally, these expenses are incurred prior to and at the closing of acquisitions. 2. Represents non-recurring direct costs incurred with third-parties to integrate acquired companies. These expenses represent incremental costs and are unrelated to normal operations of our business. Integration expenses are incurred over a pre-defined integration period specific to each acquisition. 3. Represents the amortization of the purchase accounting adjustment we made to reflect Ritter’s acquired inventory at fair value upon acquisition, as shown in note 3 to our unaudited interim financial statements. 4. Reflects the incremental expenses incurred in the period related to initiatives to increase profitability and productivity. Typical costs included in this caption are employee severance, site-related exit costs, and contract termination costs. 5. As described in note 13 to our unaudited interim financial statements. |
Schedule of net sales by product line | The following table presents net sales by product line: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 (6) (6) Proprietary materials & consumables $ 651.2 $ 518.5 $ 1,847.2 $ 1,480.7 Third party materials & consumables 712.2 655.3 2,210.0 1,934.6 Services & specialty procurement 226.5 210.8 678.5 583.5 Equipment & instrumentation 244.4 220.4 742.8 603.9 Total $ 1,834.3 $ 1,605.0 $ 5,478.5 $ 4,602.7 ━━━━━━━━━ 6. As adjusted, see note 1. |
Supplemental disclosures of c_2
Supplemental disclosures of cash flow information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | The following tables present supplemental disclosures of cash flow information: (in millions) September 30, 2021 December 31, 2020 Cash and cash equivalents $ 1,426.1 $ 286.6 Restricted cash classified as other assets 25.7 2.6 Total $ 1,451.8 $ 289.2 At September 30, 2021, amounts included in restricted cash primarily represent funds held in escrow to satisfy a long term retention incentive related to the acquisition of Ritter GmbH. (in millions) Nine months ended September 30, 2021 2020 Cash flows from operating activities: Cash paid for income taxes, net $ 130.2 $ 32.0 Cash paid for interest, excluding financing leases 154.3 248.7 Cash paid for interest on finance leases 3.8 3.9 Cash paid under operating leases 32.4 31.7 Cash flows from financing activities: Cash paid under finance leases 3.5 3.3 (in millions) Nine months ended September 30, 2021 2020 Non-cash investing and financing activities: Preliminary fair value of acquisition contingent consideration $ 35.6 $ — Accrued but unpaid dividends on MCPS 8.1 8.1 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory components | The following table presents the components of inventory: (in millions) September 30, 2021 December 31, 2020 Merchandise inventory $ 496.7 $ 463.0 Finished goods 137.4 115.9 Raw materials 162.9 123.2 Work in process 47.0 37.5 Total $ 844.0 $ 739.6 |
Other intangible assets (Tables
Other intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of other intangible assets | The following table presents the components of other intangible assets: (in millions) September 30, 2021 December 31, 2020 Gross value Accumulated amortization Carrying value Gross value Accumulated amortization Carrying value Customer relationships $ 4,960.5 $ 1,060.9 $ 3,899.6 $ 4,701.6 $ 894.9 $ 3,806.7 VWR trade name 269.6 189.9 79.7 275.7 184.3 91.4 Other 278.9 144.9 134.0 185.4 127.0 58.4 Total finite-lived $ 5,509.0 $ 1,395.7 4,113.3 $ 5,162.7 $ 1,206.2 3,956.5 Indefinite-lived 92.3 92.3 Total $ 4,205.6 $ 4,048.8 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of information about debt | The following table presents information about our debt: (dollars in millions) September 30, 2021 December 31, 2020 Interest terms Rate Amount Receivables facility LIBOR plus 0.90% 0.98% $ — $ — Senior secured credit facilities: Euro term loans EURIBOR plus 2.25% 2.25% 212.3 344.8 Euro term loans EURIBOR plus 2.25% 2.25% 375.2 — Euro term loans EURIBOR plus 2.75% 2.75% 698.6 — U.S. dollar term loans LIBOR plus 2.00% 2.50% 356.4 546.7 U.S. dollar term loans LIBOR plus 2.25% 2.75% 1,169.1 1,175.0 2.625% secured notes fixed rate 2.625% 752.5 795.0 3.875% unsecured notes fixed rate 3.875% 463.0 489.2 4.625 % unsecured notes fixed rate 4.625% 1,550.0 1,550.0 Finance lease liabilities 72.0 71.5 Other 18.3 — Total debt, gross 5,667.4 4,972.2 Less: unamortized deferred financing costs (80.6) (78.3) Total debt $ 5,586.8 $ 4,893.9 Classification on balance sheets: Current portion of debt $ 37.0 $ 26.4 Debt, net of current portion 5,549.8 4,867.5 |
Schedule of availability under credit facilities | The following table presents availability under our credit facilities: (in millions) September 30, 2021 Receivables facility Revolving credit facility Total Capacity $ 300.0 $ 515.0 $ 815.0 Undrawn letters of credit outstanding (9.2) (1.6) (10.8) Outstanding borrowings — — — Unused availability $ 290.8 $ 513.4 $ 804.2 Maximum availability $ 300.0 $ 515.0 $ 815.0 |
