COVER
COVER - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40293 | ||
Entity Registrant Name | DIVERSEY HOLDINGS, LTD. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 1300 Altura Road | ||
Entity Address, Address Line Two | Suite 125 | ||
Entity Address, City or Town | Fort Mill | ||
Entity Address, State or Province | SC | ||
Entity Address, Postal Zip Code | 29708 | ||
City Area Code | 803 | ||
Local Phone Number | 746-2200 | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 | ||
Trading Symbol | DSEY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 916,165,382 | ||
Entity Common Stock, Shares Outstanding | 318,639,592 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for the Annual General Meeting of Shareholders to be held May 4, 2022, and to be filed within 120 days after the registrant’s fiscal year ended December 31, 2021 (hereinafter referred to as “Proxy Statement”), are incorporated by reference into Part III. | ||
Entity Central Index Key | 0001831617 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Charlotte, North Carolina |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 207.6 | $ 192.9 |
Trade receivables, net of allowance for doubtful accounts of $23.5 and $28.7 | 414.3 | 342 |
Other receivables | 59.3 | 71 |
Inventories (Note 6) | 337.6 | 282.4 |
Prepaid expenses and other current assets (Note 6) | 69.4 | 62 |
Total current assets | 1,088.2 | 950.3 |
Property and equipment, net (Note 7) | 210.7 | 188.3 |
Goodwill (Note 8) | 471.5 | 467 |
Intangible assets, net (Note 8) | 2,147.3 | 2,311.4 |
Other non-current assets (Note 6) | 382.3 | 369.1 |
Total assets | 4,300 | 4,286.1 |
Current liabilities: | ||
Short-term borrowings (Note 10) | 10.7 | 0.4 |
Current portion of long-term debt (Note 10) | 10.9 | 13.2 |
Accounts payable | 434.3 | 404.6 |
Accrued restructuring costs (Note 19) | 16.7 | 26.3 |
Other current liabilities (Note 6) | 384.5 | 512.4 |
Total current liabilities | 857.1 | 956.9 |
Long-term debt, less current portion (Note 10) | 1,973 | 2,686.7 |
Preferred equity certificates (Note 11) | 0 | 641.7 |
Deferred taxes (Note 15) | 164.3 | 181.1 |
Other non-current liabilities (Note 6) | 520 | 328.3 |
Total liabilities | 3,514.4 | 4,794.7 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share, 0 and 243,163,947 shares authorized and outstanding in 2021 and 2020, respectively | 0 | 2.2 |
Ordinary shares, $0.0001 par value per share; 1,000,000,000 and 0 shares authorized, 318,639,592 and 0 shares outstanding in 2021 and 2020, respectively | 0 | 2.2 |
Preferred shares, $0.0001 par value per share, 200,000,000 and 0 shares authorized, 0 and 0 shares outstanding in 2021 and 2020, respectively | 0 | 0 |
Additional paid-in capital | 1,662.7 | 247.2 |
Accumulated deficit | (720.1) | (545.3) |
Accumulated other comprehensive loss (Note 20) | (157) | (212.7) |
Total stockholders' equity | 785.6 | (508.6) |
Total liabilities and stockholders' equity | $ 4,300 | $ 4,286.1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 23.5 | $ 28.7 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 243,163,947 |
Common stock, shares outstanding | 318,639,592 | 243,163,947 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 2,618.9 | $ 2,629.2 | $ 2,623.9 |
Cost of sales | 1,603.4 | 1,559.4 | 1,522.1 |
Gross profit | 1,015.5 | 1,069.8 | 1,101.8 |
Selling, general and administrative expenses | 828.3 | 835.7 | 858.6 |
Transition and transformation costs | 52.3 | 42.5 | 52.8 |
Management fee (Note 17) | 19.4 | 7.5 | 7.5 |
Amortization of intangible assets | 96.7 | 98.2 | 93.7 |
Restructuring and exit costs (Note 19) | 27.4 | 25.6 | 19.8 |
Merger and acquisition-related costs | 1.2 | 1 | 0.3 |
Operating income (loss) | (9.8) | 59.3 | 69.1 |
Interest expense | 126.3 | 127.7 | 141 |
Gain on sale of business and investments (Note 5) | 0 | 0 | (13) |
Foreign currency (gain) loss related to Argentina subsidiaries | (2.1) | 1.6 | 11.4 |
Loss on extinguishment of debt | 15.6 | 0 | 0 |
Other (income) expense, net (Note 6) | (0.1) | (40.7) | 6 |
Loss before income tax provision | (149.5) | (29.3) | (76.3) |
Income tax provision (Note 15) | 25.3 | 9.2 | 32.7 |
Net loss | $ (174.8) | $ (38.5) | $ (109) |
Basic loss per share (usd per share) | $ (0.60) | $ (0.16) | $ (0.45) |
Diluted loss per share (usd per share) | $ (0.60) | $ (0.16) | $ (0.45) |
Basic weighted average shares outstanding (in shares) | 290.4 | 243.2 | 243.2 |
Diluted weighted average shares outstanding (in shares) | 290.4 | 243.2 | 243.2 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (174.8) | $ (38.5) | $ (109) |
Other comprehensive (loss) income: | |||
Pension plans and post-employment benefits, net of taxes of $(10.8), $13.9 and $(1.7) | 36 | (29) | (2.7) |
Hedging activities, net of taxes of $(3.4), $6.3 and $(2.0) | 13.3 | (19.8) | 3.2 |
Foreign currency translation adjustments | 6.4 | (99.4) | 29.8 |
Other comprehensive (loss) income | 55.7 | (148.2) | 30.3 |
Comprehensive loss | $ (119.1) | $ (186.7) | $ (78.7) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Pension plans and post-employment benefits, taxes | $ (10.8) | $ 13.9 | $ (1.7) |
Cash flow hedging activities, taxes | $ (3.4) | $ 6.3 | $ (2) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | IPO | Adoption of new accounting standard Topic ASC 326 | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Accumulated Deficit | Accumulated DeficitAdoption of new accounting standard Topic ASC 326 | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2018 | $ (356.9) | $ 1.1 | $ 128.9 | $ (392.1) | $ (94.8) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adoption of new accounting standard Topic ASC 326 | Accounting Standards Update 2016-13 [Member] | ||||||||
Conversion of preferred equity certificates to equity | $ 114.3 | 1.1 | 113.2 | ||||||
Equity redemptions | (1.3) | (1.3) | |||||||
Share based compensation | 1.4 | 1.4 | |||||||
Pension plans and post-employment benefits | (2.7) | (2.7) | |||||||
Cash flow hedging activities, net of tax | 3.2 | 3.2 | |||||||
Foreign currency translation adjustments | 29.8 | 29.8 | |||||||
Net loss | (109) | (109) | |||||||
Balance at Dec. 31, 2019 | (321.2) | $ (5.7) | 2.2 | 242.2 | (501.1) | $ (5.7) | (64.5) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity contributions | 5 | 5 | |||||||
Pension plans and post-employment benefits | (29) | (29) | |||||||
Cash flow hedging activities, net of tax | (19.8) | (19.8) | |||||||
Foreign currency translation adjustments | (99.4) | (99.4) | |||||||
Net loss | (38.5) | (38.5) | |||||||
Balance at Dec. 31, 2020 | (508.6) | 2.2 | 247.2 | (545.3) | (212.7) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Effect of reorganization transactions | (41.8) | (2.2) | (39.6) | ||||||
Issuance of ordinary shares sold in IPO, net of offering costs | 214.4 | $ 725.7 | 214.4 | $ 725.7 | |||||
Exchange of preferred equity certificates for ordinary shares | 620.9 | 620.9 | |||||||
Modification of share-based awards | 68.1 | 68.1 | |||||||
Share based compensation | 81.7 | 81.7 | |||||||
Tax receivable agreement | (255.7) | (255.7) | |||||||
Pension plans and post-employment benefits | 36 | 36 | |||||||
Cash flow hedging activities, net of tax | 13.3 | 13.3 | |||||||
Foreign currency translation adjustments | 6.4 | 6.4 | |||||||
Net loss | (174.8) | (174.8) | |||||||
Balance at Dec. 31, 2021 | $ 785.6 | $ 0 | $ 1,662.7 | $ (720.1) | $ (157) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating activities: | ||||
Net loss | $ (174.8) | $ (38.5) | $ (109) | |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 187.5 | 195.6 | 185.5 | |
Amortization of deferred financing costs and original issue discount | 27.3 | 11.3 | 10.5 | |
Amortization of fair value step up of acquired inventory | 0 | 0 | 1.9 | |
Loss on extinguishment of debt | 15.6 | 0 | 0 | |
(Gain) loss on cash flow hedges | 4.1 | (3.2) | (0.7) | |
Deferred taxes | (25.3) | (28.8) | (29.6) | |
Unrealized foreign exchange (gain) loss | 12.9 | (25.1) | 10.8 | |
Share-based compensation | 81.7 | 67.5 | 3 | |
Impact of highly inflationary economy - Argentina | (2.1) | 1.6 | 11.4 | |
Provision for (recovery of) bad debts | (1.2) | 11.1 | 4.9 | |
Provision for slow moving inventory | 12 | 13.4 | 4.1 | |
Non-cash pension benefit | (15.7) | (12.9) | (8.8) | |
Non-cash restructuring and exit costs | 16.1 | 0 | 0 | |
(Gain) loss on sale of property and equipment | (3.4) | (0.6) | 0.1 | |
Gain on sale of investment in Virox | 0 | 0 | (13) | |
Interest expense on preferred equity certificates | 0 | 0 | 4.9 | |
Increase (Decrease) in Operating Capital [Abstract] | ||||
Trade receivables, net | (126.8) | 17 | (83) | |
Inventories, net | (69.6) | (70.4) | 12.7 | |
Accounts payable | 41.8 | (33.5) | 0 | |
Income taxes, net | 3.8 | (34) | (0.7) | |
Other assets and liabilities, net | (72.6) | 32.5 | 16.8 | |
Cash provided by (used in) operating activities | (88.7) | 103 | 21.8 | |
Investing activities: | ||||
Business acquired in purchase transactions, net of cash acquired | (56.3) | (51.2) | 0 | |
Acquisition of intellectual property | (3) | 0 | (6.3) | |
Proceeds from sale of property and equipment and other assets | 4 | 0.5 | 3.3 | |
Dosing and dispensing equipment | (64.6) | (45.6) | (93.4) | |
Capital expenditures | (54.6) | (41.4) | (29) | |
Collection of deferred factored receivables | 40.1 | 66.9 | 80.8 | |
Cash used in investing activities | (134.4) | (70.8) | (44.6) | |
Financing activities: | ||||
Payments on preferred equity certificates | 0 | 0 | (4.5) | |
Contingent consideration payments | (3.2) | (5.4) | (3.8) | |
Proceeds (payments)/from short-term borrowings | 11.8 | (0.4) | (6.2) | |
Proceeds from revolving credit facility | 140 | 90 | 352.5 | |
Payments on revolving credit facility | (140) | (210) | (241.5) | |
Proceeds from long-term borrowings | 2,000 | 169 | 0 | |
Payments on long-term borrowings | (2,668.8) | (22.9) | (21.3) | |
Payment of deferred financing costs and original issue discount | (35.1) | (1.7) | 0 | |
Payment of bond redemption premium | (7.6) | 0 | 0 | |
Issuance of ordinary shares sold in IPO, net of offering costs | 725.7 | 0 | 0 | |
Issuance of additional ordinary shares, net of offering costs | 214.4 | 0 | 0 | |
Equity contributions | 0 | 5 | 0 | |
Equity redemptions | 0 | 0 | (1.3) | |
Cash provided by financing activities | 237.2 | 23.6 | 73.9 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (7.6) | 3.6 | 0.7 | |
Increase in cash, cash equivalents and restricted cash | 6.5 | 59.4 | 51.8 | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 201.7 | 142.3 | 90.5 |
Cash, cash equivalents and restricted cash at end of period | [1] | 208.2 | 201.7 | 142.3 |
Supplemental Cash Flow Information: | ||||
Interest payments | 111.9 | 117.1 | 126.6 | |
Income tax payments | 48.1 | 56.4 | 43.4 | |
Non-cash conversion of preferred equity certificates to equity | 620.9 | 0 | 114.3 | |
Beneficial interest obtained in exchange for factored receivables | $ 25.6 | $ 65.7 | $ 86.6 | |
[1] | Restricted cash was $0.6 million, $8.8 million and $14.0 million as of December 31, 2021, December 31, 2020 and December 31, 2019, respectively. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Cash Flows [Abstract] | |||
Restricted cash | $ 0.6 | $ 8.8 | $ 14 |
GENERAL AND DESCRIPTION OF BUSI
GENERAL AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL AND DESCRIPTION OF BUSINESS | GENERAL AND DESCRIPTION OF BUSINESS Diversey Holdings, Ltd. (hereafter the "Company", “we”, “us”, and “our”) is a leading provider of hygiene, infection prevention and cleaning solutions. We develop mission-critical products, services and technologies that save lives and protect our environment. We are an exempted company incorporated under the laws of the Cayman Islands with limited liability, on November 3, 2020, for the purpose of completing a public offering and related transactions and in order to carry on the business of our indirect wholly-owned operating subsidiaries. On March 29, 2021, we completed an initial public offering of 46,153,846 Ordinary Shares at a public offering price of $15.00 per Ordinary Share, receiving $654.3 million in net proceeds, after deducting the underwriting discount and offering expenses. On April 9, 2021, we issued and sold an additional 5,000,000 Ordinary Shares pursuant to the underwriters' partial exercise of their option to purchase additional shares, receiving an incremental $71.4 million in net proceeds, after deducting the underwriting discount and offering expenses. Our Ordinary Shares trade on The Nasdaq Global Select Market under the ticker symbol "DSEY". On November 15, 2021, we issued and sold 15,000,000 Ordinary Shares at a public offering price of $15.00 per Ordinary Share, receiving $214.4 million in net proceeds, after deducting the underwriting discount and offering expenses. Prior to the formation of Diversey Holdings, Ltd., the organizational structure consisted of Constellation (BC) 2 S.à r.l ("Constellation"), which was incorporated on June 30, 2017, and organized under the laws of Luxembourg as a Société à Responsabilité Limitée for an unlimited period under the direction of Bain Capital, LP (“Bain Capital”). Diamond (BC) B.V., an indirect wholly-owned subsidiary of Constellation, was formed on March 15, 2017 for the purpose of consummating the acquisition of the Diversey Care division and the food hygiene and cleaning business of Sealed Air Corporation (“Sealed Air”) (together, the “Diversey Business”), including certain assets and all the capital stock of certain entities engaged in the Diversey Business (the “Diversey Acquisition”), which acquisition closed on September 6, 2017. Prior to closing of the IPO, we effected a series of transactions (the "Reorganization Transactions") pursuant to which: (i) Constellation (BC) PoolCo SCA (“Poolco”), an entity incorporated for the purpose of pooling the interests of our employees, directors and officers in Constellation (BC) S.à r.l (“Topco”), a direct subsidiary of Constellation, repurchased shares from certain equity holders in exchange for a note receivable; (ii) all other equity holders of Poolco contributed their shares of Poolco to Constellation in exchange for new shares of Constellation; and (iii) the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed a portion of their shares of Constellation to the Company, and the equity holders referred to in the foregoing clause (i) contributed a portion of their note receivable to the Company, in each case, in exchange for ordinary shares of the Company (in which the Company withheld a portion of the ordinary shares otherwise issuable solely to the extent necessary to satisfy (y) any outstanding loans owned by such employee equity holders and (z) any tax consequences resulting to the equity holders from the repurchase, and the aggregate fair market value of such withheld ordinary shares will be paid by the Company or a subsidiary thereof to satisfy such tax consequence), and the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed the remaining portion of their shares of Constellation to one of our subsidiaries, and the equity holders referred to in the foregoing clause (i) contributed the remaining portion of their note receivable to one of our subsidiaries, in each case, in exchange for payments to be made under the Tax Receivable Agreement entered into in connection with the IPO and certain other consideration. The Reorganization Transactions resulted in the Company becoming the ultimate parent company of Constellation and its subsidiaries, and Bain Capital and all other equity holders of Constellation and Poolco becoming shareholders of the Company. In order to simplify our corporate structure, we merged or liquidated certain of our wholly-owned subsidiaries, including Constellation, Poolco and Topco, prior to December 31, 2021. The Reorganization Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Nature of Operations We are a leading global provider of high performance hygiene, infection prevention, and cleaning solutions for the Institutional and Food & Beverage markets. In addition, we offer a wide range of value added services, including food safety and application training and consulting, as well as auditing of hygiene and water management. Our Institutional business provides solutions serving end-users such as healthcare facilities, food service providers, retail and grocery outlets, educational institutions, hospitality establishments, and building service contractors. Our Food & Beverage business provides solutions serving manufacturers in the brewing, beverage, dairy, processed foods, pharmaceutical, and agricultural markets. Although our cleaning products represent only a small portion of our customers’ total cleaning costs, they are typically viewed as being non-discretionary because they can have a meaningful impact on the efficacy of food safety, operational excellence, and sustainability. The COVID-19 pandemic has further reinforced the essential nature of our solutions and increased hygiene, infection prevention, and cleaning standards across all markets. The product range of Diversey®-branded solutions includes fully integrated lines of products and dispensing systems for hard surface cleaning, disinfecting and sanitizing, hand washing, deodorizing, mechanical and manual ware washing, hard surface and carpeted floor cleaning systems, cleaning tools and utensils, fabric care for professional laundry applications comprising detergents, stain removers, bleaches and a broad range of dispensing equipment for process control and management information systems. Floor care machines are commercialized under the well-established Taski® brand. We are globally operated with manufacturing facilities, sales centers, administrative offices and warehouses located throughout the world, and we have a global team of approximately 8,700 employees as of December 31, 2021. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATIONOur Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. These consolidated financial statements reflect our financial position, results of operations, cash flows and changes in stockholders' equity in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated. All amounts are in U.S. dollar denominated millions, except per share amounts and unless otherwise noted, and are approximate due to rounding. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements have been included. The accompanying notes are an integral part of the Consolidated Financial Statements. Share-based compensation expense within the prior years' Consolidated Statements of Operations has been reclassified into Selling, general and administrative expenses to conform to the current year presentation, with no impact on net loss or accumulated deficit. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the Consolidated Financial Statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods. These estimates include, among other items, purchase price accounting, assessing the collectability of receivables, the use and recoverability of inventory, the estimation of the fair value of financial instruments, useful lives and recoverability of tangible and intangible assets and impairment of goodwill, assumptions used in our defined benefit pension plans and other post-employment benefit plans, fair value measurement of assets, rebate costs, costs for incentive compensation, the valuation allowance on deferred tax assets and accruals for commitments and contingencies. Management reviews these estimates and assumptions periodically and reflects the effects of any revisions in the Consolidated Financial Statements in the period management determines any revisions to be necessary. Actual results could differ materially from these estimates. Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires the acquired assets, including separately identifiable intangible assets, and assumed liabilities to be recorded as of the acquisition date at their respective fair values. Any excess of the purchase price over the fair value of the assets acquired, including separately identifiable intangible assets, and liabilities assumed is recorded as goodwill. Fair value determination is subject to a significant degree of estimates. We use a measurement period following the acquisition date to gather information that existed as of the acquisition date that is needed to determine the fair value of the assets acquired and liabilities assumed. The measurement period ends once all information is obtained, but no later than one year from the acquisition date. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition. Where appropriate, external advisors are consulted to assist in the determination of fair value. For non-observable market values, fair value has been determined using acceptable valuation principles (e.g., multiple excess earnings and relief from royalty methods) which is considered to be a Level 3 fair value. Refer to Note 13 - Fair Value Measurements and Other Financial Instruments for further information. The results of operations for businesses acquired are included in the financial statements from the acquisition date. Foreign Currency Translation Our reporting currency is the U.S. dollar. In most cases, non-U.S. based subsidiaries use their local currency as the functional currency for their respective business operations. Assets and liabilities of these operations are translated into U.S. dollars at the end of period exchange rates; income and expenses are translated using the average exchange rates for the reporting period. Resulting cumulative translation adjustments are recorded in “Foreign Currency Translation Adjustments” in the Consolidated Statements of Comprehensive Loss. Gains and losses from transactions denominated in foreign currencies other than the functional currency of the respective entity are included in the Consolidated Statements of Operations in Other (income) expense, net. Impact of Inflation and Currency Fluctuations Argentina Economic and political events in Argentina have continued to expose us to heightened levels of foreign currency exchange risk. Accordingly, Argentina has been designated a highly inflationary economy under U.S. GAAP effective July 1, 2018, and the U.S. dollar replaced the Argentine peso as the functional currency for our subsidiaries in Argentina. All peso-denominated monetary assets and liabilities are remeasured into U.S. dollars using the current exchange rate available to us, and any changes in the exchange rate are reflected in foreign currency exchange gain (loss) related to our Argentinian subsidiaries on the Consolidated Statement of Operations. As a result of this designation, we recorded a remeasurement gain of $2.1 million for the year ended December 31, 2021, and remeasurement losses of $1.6 million and $11.4 million for the years ended December 31, 2020 and December 31, 2019, respectively. Financial Instruments We may from time to time use financial instruments, such as cross-currency swaps, interest rate swaps, caps and collars, U.S. Treasury lock agreements and foreign currency exchange forward contracts and options relating to borrowing and trade activities. We may also use these financial instruments from time to time to manage exposure to fluctuations in interest rates and foreign currency exchange rates. We do not purchase, hold or sell derivative financial instruments for trading purposes. We face credit risk if the counterparties to these transactions are unable to perform their obligations. Our policy is to have counterparties to these contracts that are rated at least BBB- by Standard & Poor’s and Baa3 by Moody’s. Derivative instruments are reported at fair value and establish criteria for designation and the effectiveness of transactions entered into for hedging purposes. Before entering into any derivative transaction, we identify the specific financial risk, the appropriate hedging instrument to use to reduce this risk, and the correlation between the financial risk and the hedging instrument. We use forecasts and historical data as the basis for determining the anticipated values of the transactions to be hedged. We do not enter into derivative transactions that do not have a high correlation with the underlying financial risk trying to be reduced. We regularly review hedge positions and the correlation between the transaction risks and the hedging instruments. Derivative instruments are accounted for as hedges of the related underlying risks if we designate these derivative instruments as hedges and the derivative instruments are effective as hedges of recognized assets or liabilities, forecasted transactions, unrecognized firm commitments or forecasted intercompany transactions. We record gains and losses on derivatives qualifying as cash flow hedges in other comprehensive income (loss) to the extent that hedges are effective and until the underlying transactions are recognized as gains or losses in the Consolidated Statements of Operations. Generally, our practice is to terminate derivative transactions if the underlying asset or liability matures, is sold or terminated, or if it is determined that the underlying forecasted transactions are no longer probable of occurring. Any deferred gains or losses associated with derivative instruments are recognized in the Consolidated Statements of Operations over the period in which the income or expense on the underlying hedged transaction was recognized. See Note 12 - Derivatives and Hedging Activities for further information. Revenue Recognition Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from products and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of products or delivery of the equipment. Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date, which corresponds with the transfer of control. See Note 4 - Revenue Recognition for further information. Our sales policies do not provide for general rights of return. We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. We also record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. Shipping and Handling Costs Costs incurred for the transfer and delivery of goods to customers are recorded as a component of cost of sales. Tax Collected from Customers Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from customers, are excluded from net sales. Research and Development Research and development costs, which consist primarily of employee related costs, are expensed as incurred, and were $33.4 million, $32.2 million and $41.2 million for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. Costs incurred are recorded as a component of Selling, general and administrative expenses within the Consolidated Statements of Operations. Share-Based Compensation Share-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period. See Note 18—Share-based Compensation for further information. Restructuring and Exit Costs The Company’s restructuring and exit activities are associated with a series of strategic initiatives aimed at maintaining a competitive cost structure, workforce optimization and further refinement of our business model and our strategy of selling solutions to customers. Restructuring and exit charges incurred in connection with these activities consist of employee termination benefits (one-time arrangements and benefits attributable to prior service), termination of contractual obligations, non-cash asset charges and other direct incremental costs. Restructuring and exit charges are recorded separately on the Consolidated Statements of Operations. Other charges associated with restructuring are recorded within Transition and transformation costs on the Consolidated Statements of Operations. See Note 19—Restructuring and Exit Activities for further information. Earnings per Share Basic earnings per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if commitments to issue ordinary shares were exercised or equity awards vested resulting in the issuance of ordinary shares that could share in the earnings of the Company. See Note 22 - Earnings Per Share for further information. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. We do not provide for income taxes on undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested. Where we do not intend to indefinitely reinvest earnings of foreign subsidiaries, we provide for income taxes and foreign withholding taxes, where applicable, on undistributed earnings. We recognize the benefit of an income tax position only if it is “more likely than not” that the tax position will be sustained. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized. Additionally, we recognize interest and penalties accrued related to unrecognized tax benefits as a component of provision (benefit) for taxes on income. Cash and Cash Equivalents We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Our policy is to invest cash in excess of short-term operating and debt service requirements in cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short-term maturity of the instruments. Our policy is to transact with counterparties that are rated at least A- by Standard & Poor’s and A3 by Moody’s. Some of our operations are located in countries that are rated below A- or A3. In this case, we try to minimize our risk by holding cash and cash equivalents at financial institutions with which we have existing global relationships whenever possible, diversifying counterparty exposures and minimizing the amount held by each counterparty and within the country in total. Restricted Cash and Compensating Balance Deposits Restricted cash (which includes compensating balance deposits) is recorded in Prepaid expenses and other current assets and Other non-current assets on the Consolidated Balance Sheets. Trade Receivables, Net In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria. Trade receivables, which are included on the Consolidated Balance Sheets, are net of allowances for doubtful accounts. We maintain trade receivable allowances using an expected credit loss model, which uses a lifetime expected credit loss allowance for all trade and lease receivables, resulting from the likelihood of failure of our customers to make required payments. To measure expected credit losses, trade and lease receivables are grouped based on shared risk characteristics and the days past due. An additional allowance may be required if the financial condition of our customers deteriorate. We charge-off trade receivables after all standard collection procedures have been applied without success. Inventories Inventories are stated at the lower of cost or net realizable value, as determined by the first-in, first-out method. Costs related to inventories include raw materials, direct labor and manufacturing overhead which are included in cost of sales on the Consolidated Balance Sheets. Costs such as idle facility expense, excessive scrap and re-handling costs are expensed as incurred. The Company maintains reserves to reduce the value of inventory to the lower of cost or net realizable value, including reserves for excess and obsolete inventory. These reserves are based on management’s assumptions about and analysis of relevant factors including current levels of orders and backlog, forecasted demand, and market conditions that diminish the value of existing inventories. If actual market conditions deteriorate from those anticipated by management, additional allowances for excess and obsolete inventory could be required and may be material to earnings. See Note 6 - Financial Statement Details for further information. Property and Equipment, Net We state property and equipment at