Accumulated other comprehensi_2
Accumulated other comprehensive income or loss (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of changes in components of AOCI | The following table presents changes in the components of AOCI: (in millions) Foreign currency translation Derivative instruments Defined benefit plans Total Balance at June 30, 2021 $ 31.1 $ (1.0) $ (28.7) $ 1.4 Unrealized (loss) gain (38.2) — 0.6 (37.6) Reclassification of loss into earnings — 0.9 — 0.9 Income tax effect (2.6) (0.2) — (2.8) Balance at September 30, 2021 $ (9.7) $ (0.3) $ (28.1) $ (38.1) Balance at June 30, 2020 $ (86.4) $ 0.6 $ (23.0) $ (108.8) Unrealized gain (loss) 55.1 0.3 (0.6) 54.8 Reclassification of gain into earnings — (0.7) (0.1) (0.8) Income tax effect — 0.1 — 0.1 Balance at September 30, 2020 $ (31.3) $ 0.3 $ (23.7) $ (54.7) Balance at December 31, 2020 $ 51.8 $ (1.0) $ (29.1) $ 21.7 Unrealized (loss) gain (55.2) (2.0) 1.0 (56.2) Reclassification of loss into earnings — 3.0 — 3.0 Income tax effect (6.3) (0.3) — (6.6) Balance at September 30, 2021 $ (9.7) $ (0.3) $ (28.1) $ (38.1) Balance at December 31, 2019 $ (62.3) $ (0.5) $ (23.1) $ (85.9) Unrealized gain (loss) 31.0 2.6 (0.4) 33.2 Reclassification of gain into earnings — (1.5) (0.3) (1.8) Income tax effect — (0.3) 0.1 (0.2) Balance at September 30, 2020 $ (31.3) $ 0.3 $ (23.7) $ (54.7) The reclassifications and income tax effects shown above were immaterial to the financial statements. The reclassifications were made to either cost of sales or SG&A expenses depending upon the nature of the underlying transaction. The income tax effects in the three and nine months ended September 30, 2021 on foreign currency translation were due to our net investment hedge discussed in note 15. |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of components of stock-based compensation expense | The following table presents the components of stock-based compensation expense: (in millions) Classification Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Stock options Equity $ 4.8 $ 4.2 $ 14.0 $ 12.6 RSUs Equity 6.5 6.0 18.7 16.4 Optionholder awards Liability — 0.2 — 0.6 Other Both 2.2 1.0 4.3 1.8 Total $ 13.5 $ 11.4 $ 37.0 $ 31.4 Balance sheet classification: Equity $ 11.9 $ 10.6 $ 34.2 $ 30.1 Liability 1.6 0.8 2.8 1.3 |
Schedule of information about outstanding stock options | The following table presents information about outstanding stock options: (options and intrinsic value in millions) Number of options Weighted average exercise price per option Aggregate intrinsic value Weighted average remaining term Balance at December 31, 2020 20.0 $ 18.80 Granted 1.5 27.71 Exercised (4.2) 17.79 Forfeited (0.6) 19.08 Balance at September 30, 2021 16.7 19.82 $ 404.1 7.2 years Expected to vest 7.7 20.29 183.3 8.2 years Vested 9.0 19.41 220.8 6.4 years |
Schedule of information about unvested RSUs | The following table presents information about unvested RSUs: (awards in millions) Number of awards Weighted average grant date fair value per award Balance at December 31, 2020 4.9 $ 15.31 Granted 1.1 29.30 Vested (1.1) 14.86 Forfeited (0.5) 18.09 Balance at September 30, 2021 4.4 19.30 |
Other income or expense, net (T
Other income or expense, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of components of other income or expense, net | The following table presents the components of other income or expense, net: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net foreign currency gain (loss) from financing activities $ 0.8 $ 4.1 $ (1.2) $ 4.3 Income related to defined benefit plans 2.6 2.4 7.6 7.0 Other 1 — 0.1 13.4 0.3 Other income, net $ 3.4 $ 6.6 $ 19.8 $ 11.6 ━━━━━━━━━ 1. We recognized $13.0 million of other income during the nine months ended September 30, 2021 related to the disgorgement of disallowed trading profits from Goldman Sachs, which was a related party until December 31, 2020. |
Income taxes (Tables)
Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of relationship between income tax expense or benefit and income or loss before income taxes | The following table presents the relationship between income tax expense and income before income taxes: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Income (loss) before income taxes $ 186.5 $ (107.8) $ 613.0 $ 35.6 Income tax (expense) benefit (29.7) 65.6 (134.4) 29.4 Effective income tax rate 15.9 % (60.9) % 21.9 % (82.6) % |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Net Investment Hedges, Statements of Financial Performance and Financial Position, Location | The amount of gain related to the foreign currency denominated debt designated as net investment hedges classified in the foreign currency translation adjustment component of other comprehensive income for the three and nine months ended September 30, 2021 is presented below: (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net investment hedges $ 11.0 $ 17.7 $ 26.2 $ 17.7 |
Financial instruments and fai_2
Financial instruments and fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of gross amounts and fair values of debt instruments | The following table presents the carrying values, which exclude unamortized deferred financing costs, and the fair values of debt instruments: (in millions) September 30, 2021 December 31, 2020 Carrying value Fair value Carrying value Fair value Receivables facility $ — $ — $ — $ — Senior secured credit facilities: Euro term loans 212.3 212.3 344.8 346.5 Euro term loans 375.2 375.5 — — Euro term loans 698.6 698.6 — — U.S. dollar term loans 356.4 351.9 546.7 548.1 U.S. dollar term loans 1,169.1 1,161.1 1,175.0 1,178.7 2.625% secured notes 752.5 770.4 795.0 815.7 3.875% unsecured notes 463.0 484.7 489.2 515.0 4.625 % unsecured notes 1,550.0 1,635.5 1,550.0 1,648.7 Finance lease liabilities 72.0 72.0 71.5 71.5 Other 18.3 18.2 — — Total $ 5,667.4 $ 5,780.2 $ 4,972.2 $ 5,124.2 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes to contingent consideration liabilities: (in millions) Nine months ended September 30, 2021 2020 Beginning balance $ — $ — Acquisitions 35.6 — Changes to estimated fair value — — Cash payments — — Currency translation (1.8) — Ending balance $ 33.8 $ — |
Organization, Consolidation a_2
Organization, Consolidation and Presentation of Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of immaterial error correction | The following table presents the impact of this correction for the three and nine months ended September 30, 2020. (in millions) Three months ended September 30, 2020 Nine months ended September 30, 2020 Previously reported Adjustment As adjusted Previously reported Adjustment As adjusted Proprietary materials & consumables $ 562.2 $ (43.7) $ 518.5 $ 1,654.3 $ (173.6) $ 1,480.7 Third party materials & consumables 610.0 45.3 655.3 1,764.1 170.5 1,934.6 Services & specialty procurement 215.4 (4.6) 210.8 580.0 3.5 583.5 Equipment & instrumentation 217.4 3.0 220.4 604.3 (0.4) 603.9 Total $ 1,605.0 $ — $ 1,605.0 $ 4,602.7 $ — $ 4,602.7 |
Business Combinations - Prelimi
Business Combinations - Preliminary purchase consideration (Details) - USD ($) $ in Millions | Jun. 10, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Business acquisition | |||
Preliminary net cash consideration | $ 1,079.8 | $ 1,168.9 | $ 0 |
Ritter GmbH | |||
Business acquisition | |||
Cash paid at closing | 1,084.5 | ||
Cash acquired | (4.7) | ||
Preliminary net cash consideration | 1,079.8 | ||
Preliminary fair value of acquisition contingent consideration | 35.6 | ||
Preliminary purchase price | $ 1,115.4 |
Business Combinations - Fair va
Business Combinations - Fair value of Net assets acquired (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Business acquisition | |||
Goodwill | $ 3,506.3 | $ 2,860.2 | |
Ritter GmbH | |||
Business acquisition | |||
Accounts receivable | $ 33.3 | ||
Inventory | 30.5 | ||
Property, plant & equipment | 141.2 | ||
Other intangible assets | 430 | ||
Goodwill | 679.1 | ||
Other assets and liabilities | 0.9 | ||
Accounts payable | (21.5) | ||
Accrued expenses | (28.6) | ||
Debt | (20.4) | ||
Deferred income tax liabilities | (129.1) | ||
Total net assets | $ 1,115.4 |
Business Combinations - Other i
Business Combinations - Other information (Details) - USD ($) $ in Millions | Jun. 10, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Business acquisition | |||||
Preliminary net cash consideration | $ 1,079.8 | $ 1,168.9 | $ 0 | ||
Debt issued in connection with acquisition | $ 35.6 | $ 0 | 35.6 | 0 | |
Acquisition related costs | 3.2 | $ 0 | 27.8 | $ 0 | |
Ritter GmbH | |||||
Business acquisition | |||||
Preliminary net cash consideration | 1,079.8 | ||||
Preliminary fair value of acquisition contingent consideration | 35.6 | ||||
Contingent consideration maximum potential payout amount | 336 | ||||
Acquisition related costs | 0 | 24.6 | |||
Revenue of acquiree since acquisition date, actual | $ 49.2 | $ 59.4 | |||
Ritter GmbH | Senior Secured Term Loan Facility | Receivables facility | |||||
Business acquisition | |||||
Debt issued in connection with acquisition | $ 1,134.6 |
Business Combinations - Finite-
Business Combinations - Finite-Lived and Indefinite-Lived Intangible Assets Acquired (Details) - Ritter GmbH $ in Millions | Jun. 10, 2021USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 430 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 330 |
Weighted average estimated life | 18 years |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 100 |