cost, including the fair value of any asset retirement obligations upon initial recognition of the liability, except for the fair value of acquired property and equipment that have been impaired, for which we reduce the carrying amount to the estimated fair value at the impairment date. We capitalize significant improvements and charge repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. We depreciate the cost of property and equipment over their estimated useful lives using the straight-line method over the estimated useful lives of the assets: Asset Type Useful Life Building and building equipment 20-40 years Machinery and equipment 5-10 years Other property and equipment 2-10 years We remove the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognize any resulting gain or loss upon the disposition of the assets. See Note 7 - Property and Equipment, Net for further information. Free on Loan Equipment We have sales arrangements in which certain equipment, an inventory item, is provided to customers for “free on loan” or at “no charge” on the condition that the customer purchases a minimum amount of related consumables for use with the equipment. Providing equipment to customers in this manner is part of a sales strategy that ensures the long-term and continued use by the end customer of our consumable products (e.g. chemical cleaning solutions). This practice is common in the markets we serve. Under these sales arrangements, we assign all revenue to the delivery of consumables and the equipment is depreciated over the equipment’s useful life or the life of the customer program, whichever is shorter. For any equipment that have been impaired, we reduce the carrying amount to the estimated fair value at the impairment date. The equipment is classified as part of other non-current assets on our Consolidated Balance Sheets. See Note 9 - Leases for further information. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets represent a significant portion of our total assets. Our goodwill had a carrying value of $471.5 million and $467.0 million as of December 31, 2021 and December 31, 2020, respectively. Indefinite-lived intangible assets, which consist of the Diversey trade name, had a carrying value of $854.7 million and $900.4 million as of December 31, 2021 and December 31, 2020, respectively. We review goodwill and indefinite-lived intangible assets for possible impairment on a reporting unit level, which are consistent with our operating segments, on an annual basis as of October 1st of each year, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. Such events may include, but are not limited to, impairment of other assets or establishment of valuation allowances on deferred tax assets, cash flow or operating losses at a reporting unit, negative current events or long-term outlooks for our industry, and negative adjustments to future forecasts. In performing the annual goodwill impairment assessment, we have the option under U.S. GAAP to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we conclude from the qualitative assessment that there are no indicators of impairment, we do not perform a quantitative test, which would require a valuation of the reporting unit as of October 1. U.S. GAAP provides a set of qualitative factors such as macroeconomic, industry, market and company specific factors, including cost factors, overall performance, market capitalization, and other events specific to the company to consider in performing the qualitative assessment described above, which factors are not all inclusive; management considers the factors it deems relevant in making its more likely than not assessments. If we conclude from our qualitative assessment that there are indicators of impairment and that a quantitative test is required, the annual or interim quantitative goodwill impairment test involves comparing the fair value of each of our reporting units with goodwill to its carrying value, including the goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, there is no impairment and no further testing is required. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recognized in an amount of the excess, limited to the amount of goodwill allocated to the reporting unit. Our annual assessment of the recovery of goodwill begins with management’s reassessment of its operating segments and reporting units. A reporting unit is an operating segment or one level below an operating segment, which is referred to as a component. This reassessment of reporting units is also made each time we change our operating segments. If the goodwill of a reporting unit is allocated to newly-formed reporting units, the allocation is made to each reporting unit based upon their relative fair values. Based on the results of our 2021 annual qualitative assessment, we concluded that it was more likely than not that the fair value of each of the reporting units exceeded its carrying value. As such, it was not necessary to perform a quantitative impairment analysis, and we concluded that our reporting units were not impaired. For our 2020 and 2019 annual assessments, we elected to bypass performing the qualitative screen and went directly to performing the quantitative test, and neither test identified any impairments. As of December 31, 2020, the estimate of the excess of fair value over carrying value is greater than 20% of the fair value for both of our reporting units. The fair value of our reporting units is determined using both an income approach, which is based on discounted cash flows (“DCF”), and a market approach when we quantitatively test goodwill for impairment, either on an interim basis or annual basis as of October 1 of each year. Significant judgments inherent in using a DCF analysis include the selection of appropriate discount and long-term growth rates and estimating the amount and timing of expected future cash flows. The expected cash flows used in the DCF analyses are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. The discount rates and growth rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate and the long-term growth rate, are assessed based on each reporting unit's current results and forecasted future performance, as well as macroeconomic and industry specific factors, and reflect our best estimate as of the impairment testing date. Any changes in such assumptions or estimates as a result of changes in our budgets, forecasts or negative macroeconomic trends could significantly affect the value of the Company’s reporting units which could impact whether an impairment of goodwill has occurred. The discount rates used in the quantitative test for determining the fair value of our reporting units was 9.0% in 2020, and ranged from 8.0% to 13.5% in 2019. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. If the carrying value of the indefinite-lived intangible asset exceed its estimated fair value, an impairment equal to the excess is recorded. The 2021, 2020 and 2019 annual assessments of the indefinite-lived intangible asset did not identify any impairments. Based on the results of our 2021 annual qualitative assessment, we concluded that it was more likely than not that the fair value of the indefinite-lived intangible asset exceeded the carrying value. As such, it was not necessary to perform a quantitative impairment analysis, and we concluded that the indefinite-lived intangible asset was not impaired. When performing a quantitative test, we determine the fair value of the indefinite-lived intangible asset using a relief from royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license our trade names. The future cash flows are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. Assumptions used in the relief from royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in our annual indefinite-lived impairment assessment was 9.0% in 2020 and 10.5% in 2019, and the royalty rate used in 2020 and 2019 was 3.0%. Estimating the fair value of a reporting unit and the indefinite-lived intangible asset involves uncertainties because it requires management to develop numerous assumptions, including assumptions about the future growth and potential volatility in revenues and costs, capital expenditures, industry economic factors and future business strategy. Changes in projected revenue growth rates, projected operating income margins or estimated discount rates due to uncertain market conditions, loss of one or more key customers, changes in the Company’s strategy, or other factors could negatively affect the fair value of the Company’s reporting units or the indefinite-lived intangible asset and result in a material impairment charge in the future. Long-Lived Assets Long-lived assets represent a significant portion of our total assets, the aggregate amount of which was $1,602.2 million and $1,667.0 million, as of December 31, 2021 and December 31, 2020, respectively. Such long-lived assets primarily consist of definite-lived intangible assets in an aggregate amount of $1,292.6 million and $1,411.0 million as of December 31, 2021 and December 31, 2020, respectively. We perform an impairment review for definite-lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Such events may include, but are not limited to, a significant decrease in the market price of an asset or asset group, change in manner in which an asset is being used, significant change in business climate and significant cash flow or operating losses that demonstrate continuing losses associated with the use of the asset. We calculate the undiscounted value of the projected cash flows expected to result from the use and eventual disposition of the asset or asset group and compare this estimated amount to the carrying value of the asset or asset group. If the carrying amount is found to be greater than the undiscounted value of the projected cash flows of the asset or asset group, we record an impairment loss of the excess of carrying value over the fair value of the asset or asset group. In addition, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate. Definite-lived intangible assets, such as trade names and customer relationships are amortized over their estimated economic lives. The reasonableness of the useful lives of these assets is regularly evaluated. Once these assets are fully amortized, they are removed from the balance sheet. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Lessee Operating and Finance Leases We have various operating and finance lease agreements related to property, machinery, vehicles and other equipment. Our operating leases include vehicles, buildings, equipment, material handling, storage and land. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments over the term. The operating lease right-of-use asset also includes accrued lease expense resulting from the straight-line accounting under prior accounting methods, which is now being amortized over the remaining life of the lease. Our finance leases relate to equipment. Our lease payments consist of fixed payments and variable payments. We determine our variable payments based on an index or a rate (i.e. CPI or a market interest rate) that is initially measured at the commencement date. Fixed payments are both fixed and in-substance payments, less any lease incentives paid or payable. Some of our leases include options to extend the lease, with renewal terms that can extend the lease term from one Our leases do not contain residual value guarantees, which are guarantees made to the lessor that the value of an underlying asset returned to the lessor at the end of a lease will be at least a specified amount. Our leases do not contain restrictions or covenants that restrict us from incurring other financial obligations. At the inception of our contracts we determine if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The discount rate for leases is determined based on the incremental borrowing rate ("IBR"). Our IBR is based on information available on the lease commencement date to determine the present value of future payments. For our leases, we have not elected to not apply the recognition requirements to leases of twelve months or less. These leases will be expensed on a straight-line basis and no operating lease liability will be recorded. We did not participate in lease transactions with related parties. Lessor Operating and Sales-Type Leases We lease dosing and dispensing equipment to customers under operating and sales-type leases. Our accounting policy for these leases is to account for lease and non-lease components separately. The non-lease components, such as product and service revenue, are accounted for under Topic 606 Revenue from Contracts with Customers, see Note 4 - Revenue Recognition for further information. Revenue from operating leases is recognized on a straight-line basis over the life of the lease. Cost of sales from operating leases includes the depreciation expense for assets under lease. The assets are depreciated over their estimated useful lives. Revenue from sales-type leases is recognized as the present value of the future lease payments in the period the lease agreement is signed and the equipment is delivered to the customer. Interest income is recognized using the effective interest method over the life of the lease. Cost of sales from sales-type leases includes the cost for assets under lease. Initial lease terms range from one year to five years and most leases include renewal options. Lease contracts convey the right for the customer to control the equipment for a period of time as defined by the contract. Under our operating leases, there are no options for the customer to purchase the equipment and therefore the equipment remains the property of the Company at the end of the lease term. Pension Benefits In connection with the Diversey Acquisition, we assumed certain defined benefit plan obligations and acquired certain related plan assets for current employees of our subsidiaries. In addition, we implemented a replacement retiree health care reimbursement plan for certain U.S. based employees. The projected benefit obligation and the net periodic benefit cost are based on third-party actuarial assumptions and estimates that are reviewed and approved by management on a plan-by-plan basis each fiscal year. The principal assumptions concern the discount rate used to measure future obligations, the expected future rate of return on plan assets and the expected r |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company recognizes revenue from contracts with customers under ASC 606 using the following five-step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) we satisfy a performance obligation. Performance obligations are satisfied upon transfers of control of a good or service to a customer. We recognize revenue based on the expected amount of consideration to be received for the provided goods or services, taking into account the expected value of variable consideration. Description of Revenue Generating Activities The Company provides high-performance cleaning, sanitation and hygiene products for the food safety and service, food and beverage plant operations, healthcare, floor care, housekeeping and room care, laundry and hand care markets. In addition, the Company offers a wide range of value-added solutions, including food safety and application training and consulting, as well as auditing of hygiene and water management. Many of our products are sold through distributors who then sell the product to end users. Identify Contract with Customer For an agreement to qualify as a contract under ASC 606, the agreement must create substantive enforceable rights and obligations. Indicators of enforceability for our contracts include, but are not limited to, minimum purchase or spend obligations coupled with early termination penalties for the customer. In the event a contract does not have a minimum purchase obligation nor contain any of the provisions to establish enforceable rights and obligations, part of the contract may still be enforceable when a purchase order is issued and the purchase order relates to a section of the agreement. Most of the Company’s contracts do not contain minimum purchase obligations or early termination penalties for the customer. Performance Obligations A performance obligation must include a promise to deliver goods or services whereby the good or service must be distinct in the contract. For the Company, the most common examples of distinct performance obligations are consumables, training, equipment sales, installation, and maintenance. Dosing and dispensing equipment provided to customers (“free on loan”) are typically identified as separate lease components within the scope of Topic 842. The other goods or services promised in the contract are not identified as performance obligations when they are not separate, distinct, or material. Transaction Price and Variable Consideration Our contracts contain fixed and variable components. The Company's variable considerations include, but are not limited to, rebates, prebates, discounts, and returns. The amount of variable consideration is estimated at contract inception by using the most likely amount method pending on the nature of the variable consideration. Such variable consideration is re-evaluated each reporting period, and accruals are booked based on the re-evaluated estimates and variable consideration recognized to date. Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer- specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the period of adjustment. Charges for rebates and other allowances were 25.0%, 25.8% and 26.2% of gross sales for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. Allocation of Transaction Price The Company allocates the transaction price to performance obligations in proportion to their standalone selling prices. The Company obtains the transaction price of performance obligations by using the selling prices for performance obligations with observable prices sold on a standalone basis. When observable prices are not readily available, the Company estimates the standalone selling prices by using the expected cost plus a margin approach. Satisfaction of Performance Obligations The timing of revenue recognition depends on the nature of each performance obligation. In general, the time between when a performance obligation is satisfied and when billing and payment occur is closely aligned, with the exception of revenue for services, which is satisfied over the life of the contract. The sale of goods is recorded at a point in time when the customer obtains control of the asset. Transfer of control is indicated when the Company has a present right to payment for the goods, the customer has legal title to the asset, the Company has transferred physical possession of the goods to the customer, the customer has the significant risks and rewards of ownership of the goods, and the customer has accepted the goods. Revenue for services, such as maintenance or training, that are performed over the life of a contract are recognized based on the activity the Company expects to undertake to fulfill the performance obligation. Disaggregated Revenue Revenues from contracts with customers summarized by region were as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Europe $ 1,153.1 $ 1,129.3 $ 1,186.9 North America 701.7 777.2 574.8 Asia Pacific 328.8 312.0 371.6 Middle East and Africa 231.1 217.2 255.6 Latin America 183.5 168.5 203.0 Topic 606 Revenue 2,598.2 2,604.2 2,591.9 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 20.7 25.0 32.0 Total $ 2,618.9 $ 2,629.2 $ 2,623.9 Contract Balances Timing differences occur when billing precedes or succeeds the satisfaction of the corresponding performance obligation. If the timing differences between billing and services recognized over time is significant, the Company records a liability (unearned revenue) and does not recognize revenue until the performance obligation is satisfied. There were no material timing differences that led to contract liabilities as of December 31, 2021 and December 31, 2020. Assets Recognized For the Costs To Obtain A Contract In certain instances, we incur incremental direct costs of a transaction, such as prebates, equipment provided free on loan, or other related expenses in the contract negotiation phase. Because these costs are likely incurred to transition to a new relationship or to entice a customer into a long-term relationship, these costs are considered costs to obtain a contract under ASC 606, and accordingly, are deferred and amortized over the period in which revenue is recognized, provided that unamortized deferred costs are considered recoverable. These amounts are recorded within Other non-current assets on the Company’s Consolidated Balance Sheets. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS The Company makes business acquisitions that align with its strategic business objectives. The assets and liabilities of acquired businesses are recorded in the Consolidated Balance Sheet at fair value as of their acquisition date. The purchase price allocation is based on estimates of the fair value of assets acquired, liabilities assumed and consideration paid. Purchase consideration is reduced by the amount of cash or cash equivalents acquired. Acquisitions during 2021, 2020 and 2019 were not significant to the Company’s consolidated financial statements; therefore, pro forma financial information is not presented. Costs incurred related to acquisitions are included as part of merger and acquisition-related costs in the Consolidated Statements of Operations. 2021 Activity On September 20, 2021 we acquired certain assets of Tasman Chemicals Pty. Limited ("Tasman"), an Australian manufacturer of professional hygiene and cleaning solutions, and the results of operations for this business are reported within both the Institutional and Food & Beverage business segment. On November 5, 2021, we acquired certain assets of Avmor Ltd, a Canadian based supplier of specialist hygiene solutions for the Institutional segment. On December 3, 2021, we acquired Birko Corporation, a North American manufacturer of food safety chemical solutions for the Food & Beverage segment, and Chad Equipment LLC, a subsidiary of Birko Corporation, which manufactures food safety equipment for the protein industries. Certain valuation estimates and net asset adjustments are not yet finalized and are subject to change, but are expected to be finalized in the first quarter of 2022. 2020 Activity On December 30, 2020, we acquired 100% of the stock of SaneChem sp. z o o, ("SaneChem"), which is a Poland-based supplier of specialized hygiene solutions. This acquisition further expanded the Company’s footprint within Europe and the results of operations for this business are reported within the Food & Beverage business segment. On July 1, 2020, we acquired 100% of the stock of Wypetech, LLC ("Wypetech"), which is a contract manufacturer, based out of Milwaukee, Wisconsin, that specializes in the production of disinfecting wipes used in a variety of end markets including healthcare, industrial and general commercial and household applications. This acquisition further expanded the Company’s footprint in the United States and the results of operations for this business are reported within the Institutional business segment. 2019 Activity On December 17, 2019, we acquired all of the accelerated hydrogen peroxide intellectual property ("IP") of Virox Holdings, Inc. and Virox International Holdings, Inc., including patents, trademarks, copyrights, trade secrets, third party licenses, associated income, all technology, regulatory master registrations (EPA, Biocidal Products Regulations) and other rights and licenses required to operate the IP. The IP was valued at $37.4 million (cash purchase agreement of $34.2 million and a non-exclusive license back to Virox of that IP for specific sectors (excluding healthcare), valued at $3.2 million). As part of the transaction, Virox acquired our shares held in Virox Holdings, Inc. and Virox International Holdings Inc, by way of a cash purchase agreement of $27.1 million, resulting in a gain of $13.0 million. The following table summarizes the fair values of the net assets acquired during 2021 and 2020 (excluding the Virox IP acquisition in 2019): (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash and cash equivalents $ 1.7 $ 2.7 Trade receivables 7.7 4.1 Inventories 9.1 2.9 Prepaid expenses and other current assets 0.8 0.2 Property, plant and equipment 2.9 1.3 Other non-current assets — 0.1 Intangible assets (1) 21.9 19.6 Accounts payable (6.5) (4.9) Other current liabilities (1.2) (0.9) Deferred taxes (5.7) (1.8) Net assets acquired before goodwill on acquisition 30.7 23.3 Goodwill on acquisition 28.1 30.6 Net cash paid for acquisitions (2) $ 58.8 $ 53.9 (1) The fair value of the intangible assets, which represents customer relationships and intellectual property, was determined using the Income Approach, which measures the value of an intangible asset based on the present value of its future economic benefits. This approach converts future economic benefits to a single current amount by discounting the future benefits at a rate of return sufficient to satisfy the risks and rewards associated with ownership of similar assets. This measurement reflects current market expectations regarding its future economic benefits. The Income Approach is a non-recurring Level 3 fair value assessment. (2) Additionally, the Company purchased the land and building facilities associated with Wypetech on August 4, 2020 for $2.1 million. This is included in Property and equipment within the Consolidated Balance Sheets. |
FINANCIAL STATEMENT DETAILS
FINANCIAL STATEMENT DETAILS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL STATEMENT DETAILS | FINANCIAL STATEMENT DETAILS Inventories Our net inventory balances were: (in millions) December 31, 2021 December 31, 2020 Raw materials $ 74.2 $ 60.8 Work in process 2.8 3.7 Finished goods 260.6 217.9 $ 337.6 $ 282.4 Customer demand for our COVID-related products surged at the outset of COVID-19, and we met the rapidly increasing demand and sold the vast majority of this inventory. However, COVID-19 variant-related delays of customer reopenings and consumer activity resulted in a small portion of excess inventory. The Company recorded a charge of $13.9 million in the fourth quarter of 2021, representing $7.9 million for excess inventory, which is included in the table above, and $6 million for estimated disposal costs, which is included in Other current liabilities on the Consolidated Balance Sheets. Factoring of trade receivables On November 15, 2018, we entered into a Master Agreement with Factofrance, S.A. (“Factofrance”) to sell certain trade receivables, without recourse, of eight Diversey companies located in the United Kingdom, Spain, France, Netherlands, Poland, Germany, Italy and Portugal under individually executed Receivable Purchase Agreements (“RPAs”). On October 25, 2021, we terminated our agreement with Factofrance. Factofrance charged a 0.10% factoring fee and a 0.05% Debtor Credit Default commission on the face value of receivables sold and paid. In addition, Factofrance charged a financing fee, as defined, based on Factofrance advances made on remaining uncollected receivables. Factofrance also charged a quarterly commitment fee of 0.10% of the maximum total funding amount. We a ccounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our Consolidated Balance Sheets. We maintained a “beneficial interest,” or a right to collect cash, in the sold receivables in which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold in these agreements) are classified as investing activities and presented as cash receipts on sold receivables on our Consolidated Statements of Cash Flows. We were required to maintain a restricted cash collateral account pursuant to the Master Agreement in order to secure the full and punctual payment, performance and discharge of all payments due to Factofrance. We were also required to service the receivables sold without receiving a fee. We sold $495.5 million and $668.2 million of receivables to Factofrance and received cash from Factofrance of $496.1 million and $584.0 million during the years ended December 31, 2021 and December 31, 2020, respectively. We collected from our customers and remitted to Factofrance $524.6 million and $594.1 million during the years ended December 31, 2021 and December 31, 2020, respectively. The Funded Status, which is defined as the balance of outstanding receivables purchased, less holdbacks and reserves, was zero as of December 31, 2021, as the agreement with Factofrance was terminated during 2021, and $40.8 million as of December 31, 2020. Securitization of trade receivables In April 2020, we entered into an arrangement with PNC Bank ("PNC") to sell certain North American customer receivables without recourse on a revolving basis. On October 25, 2021, we amended our arrangement with PNC to include European customer receivables that were previously covered by our agreement with Factofrance and to increase the maximum funding from $75.0 million to up to $100.0 million for receivables sold. As customers pay their balances, we transfer additional receivables into the program. The transferred receivables are fully guaranteed by a bankruptcy-remote wholly-owned subsidiary of the Company, which holds additional receivables in the amount of $75.8 million as of December 31, 2021 that are pledged as collateral under this agreement. Fees associated with the arrangement were $2.2 million and $1.7 million for the years ended December 31, 2021 and December 31, 2020, respectively. We transferred and derecognized $669.7 million of receivables and collected $644.9 million in connection with our arrangement with PNC during the year ended December 31, 2021. Credit losses Our allowance for expected credit losses on trade and lease receivables is assessed at the end of each quarter based on an analysis of historical losses and assessment of future expected losses. We continue to monitor the impact that COVID-19 may have on outstanding receivables. The following represents the activity in our allowance for credit losses for trade and lease receivables: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Balance, beginning of period $ 35.1 $ 21.5 Adoption of ASC 326 — 7.1 Provision for (recovery of) bad debts (1.2) 11.1 Provision for lease receivables associated with exit activities 15.7 — Write-offs (5.4) (4.6) Balance, end of period $ 44.2 $ 35.1 Prepaid expenses and other current assets The components of prepaid expenses and other current assets were as follows: (in millions) December 31, 2021 December 31, 2020 Prepaid expenses $ 36.1 35.2 Income tax receivables 20.2 22.2 Derivatives 11.3 — Restricted cash and compensating balance deposits 0.3 3.2 Other current assets 1.5 1.4 $ 69.4 $ 62.0 Other non-current assets The components of other non-current assets were as follows: (in millions) December 31, 2021 December 31, 2020 Dosing and dispensing equipment $ 142.0 $ 153.0 Deferred taxes 51.8 60.6 Operating lease right-of-use assets, net 94.6 62.8 Derivatives 25.9 — Tax indemnification asset 17.8 24.8 Lease receivables 18.0 30.2 Finance lease right-of-use assets, net 4.3 4.9 Deferred financing fees - revolver 2.5 0.9 Restricted cash 0.3 5.6 Other non-current assets 25.1 26.3 $ 382.3 $ 369.1 Depreciation expense for our dosing and dispensing equipment was $69.6 million, $76.1 million