Weighted average estimated life | 7 years |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Pro Forma Information (Details) - Ritter GmbH - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 1,834.3 | $ 1,643.2 | $ 5,575.9 | $ 4,687.7 |
Net income (loss) available to common stockholders | $ 140.7 | $ (60.1) | $ 454.2 | $ (20.3) |
Basic earnings (loss) per share (in dollars per share) | $ 240,000 | $ (100,000) | $ 780,000 | $ 40,000 |
Diluted earnings (loss) per share (in dollars per share) | $ 240,000 | $ (100,000) | $ 770,000 | $ 30,000 |
Earnings per share - reconcilia
Earnings per share - reconciliation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings (numerator) | ||||
Net income (loss) available to common stockholders | $ 140.7 | $ (58.3) | $ 430.2 | $ 16.6 |
Dilutive effect of stock-based awards | 0 | 0 | 0 | 0 |
Diluted | $ 140.7 | $ (58.3) | $ 430.2 | $ 16.6 |
Weighted average shares outstanding (denominator) | ||||
Basic | 588.5 | 577.2 | 584.1 | 575.5 |
Dilutive effect of stock-based awards | 9.6 | 0 | 8.9 | 7 |
Diluted | 598.1 | 577.2 | 593 | 582.5 |
Earnings per share | ||||
Basic | $ 0.24 | $ (0.10) | $ 0.74 | $ 0.03 |
Diluted | $ 0.24 | $ (0.10) | $ 0.73 | $ 0.03 |
Earnings per share - antidiluti
Earnings per share - antidilutive securities (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Accumulation of yield on preferred stock | $ (16.1) | $ (16.1) | $ (48.4) | $ (48.4) |
MCPS | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Accumulation of yield on preferred stock | $ (16.1) | $ (48.4) | ||
Antidilutive securities excluded | 62,900 | 62,900 | ||
MCPS | Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded | 22,600 | |||
MCPS | Restricted Stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded | 5,200 | |||
MCPS | Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded | 62,900 |
Segment financial information -
Segment financial information - reportable segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Information by reportable segment | ||||
Net sales | $ 1,834.3 | $ 1,605 | $ 5,478.5 | $ 4,602.7 |
Adjusted EBITDA | 359.2 | 285.6 | 1,088.9 | 821.7 |
Corporate | ||||
Information by reportable segment | ||||
Adjusted EBITDA | (42.1) | (37.3) | (122) | (104.5) |
Americas | ||||
Information by reportable segment | ||||
Net sales | 1,045 | 950.5 | 3,149.9 | 2,707.1 |
Adjusted EBITDA | 236.3 | 203.6 | 740 | 591 |
Europe | ||||
Information by reportable segment | ||||
Net sales | 674.7 | 562.1 | 1,991.1 | 1,627.1 |
Adjusted EBITDA | 135.5 | 98.4 | 390.4 | 278.4 |
AMEA | ||||
Information by reportable segment | ||||
Net sales | 114.6 | 92.4 | 337.5 | 268.5 |
Adjusted EBITDA | $ 29.5 | $ 20.9 | $ 80.5 | $ 56.8 |
Segment financial information_2
Segment financial information - reconciliation of segment profitability measure (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reconciliation of Adjusted EBITDA from net income or loss | ||||
Net income (loss) | $ 156.8 | $ (42.2) | $ 478.6 | $ 65 |
Interest expense | 54.1 | 65.2 | 156.6 | 251.8 |
Income tax (expense) benefit | 29.7 | (65.6) | 134.4 | (29.4) |
Depreciation and amortization | 100 | 99.1 | 275.1 | 293.4 |
Loss on extinguishment of debt | 0 | 226.4 | 8.4 | 226.4 |
Net foreign currency gain (loss) from financing activities | (0.8) | (4.1) | 1.2 | (4.3) |
Other stock-based compensation expense | 1.6 | 0.6 | 2.9 | 0.6 |
Acquisition related expenses | 3.2 | 0 | 27.8 | 0 |
Integration-related expenses | 7.9 | 3.9 | 8.4 | 11.5 |
Purchase accounting adjustments | 6.3 | 0 | 6.3 | 0 |
Restructuring and severance charges | 0.4 | 2.3 | 2.2 | 6.7 |
Receipt of disgorgement penalty | 0 | 0 | (13) | 0 |
Adjusted EBITDA | $ 359.2 | $ 285.6 | $ 1,088.9 | $ 821.7 |
Segment financial information_3
Segment financial information - product lines (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation by product line | ||||
Net sales | $ 1,834.3 | $ 1,605 | $ 5,478.5 | $ 4,602.7 |
Proprietary materials & consumables | ||||
Disaggregation by product line | ||||
Net sales | 651.2 | 518.5 | 1,847.2 | 1,480.7 |
Third party materials & consumables | ||||
Disaggregation by product line | ||||
Net sales | 712.2 | 655.3 | 2,210 | 1,934.6 |
Services & specialty procurement | ||||
Disaggregation by product line | ||||
Net sales | 226.5 | 210.8 | 678.5 | 583.5 |
Equipment & instrumentation | ||||
Disaggregation by product line | ||||
Net sales | $ 244.4 | $ 220.4 | $ 742.8 | $ 603.9 |
Supplemental disclosures of c_3
Supplemental disclosures of cash flow information (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components and classification of cash, restricted cash and equivalents | ||||
Cash and cash equivalents | $ 1,426.1 | $ 286.6 | ||
Restricted cash classified as other assets | 25.7 | 2.6 | ||
Total | 1,451.8 | $ 373.1 | $ 289.2 | $ 189.3 |
Cash flows from operating activities: | ||||
Cash paid for income taxes, net | 130.2 | 32 | ||
Cash paid for interest, excluding financing leases | 154.3 | 248.7 | ||
Cash paid under operating leases | 32.4 | 31.7 | ||
Cash paid for interest on finance leases | 3.8 | 3.9 | ||
Cash flows from financing activities: | ||||
Cash paid under finance leases | 3.5 | 3.3 | ||
Non-cash investing and financing activities | ||||
Preliminary fair value of acquisition contingent consideration | 35.6 | 0 | ||
Accrued but unpaid dividends on MCPS | $ 8.1 | $ 8.1 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Components of inventory | ||
Merchandise inventory | $ 496.7 | $ 463 |
Finished goods | 137.4 | 115.9 |
Raw materials | 162.9 | 123.2 |
Work in process | 47 | 37.5 |
Total | $ 844 | $ 739.6 |
Other intangible assets (Detail
Other intangible assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-lived | ||
Gross value | $ 5,509 | $ 5,162.7 |
Accumulated amortization | 1,395.7 | 1,206.2 |
Carrying value | 4,113.3 | 3,956.5 |
Indefinite-lived | 92.3 | 92.3 |
Total | 4,205.6 | 4,048.8 |
Customer relationships | ||
Finite-lived | ||
Gross value | 4,960.5 | 4,701.6 |
Accumulated amortization | 1,060.9 | 894.9 |
Carrying value | 3,899.6 | 3,806.7 |
VWR trade name | ||
Finite-lived | ||
Gross value | 269.6 | 275.7 |
Accumulated amortization | 189.9 | 184.3 |
Carrying value | 79.7 | 91.4 |
Other | ||
Finite-lived | ||
Gross value | 278.9 | 185.4 |
Accumulated amortization | 144.9 | 127 |
Carrying value | $ 134 | $ 58.4 |
Commitments and contingencies (
Commitments and contingencies (Details) - Environmental remediation $ in Millions | Sep. 30, 2021USD ($) |
Phillipsburg, New Jersey | |
Commitments and contingencies | |
Accrued environmental loss | $ 3.5 |
Accrued environmental loss, gross | $ 4.2 |
Phillipsburg, New Jersey | Minimum | |
Commitments and contingencies | |
Accrued environmental loss, discount rate | 0.00% |
Phillipsburg, New Jersey | Maximum | |
Commitments and contingencies | |
Accrued environmental loss, discount rate | 2.10% |
Gliwice, Poland | |
Commitments and contingencies | |
Accrued environmental loss | $ 3.2 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total debt, gross | $ 5,667.4 | $ 4,972.2 |
Less: unamortized deferred financing costs | (80.6) | (78.3) |
Total debt | 5,586.8 | 4,893.9 |
Current portion of debt | 37 | 26.4 |
Debt, net of current portion | 5,549.8 | 4,867.5 |
Capacity | 815 | |
Undrawn letters of credit outstanding | (10.8) | |
Outstanding borrowings | 0 | |
Unused availability | 804.2 | |
Maximum availability | $ 815 | |
Receivables facility | ||
Debt Instrument [Line Items] | ||
Interest terms | 0.90% | |
Rate | 0.98% | |
Total debt, gross | $ 0 | 0 |
Capacity | 300 | |
Undrawn letters of credit outstanding | (9.2) | |
Outstanding borrowings | 0 | |
Unused availability | 290.8 | |
Maximum availability | 300 | |
Amount pledged as collateral | 497.3 | |
Senior secured credit facilities: | Multi-currency revolving loan facility | ||
Debt Instrument [Line Items] | ||
Capacity | 515 | |
Undrawn letters of credit outstanding | (1.6) | |
Outstanding borrowings | 0 | |
Unused availability | 513.4 | |
Maximum availability | $ 515 | |
Senior secured credit facilities: | Term loans | Euro | ||
Debt Instrument [Line Items] | ||
Interest terms | 2.25% | |
Rate | 2.25% | |
Total debt, gross | $ 212.3 | 344.8 |
Senior secured credit facilities: | Term loans | U.S. dollars | ||
Debt Instrument [Line Items] | ||
Interest terms | 2.00% | |
Rate | 2.50% | |
Total debt, gross | $ 356.4 | 546.7 |
Senior secured credit facilities: | 2.25% EURO Term Loan | Euro | ||
Debt Instrument [Line Items] | ||
Interest terms | 2.25% | |
Rate | 2.25% | |
Total debt, gross | $ 375.2 | 0 |
Senior secured credit facilities: | 2.75% EURO Term Loan | Euro | ||
Debt Instrument [Line Items] | ||
Interest terms | 2.75% | |
Rate | 2.75% | |
Total debt, gross | $ 698.6 | 0 |
Senior secured credit facilities: | 2.25% USD Term Loan | U.S. dollars | ||
Debt Instrument [Line Items] | ||
Interest terms | 2.25% | |
Rate | 2.75% | |
Total debt, gross | $ 1,169.1 | 1,175 |
Notes | 2.625% secured notes | ||
Debt Instrument [Line Items] | ||
Rate | 2.625% | |
Total debt, gross | $ 752.5 | 795 |
Notes | 3.875% unsecured notes | ||
Debt Instrument [Line Items] | ||
Rate | 3.875% | |
Total debt, gross | $ 463 | 489.2 |
Notes | 4.625 % unsecured notes | ||
Debt Instrument [Line Items] | ||
Rate | 4.625% | |
Total debt, gross | $ 1,550 | 1,550 |
Finance lease liabilities | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 72 | 71.5 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 18.3 | $ 0 |
Debt - other information (Detai
Debt - other information (Details) € in Millions | Sep. 07, 2021USD ($) | Jun. 10, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jul. 07, 2021 | Jun. 10, 2021EUR (€) |
Information about debt | ||||||||||
Loss on extinguishment of debt | $ 0 | $ 226,400,000 | $ 8,400,000 | $ 226,400,000 | ||||||