and $71.3 million for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. Other current and non-current liabilities The components of other current liabilities were as follows: (in millions) December 31, 2021 December 31, 2020 Accrued customer volume rebates $ 138.1 $ 146.0 Accrued salaries, wages and related costs 86.2 131.9 Value added, general and sales tax payable 25.3 36.0 Operating lease liability 21.4 22.9 Accrued interest payable 11.0 24.6 Derivatives 8.2 8.8 Accrued share-based compensation 5.4 69.6 Contingent consideration 4.4 3.3 Income taxes payable 8.4 6.0 Other accrued liabilities 76.1 63.3 $ 384.5 $ 512.4 The components of other non-current liabilities were as follows: (in millions) December 31, 2021 December 31, 2020 Tax receivable agreement $ 238.1 $ — Defined benefit pension plan liability 127.3 203.1 Operating lease liability 72.5 38.8 Uncertain tax positions 44.5 43.7 Asset retirement obligations 6.4 6.6 Accrued share-based compensation 6.0 — Derivatives 4.9 12.0 Other post-employment benefit plan liability 2.1 2.2 Contingent consideration 0.2 4.9 Other non-current liabilities 18.0 17.0 $ 520.0 $ 328.3 Other (income) expense, net The following table provides details of our Other (income) expense, net: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Interest income $ (9.9) $ (5.9) (7.5) Unrealized foreign exchange (gain) loss 12.9 (25.1) 10.8 Realized foreign exchange (gain) loss 5.9 (0.9) 0.6 Non-cash pension and other post-employment benefit plan (15.7) (12.9) (8.8) Release of tax indemnification asset (1) 6.9 2.8 7.1 Factoring and securitization fees 4.7 4.3 3.4 Tax receivable agreement adjustments (10.1) — — Other, net 5.2 (3.0) 0.4 $ (0.1) $ (40.7) $ 6.0 (1) The release of the tax indemnification asset was due to the lapse of statute of limitations for unrecognized tax benefits. See Note 15 - Income Taxes for further discussion. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Our property and equipment and accumulated depreciation balances were as follows: (in millions) December 31, 2021 December 31, 2020 Land and improvements $ 41.3 $ 44.0 Buildings 55.4 51.9 Machinery and equipment 95.4 81.9 Other property and equipment 51.6 47.9 Construction-in-progress 49.4 28.5 Property and equipment, gross 293.1 254.2 Less: Accumulated depreciation (82.4) (65.9) Property and equipment, net $ 210.7 $ 188.3 |
GOODWILL AND IDENTIFIABLE INTAN
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS Goodwill The following table represents a roll forward of our goodwill balances by reportable segments: (in millions) Institutional Food & Beverage Total Balance at December 31, 2019 $ 308.3 $ 108.6 $ 416.9 Acquisitions 22.0 17.9 39.9 Foreign currency translation 7.6 2.6 10.2 Balance at December 31, 2020 337.9 129.1 467.0 Acquisitions 3.5 24.6 28.1 Acquisition adjustments (1) — (8.5) (8.5) Foreign currency translation (11.0) (4.1) (15.1) Balance at December 31, 2021 $ 330.4 $ 141.1 $ 471.5 (1) Represents measurement period adjustments related to the SaneChem acquisition. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2021: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Weighted Average Remaining Amortization Periods Customer relationships $ 920.6 $ (181.0) $ — $ 739.6 25.0 years Trademarks 27.7 (7.5) — 20.2 12.4 years Capitalized software 84.2 (70.1) — 14.1 1.4 years Brand name 610.4 (131.4) — 479.0 15.6 years Non-compete agreements 8.8 (8.2) — 0.6 4.1 years Favorable leases 4.4 (3.1) — 1.3 1.1 years Intellectual property 44.5 (6.7) — 37.8 9.9 years Total intangible assets with definite lives 1,700.6 (408.0) — 1,292.6 Trade name with indefinite life 854.7 — — 854.7 Total identifiable intangible assets $ 2,555.3 $ (408.0) $ — $ 2,147.3 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Weighted Average Remaining Amortization Periods Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 26.3 years Trademarks 28.8 (5.3) — 23.5 13.5 years Capitalized software 76.7 (58.5) — 18.2 1.6 years Brand name 642.7 (106.5) — 536.2 16.7 years Non-compete agreements 8.5 (8.4) — 0.1 0.8 years Favorable leases 4.3 (2.3) — 2.0 1.7 years Intellectual property 37.4 (3.2) — 34.2 11.0 years Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trade name with indefinite life 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 Amortization expense for acquired intangibles was $96.7 million, $98.2 million and $93.7 million for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. The estimated amortization expense related to the fair value of acquired intangible assets for each of the succeeding five years and thereafter is: (in millions) Amount 2022 $ 82.4 2023 71.2 2024 69.1 2025 68.4 2026 68.3 Thereafter 933.2 $ 1,292.6 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Lessee Operating and Finance Leases We have various operating and finance lease agreements related to property, machinery, vehicles and other equipment. Supplemental Balance Sheet information related to leases is as follows: (in millions) Balance Sheet Line Item December 31, 2021 December 31, 2020 Assets: Right-of-use operating lease assets Other non-current assets $ 94.6 $ 62.8 Right-of-use finance lease assets Other non-current assets 4.3 4.9 Total $ 98.9 $ 67.7 Liabilities: Current: Operating lease Other current liabilities $ 21.4 $ 22.9 Finance lease Current portion of long-term debt 1.8 1.8 Total $ 23.2 $ 24.7 Non-current: Operating lease Other non-current liabilities $ 72.5 $ 38.8 Finance lease Long-term debt, less current portion 2.6 3.4 Total $ 75.1 $ 42.2 The following table provides information on the weighted average remaining lease term and weighted average discount rate for operating and finance leases: December 31, 2021 December 31, 2020 Weighted average remaining lease term: Years Years Operating leases 9.5 3.9 Finance leases 2.5 3.1 Weighted average remaining discount rate: Rate Rate Operating leases 5.19 % 5.82 % Finance leases 4.69 % 4.81 % The following maturity analysis presents expected undiscounted cash payments for operating and finance leases on an annual basis as of December 31, 2021: (in millions) Operating Leases Finance Leases Total 2022 $ 28.4 $ 2.0 $ 30.4 2023 21.0 1.8 22.8 2024 14.9 0.8 15.7 2025 9.3 0.1 9.4 2026 6.9 — 6.9 Thereafter 66.2 — 66.2 Total lease payments 146.7 4.7 151.4 Less: imputed interest and lease incentives (52.8) (0.3) (53.1) Total payments $ 93.9 $ 4.4 $ 98.3 The following presents the components of total operating costs and total finance lease costs: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Operating lease cost $ 34.4 $ 35.4 Short-term lease cost 10.2 6.0 Variable lease cost — 0.9 Total operating costs 44.6 42.3 Finance lease cost: Amortization of right-of-use assets 2.2 2.1 Interest on lease liabilities 0.3 0.3 Total finance lease cost 2.5 2.4 Total lease cost $ 47.1 $ 44.7 Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating and finance lease liabilities, and as such, are excluded from the supplemental cash flow information stated below. (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of: Operating cash flows from operating leases $ 33.5 $ 35.4 Operating cash flows from finance leases $ 0.3 $ 0.3 Financing cash flows from finance leases $ 2.2 $ 2.0 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 63.0 $ 3.8 Finance leases $ 2.2 $ 1.7 Lessor Operating and Sales-Type Leases We lease dosing and dispensing equipment to customers under operating and sales-type leases. The gross assets under operating leases are $285.6 million and $280.8 million, with related accumulated depreciation of $143.6 million and $127.8 million as of December 31, 2021 and December 31, 2020, respectively, and are included in Other non-current assets. The receivables, net of reserves, under sales-type leases are $27.7 million and $52.9 million, of which $9.7 million and $22.7 million are included in Other receivables and $18.0 million and $30.2 million are included in Other non-current assets, as of December 31, 2021 and December 31, 2020, respectively. The Company's undiscounted cash flows from operating and sales-type leases for existing contracts as of December 31, 2021 is as follows: (in millions) Amount 2022 $ 9.7 2023 8.1 2024 5.8 2025 2.8 2026 1.1 Thereafter 0.2 Total $ 27.7 |
LEASES | LEASES Lessee Operating and Finance Leases We have various operating and finance lease agreements related to property, machinery, vehicles and other equipment. Supplemental Balance Sheet information related to leases is as follows: (in millions) Balance Sheet Line Item December 31, 2021 December 31, 2020 Assets: Right-of-use operating lease assets Other non-current assets $ 94.6 $ 62.8 Right-of-use finance lease assets Other non-current assets 4.3 4.9 Total $ 98.9 $ 67.7 Liabilities: Current: Operating lease Other current liabilities $ 21.4 $ 22.9 Finance lease Current portion of long-term debt 1.8 1.8 Total $ 23.2 $ 24.7 Non-current: Operating lease Other non-current liabilities $ 72.5 $ 38.8 Finance lease Long-term debt, less current portion 2.6 3.4 Total $ 75.1 $ 42.2 The following table provides information on the weighted average remaining lease term and weighted average discount rate for operating and finance leases: December 31, 2021 December 31, 2020 Weighted average remaining lease term: Years Years Operating leases 9.5 3.9 Finance leases 2.5 3.1 Weighted average remaining discount rate: Rate Rate Operating leases 5.19 % 5.82 % Finance leases 4.69 % 4.81 % The following maturity analysis presents expected undiscounted cash payments for operating and finance leases on an annual basis as of December 31, 2021: (in millions) Operating Leases Finance Leases Total 2022 $ 28.4 $ 2.0 $ 30.4 2023 21.0 1.8 22.8 2024 14.9 0.8 15.7 2025 9.3 0.1 9.4 2026 6.9 — 6.9 Thereafter 66.2 — 66.2 Total lease payments 146.7 4.7 151.4 Less: imputed interest and lease incentives (52.8) (0.3) (53.1) Total payments $ 93.9 $ 4.4 $ 98.3 The following presents the components of total operating costs and total finance lease costs: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Operating lease cost $ 34.4 $ 35.4 Short-term lease cost 10.2 6.0 Variable lease cost — 0.9 Total operating costs 44.6 42.3 Finance lease cost: Amortization of right-of-use assets 2.2 2.1 Interest on lease liabilities 0.3 0.3 Total finance lease cost 2.5 2.4 Total lease cost $ 47.1 $ 44.7 Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating and finance lease liabilities, and as such, are excluded from the supplemental cash flow information stated below. (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of: Operating cash flows from operating leases $ 33.5 $ 35.4 Operating cash flows from finance leases $ 0.3 $ 0.3 Financing cash flows from finance leases $ 2.2 $ 2.0 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 63.0 $ 3.8 Finance leases $ 2.2 $ 1.7 Lessor Operating and Sales-Type Leases We lease dosing and dispensing equipment to customers under operating and sales-type leases. The gross assets under operating leases are $285.6 million and $280.8 million, with related accumulated depreciation of $143.6 million and $127.8 million as of December 31, 2021 and December 31, 2020, respectively, and are included in Other non-current assets. The receivables, net of reserves, under sales-type leases are $27.7 million and $52.9 million, of which $9.7 million and $22.7 million are included in Other receivables and $18.0 million and $30.2 million are included in Other non-current assets, as of December 31, 2021 and December 31, 2020, respectively. The Company's undiscounted cash flows from operating and sales-type leases for existing contracts as of December 31, 2021 is as follows: (in millions) Amount 2022 $ 9.7 2023 8.1 2024 5.8 2025 2.8 2026 1.1 Thereafter 0.2 Total $ 27.7 |