Amortization of deferred financing costs | $ 11,700,000 | $ 19,000,000 | ||||||||
Senior Notes, 3.875%, Due November 2029 | Masterflex bioprocessing | ||||||||||
Information about debt | ||||||||||
Interest rate | 3.875% | |||||||||
Debt instrument, face amount | $ 800,000,000 | |||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||
2.25% USD Term Loan | Masterflex bioprocessing | ||||||||||
Information about debt | ||||||||||
Debt instrument, face amount | $ 900,000,000 | |||||||||
Senior secured credit facilities: | Masterflex bioprocessing | ||||||||||
Information about debt | ||||||||||
Debt instrument, face amount | $ 2,900,000,000 | |||||||||
Senior secured credit facilities: | Term loans | ||||||||||
Information about debt | ||||||||||
Loss on extinguishment of debt | $ 3,200,000 | $ 5,200,000 | ||||||||
Senior secured credit facilities: | Term loans | U.S. dollars | ||||||||||
Information about debt | ||||||||||
Repayments of debt | 61,900,000 | 124,500,000 | ||||||||
Senior secured credit facilities: | Term loans | U.S. dollars | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||
Information about debt | ||||||||||
Interest rate | 1.00% | 1.00% | 0.50% | |||||||
Senior secured credit facilities: | Term loans | Euro | ||||||||||
Information about debt | ||||||||||
Repayments of debt | $ 39,100,000 | $ 77,600,000 | ||||||||
Amortization of deferred financing costs | $ 20,100,000 | $ 2,400,000 | ||||||||
Senior secured credit facilities: | 2.25% EURO Term Loan | Euro | ||||||||||
Information about debt | ||||||||||
Debt instrument, face amount | € | € 396.5 | |||||||||
Senior secured credit facilities: | 2.75% EURO Term Loan | Euro | ||||||||||
Information about debt | ||||||||||
Debt instrument, face amount | € | € 738.1 | |||||||||
Receivables facility | ||||||||||
Information about debt | ||||||||||
Amount pledged as collateral | $ 497,300,000 | $ 497,300,000 |
Accumulated other comprehensi_3
Accumulated other comprehensive income or loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Changes in AOCI, net of tax | ||||
Beginning balance | $ 1.4 | $ (108.8) | $ 21.7 | $ (85.9) |
Unrealized gain (loss) | (37.6) | 54.8 | (56.2) | 33.2 |
Reclassification of (gain) loss into earnings | 0.9 | (0.8) | 3 | (1.8) |
Income tax effect | (2.8) | 0.1 | (6.6) | (0.2) |
Ending balance | (38.1) | (54.7) | (38.1) | (54.7) |
Foreign currency translation | ||||
Changes in AOCI, net of tax | ||||
Beginning balance | 31.1 | (86.4) | 51.8 | (62.3) |
Unrealized gain (loss) | (38.2) | 55.1 | (55.2) | 31 |
Reclassification of (gain) loss into earnings | 0 | 0 | 0 | 0 |
Income tax effect | (2.6) | 0 | (6.3) | 0 |
Ending balance | (9.7) | (31.3) | (9.7) | (31.3) |
Derivative instruments | ||||
Changes in AOCI, net of tax | ||||
Beginning balance | (1) | 0.6 | (1) | (0.5) |
Unrealized gain (loss) | 0 | 0.3 | (2) | 2.6 |
Reclassification of (gain) loss into earnings | 0.9 | (0.7) | 3 | (1.5) |
Income tax effect | (0.2) | 0.1 | (0.3) | (0.3) |
Ending balance | (0.3) | 0.3 | (0.3) | 0.3 |
Defined benefit plans | ||||
Changes in AOCI, net of tax | ||||
Beginning balance | (28.7) | (23) | (29.1) | (23.1) |
Unrealized gain (loss) | 0.6 | (0.6) | 1 | (0.4) |
Reclassification of (gain) loss into earnings | 0 | (0.1) | 0 | (0.3) |
Income tax effect | 0 | 0 | 0 | 0.1 |
Ending balance | $ (28.1) | $ (23.7) | $ (28.1) | $ (23.7) |
Stock-based compensation - expe
Stock-based compensation - expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other information about options outstanding | ||||
Expense | $ 13.5 | $ 11.4 | $ 37 | $ 31.4 |
Equity | ||||
Other information about options outstanding | ||||
Expense | 11.9 | 10.6 | 34.2 | 30.1 |
Liability | ||||
Other information about options outstanding | ||||
Expense | 1.6 | 0.8 | 2.8 | 1.3 |
Stock options | ||||
Other information about options outstanding | ||||
Expense | 4.8 | 4.2 | 14 | 12.6 |
RSUs | ||||
Other information about options outstanding | ||||
Expense | 6.5 | 6 | 18.7 | 16.4 |
Optionholder awards | ||||
Other information about options outstanding | ||||
Expense | 0 | 0.2 | 0 | 0.6 |
Other | ||||
Other information about options outstanding | ||||
Expense | $ 2.2 | $ 1 | $ 4.3 | $ 1.8 |
Stock-based compensation - stoc
Stock-based compensation - stock option rollforward information (Details) - Common stock - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 9 Months Ended |
Sep. 30, 2021 | |
Number of options outstanding | |
Beginning balance (in shares) | 20 |
Granted (in shares) | 1.5 |
Exercised (in shares) | (4.2) |
Forfeited (in shares) | (0.6) |
Ending balance (in shares) | 16.7 |
Weighted average exercise price per outstanding option | |
Beginning balance (in dollars per share) | $ 18.80 |
Granted (in dollars per share) | 27.71 |
Exercised (in dollars per share) | 17.79 |
Forfeited (in dollars per share) | 19.08 |
Ending balance (in dollars per share) | $ 19.82 |
Other information about options outstanding | |
Aggregate intrinsic value | $ 404.1 |
Weighted average remaining term | 7 years 2 months 12 days |
Information about options expected to vest and exercisable | |
Options expected to vest, number (in shares) | 7.7 |
Options expected to vest, weighted average exercise price per option (in dollars per share) | $ 20.29 |
Options expected to vest, aggregate intrinsic value | $ 183.3 |
Options expected to vest, weighted average remaining term | 8 years 2 months 12 days |
Options exercisable, number (in shares) | 9 |
Options exercisable, weighted average exercise price per option (in dollars per share) | $ 19.41 |
Options exercisable, aggregate intrinsic value | $ 220.8 |
Options exercisable, weighted average remaining term | 6 years 4 months 24 days |
Stock-based compensation - non-
Stock-based compensation - non-option award rollforward (Details) - RSUs shares in Millions | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of awards | |
Beginning balance (in shares) | shares | 4.9 |
Granted (in shares) | shares | 1.1 |
Vested (in shares) | shares | (1.1) |
Forfeited (in shares) | shares | (0.5) |
Ending balance (in shares) | shares | 4.4 |
Weighted average grant date fair value per award | |
Beginning balance (in dollars per share) | $ / shares | $ 15.31 |
Granted (in dollars per share) | $ / shares | 29.30 |
Vested (in dollars per share) | $ / shares | 14.86 |
Forfeited (in dollars per share) | $ / shares | 18.09 |
Ending balance (in dollars per share) | $ / shares | $ 19.30 |
Minimum | |
Weighted average grant date fair value per award | |
Award vesting period (in years) | 3 years |
Maximum | |
Weighted average grant date fair value per award | |
Award vesting period (in years) | 4 years |
Stock-based compensation - othe
Stock-based compensation - other information (Details) shares in Millions, $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Other information about options outstanding | |
Remaining expense to be recognized | $ | $ 87.5 |
Weighted average period over which remaining expense will be recognized (in years) | 1 year 8 months 12 days |
Shares available for future issuance (in shares) | shares | 10.8 |
Stock options | |
Other information about options outstanding | |
Contractual life (in years) | 10 years |
Minimum | RSUs | |
Other information about options outstanding | |
Award vesting period (in years) | 3 years |
Maximum | Stock options | |
Other information about options outstanding | |
Award vesting period (in years) | 4 years |
Maximum | RSUs | |
Other information about options outstanding | |
Award vesting period (in years) | 4 years |
Other income or expense, net (D
Other income or expense, net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | ||||
Net foreign currency gain (loss) from financing activities | $ 0.8 | $ 4.1 | $ (1.2) | $ 4.3 |
Income related to defined benefit plans | 2.6 | 2.4 | 7.6 | 7 |
Other income | 0 | 0.1 | 13.4 | 0.3 |
Other income, net | $ 3.4 | $ 6.6 | $ 19.8 | $ 11.6 |
Other income or expense (Detail
Other income or expense (Details) - Other - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Disgorgement penalty receipt | $ 0 | $ 0 | $ 13 | $ 0 |
Goldman Sachs | ||||
Related Party Transaction [Line Items] | ||||
Disgorgement penalty receipt | $ 13 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income taxes | $ 186.5 | $ (107.8) | $ 613 | $ 35.6 |
Income tax (expense) benefit | $ (29.7) | $ 65.6 | $ (134.4) | $ 29.4 |
Effective income tax rate | 15.90% | (60.90%) | 21.90% | (82.60%) |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Details) - Designated as Hedging Instrument - 3.875% unsecured notes € in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Foreign Exchange Contract | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivative liability | € | € 400 | ||||||
Rate | 3.875% | 3.875% | |||||
Foreign currency denominated debt | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Accumulated loss related to the foreign currency denominated debt designated as net investment hedges | $ 11.4 | $ 37.6 | |||||
Foreign currency denominated debt | Net Investment Hedging | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Gain related to the foreign currency denominated debt designated as net investment hedges | $ 11 | $ 17.7 | $ 26.2 | $ 17.7 |
Financial instruments and fai_3
Financial instruments and fair value measurements (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | $ 5,667.4 | $ 4,972.2 |
Fair value | 5,780.2 | 5,124.2 |
Receivables facility | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 0 | 0 |
Fair value | 0 | 0 |
Senior secured credit facilities: | Term loans | Euro | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 212.3 | 344.8 |
Fair value | 212.3 | 346.5 |
Senior secured credit facilities: | Term loans | U.S. dollars | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 356.4 | 546.7 |
Fair value | 351.9 | 548.1 |
Senior secured credit facilities: | 2.25% EURO Term Loan | Euro | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 375.2 | 0 |
Fair value | 375.5 | 0 |
Senior secured credit facilities: | 2.75% EURO Term Loan | Euro | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 698.6 | 0 |
Fair value | 698.6 | 0 |
Senior secured credit facilities: | 2.25% USD Term Loan | U.S. dollars | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 1,169.1 | 1,175 |
Fair value | 1,161.1 | 1,178.7 |
Notes | 2.625% secured notes | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 752.5 | 795 |
Fair value | 770.4 | 815.7 |
Notes | 3.875% unsecured notes | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 463 | 489.2 |
Fair value | 484.7 | 515 |
Notes | 4.625 % unsecured notes | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 1,550 | 1,550 |
Fair value | 1,635.5 | 1,648.7 |
Finance lease liabilities | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 72 | 71.5 |
Fair value | 72 | 71.5 |
Other Debt | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Carrying value | 18.3 | 0 |
Fair value | $ 18.2 | $ 0 |
Financial instruments and fai_4
Financial instruments and fair value measurements - recurring measurements with significant unobservable inputs (Details) - Contingent Consideration - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Changes to contingent consideration liabilities. | ||
Beginning balance | $ 0 | $ 0 |
Acquisitions | 35.6 | 0 |
Changes to estimated fair value | 0 | 0 |
Cash payments | 0 | 0 |
Currency translation | (1.8) | 0 |
Ending balance | $ 33.8 | $ 0 |
Nature of operations and pres_2
Nature of operations and presentation of financial statements - Secondary equity offering (Details) - Secondary Offering - Common Stock $ / shares in Units, shares in Thousands, $ in Millions | Sep. 15, 2021USD ($)$ / sharesshares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Stock issued in the period (in shares) | shares | 23,810 |
Price per share (in dollars per share) | $ / shares | $ 42 |
Proceeds from stock offering | $ 967 |
Stock issuance costs | $ 33 |
Nature of operations and pres_3
Nature of operations and presentation of financial statements - definitive agreement (Details) - Masterflex bioprocessing - Forecast $ in Millions | Nov. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Preliminary purchase price | $ 2,900 |
Business acquisition, purchase price, net of tax benefits | $ 2,700 |
Nature of operations and pres_4
Nature of operations and presentation of financial statements - immaterial error (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Information by reportable segment | ||||
Net sales | $ 1,834.3 | $ 1,605 | $ 5,478.5 | $ 4,602.7 |
Inventory | (56.9) | 117.8 | 56.9 | |
Provision for accounts receivable and inventory | 54.9 | 33.5 | 54.9 | |
Proprietary materials & consumables | ||||
Information by reportable segment | ||||
Net sales | 651.2 | 518.5 | 1,847.2 | 1,480.7 |
Third party materials & consumables | ||||
Information by reportable segment | ||||
Net sales | 712.2 | 655.3 | 2,210 | 1,934.6 |
Services & specialty procurement | ||||
Information by reportable segment | ||||
Net sales | 226.5 | 210.8 | 678.5 | 583.5 |
Equipment & instrumentation | ||||
Information by reportable segment | ||||
Net sales | $ 244.4 | 220.4 | $ 742.8 | 603.9 |
Previously Reported | ||||
Information by reportable segment | ||||
Net sales | 1,605 | 4,602.7 | ||
Inventory | (33.5) | |||
Provision for accounts receivable and inventory | 31.5 | |||
Previously Reported | Proprietary materials & consumables | ||||
Information by reportable segment | ||||
Net sales | 562.2 | 1,654.3 | ||
Previously Reported | Third party materials & consumables | ||||
Information by reportable segment | ||||
Net sales | 610 | 1,764.1 | ||
Previously Reported | Services & specialty procurement | ||||
Information by reportable segment | ||||
Net sales | 215.4 | 580 | ||
Previously Reported | Equipment & instrumentation | ||||
Information by reportable segment | ||||
Net sales | 217.4 | 604.3 | ||
Adjustment | ||||
Information by reportable segment | ||||
Net sales | 0 | 0 | ||
Inventory | 23.4 | |||
Provision for accounts receivable and inventory | 23.4 | |||
Adjustment | Proprietary materials & consumables | ||||
Information by reportable segment | ||||
Net sales | (43.7) | (173.6) | ||
Adjustment | Third party materials & consumables | ||||
Information by reportable segment | ||||
Net sales | 45.3 | 170.5 | ||
Adjustment | Services & specialty procurement | ||||
Information by reportable segment | ||||
Net sales | (4.6) | 3.5 | ||
Adjustment | Equipment & instrumentation | ||||
Information by reportable segment | ||||
Net sales | $ 3 | $ (0.4) |