LEASES | LEASES Lessee Operating and Finance Leases We have various operating and finance lease agreements related to property, machinery, vehicles and other equipment. Supplemental Balance Sheet information related to leases is as follows: (in millions) Balance Sheet Line Item December 31, 2021 December 31, 2020 Assets: Right-of-use operating lease assets Other non-current assets $ 94.6 $ 62.8 Right-of-use finance lease assets Other non-current assets 4.3 4.9 Total $ 98.9 $ 67.7 Liabilities: Current: Operating lease Other current liabilities $ 21.4 $ 22.9 Finance lease Current portion of long-term debt 1.8 1.8 Total $ 23.2 $ 24.7 Non-current: Operating lease Other non-current liabilities $ 72.5 $ 38.8 Finance lease Long-term debt, less current portion 2.6 3.4 Total $ 75.1 $ 42.2 The following table provides information on the weighted average remaining lease term and weighted average discount rate for operating and finance leases: December 31, 2021 December 31, 2020 Weighted average remaining lease term: Years Years Operating leases 9.5 3.9 Finance leases 2.5 3.1 Weighted average remaining discount rate: Rate Rate Operating leases 5.19 % 5.82 % Finance leases 4.69 % 4.81 % The following maturity analysis presents expected undiscounted cash payments for operating and finance leases on an annual basis as of December 31, 2021: (in millions) Operating Leases Finance Leases Total 2022 $ 28.4 $ 2.0 $ 30.4 2023 21.0 1.8 22.8 2024 14.9 0.8 15.7 2025 9.3 0.1 9.4 2026 6.9 — 6.9 Thereafter 66.2 — 66.2 Total lease payments 146.7 4.7 151.4 Less: imputed interest and lease incentives (52.8) (0.3) (53.1) Total payments $ 93.9 $ 4.4 $ 98.3 The following presents the components of total operating costs and total finance lease costs: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Operating lease cost $ 34.4 $ 35.4 Short-term lease cost 10.2 6.0 Variable lease cost — 0.9 Total operating costs 44.6 42.3 Finance lease cost: Amortization of right-of-use assets 2.2 2.1 Interest on lease liabilities 0.3 0.3 Total finance lease cost 2.5 2.4 Total lease cost $ 47.1 $ 44.7 Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating and finance lease liabilities, and as such, are excluded from the supplemental cash flow information stated below. (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of: Operating cash flows from operating leases $ 33.5 $ 35.4 Operating cash flows from finance leases $ 0.3 $ 0.3 Financing cash flows from finance leases $ 2.2 $ 2.0 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 63.0 $ 3.8 Finance leases $ 2.2 $ 1.7 Lessor Operating and Sales-Type Leases We lease dosing and dispensing equipment to customers under operating and sales-type leases. The gross assets under operating leases are $285.6 million and $280.8 million, with related accumulated depreciation of $143.6 million and $127.8 million as of December 31, 2021 and December 31, 2020, respectively, and are included in Other non-current assets. The receivables, net of reserves, under sales-type leases are $27.7 million and $52.9 million, of which $9.7 million and $22.7 million are included in Other receivables and $18.0 million and $30.2 million are included in Other non-current assets, as of December 31, 2021 and December 31, 2020, respectively. The Company's undiscounted cash flows from operating and sales-type leases for existing contracts as of December 31, 2021 is as follows: (in millions) Amount 2022 $ 9.7 2023 8.1 2024 5.8 2025 2.8 2026 1.1 Thereafter 0.2 Total $ 27.7 |
LEASES | LEASES Lessee Operating and Finance Leases We have various operating and finance lease agreements related to property, machinery, vehicles and other equipment. Supplemental Balance Sheet information related to leases is as follows: (in millions) Balance Sheet Line Item December 31, 2021 December 31, 2020 Assets: Right-of-use operating lease assets Other non-current assets $ 94.6 $ 62.8 Right-of-use finance lease assets Other non-current assets 4.3 4.9 Total $ 98.9 $ 67.7 Liabilities: Current: Operating lease Other current liabilities $ 21.4 $ 22.9 Finance lease Current portion of long-term debt 1.8 1.8 Total $ 23.2 $ 24.7 Non-current: Operating lease Other non-current liabilities $ 72.5 $ 38.8 Finance lease Long-term debt, less current portion 2.6 3.4 Total $ 75.1 $ 42.2 The following table provides information on the weighted average remaining lease term and weighted average discount rate for operating and finance leases: December 31, 2021 December 31, 2020 Weighted average remaining lease term: Years Years Operating leases 9.5 3.9 Finance leases 2.5 3.1 Weighted average remaining discount rate: Rate Rate Operating leases 5.19 % 5.82 % Finance leases 4.69 % 4.81 % The following maturity analysis presents expected undiscounted cash payments for operating and finance leases on an annual basis as of December 31, 2021: (in millions) Operating Leases Finance Leases Total 2022 $ 28.4 $ 2.0 $ 30.4 2023 21.0 1.8 22.8 2024 14.9 0.8 15.7 2025 9.3 0.1 9.4 2026 6.9 — 6.9 Thereafter 66.2 — 66.2 Total lease payments 146.7 4.7 151.4 Less: imputed interest and lease incentives (52.8) (0.3) (53.1) Total payments $ 93.9 $ 4.4 $ 98.3 The following presents the components of total operating costs and total finance lease costs: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Operating lease cost $ 34.4 $ 35.4 Short-term lease cost 10.2 6.0 Variable lease cost — 0.9 Total operating costs 44.6 42.3 Finance lease cost: Amortization of right-of-use assets 2.2 2.1 Interest on lease liabilities 0.3 0.3 Total finance lease cost 2.5 2.4 Total lease cost $ 47.1 $ 44.7 Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating and finance lease liabilities, and as such, are excluded from the supplemental cash flow information stated below. (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of: Operating cash flows from operating leases $ 33.5 $ 35.4 Operating cash flows from finance leases $ 0.3 $ 0.3 Financing cash flows from finance leases $ 2.2 $ 2.0 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 63.0 $ 3.8 Finance leases $ 2.2 $ 1.7 Lessor Operating and Sales-Type Leases We lease dosing and dispensing equipment to customers under operating and sales-type leases. The gross assets under operating leases are $285.6 million and $280.8 million, with related accumulated depreciation of $143.6 million and $127.8 million as of December 31, 2021 and December 31, 2020, respectively, and are included in Other non-current assets. The receivables, net of reserves, under sales-type leases are $27.7 million and $52.9 million, of which $9.7 million and $22.7 million are included in Other receivables and $18.0 million and $30.2 million are included in Other non-current assets, as of December 31, 2021 and December 31, 2020, respectively. The Company's undiscounted cash flows from operating and sales-type leases for existing contracts as of December 31, 2021 is as follows: (in millions) Amount 2022 $ 9.7 2023 8.1 2024 5.8 2025 2.8 2026 1.1 Thereafter 0.2 Total $ 27.7 |
DEBT AND CREDIT FACILITIES
DEBT AND CREDIT FACILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT AND CREDIT FACILITIES | DEBT AND CREDIT FACILITIES The components of debt and credit facilities were as follows: (in millions) December 31, 2021 December 31, 2020 Senior Secured Credit Facilities 2021 U.S. Dollar Term Loan $ 1,500.0 $ — 2017 U.S. Dollar Term Loan — 873.0 U.S. Dollar Incremental Loan — 149.6 Euro Term Loan — 1,146.9 Revolving Credit Facility — — 2021 Senior Notes 500.0 — 2017 Senior Notes — 548.5 Short-term borrowings 10.7 0.4 Finance lease obligations 4.4 5.2 Financing obligations 23.1 22.5 Unamortized deferred financing costs (35.3) (39.6) Unamortized original issue discount (8.3) (6.2) Total debt 1,994.6 2,700.3 Less: Current portion of long-term debt (10.9) (13.2) Short-term borrowings (10.7) (0.4) Long-term debt $ 1,973.0 $ 2,686.7 Senior Secured Credit Facilities On September 29, 2021, the Company entered into an amendment to its Senior Secured Credit Facilities, which was previously comprised of a $900.0 million senior secured U.S. dollar denominated term loan (the “2017 U.S. Dollar Term Loan”), a €970.0 million senior secured Euro denominated term loan (the “Euro Term Loan” and together with the 2017 U.S. Dollar Term Loan, the "Term Loan Facility") and a $450.0 million revolving credit facility (the “Revolving Credit Facility,” together with the "Term Loan Facility", the "Senior Secured Credit Facilities"). The amendment provided for the repayment of the entire outstanding amount under the 2017 U.S. Dollar Term Loan in the amount of $868.5 million and the entire outstanding amount under the Euro Term Loan in the amount of $535.7 million. The amendment also provided for a new $1,500.0 million senior secured U.S. dollar denominated term loan (the “2021 U.S. Dollar Term Loan” and, together with the Revolving Credit Facility, the “New Senior Secured Credit Facilities”). The 2021 U.S. Dollar Term Loan matures on September 29, 2028, while the Revolving Credit Facility matures on March 28, 2026. In addition, the Company incurred a realized foreign currency exchange loss of $4.5 million related to the refinancing of the Senior Secured Credit Facilities. Prior to amending the Senior Secured Credit Facilities, in the first and second quarters of 2021, the Company used proceeds from the IPO to partially repay the Euro Term Loan in the amount of $571.4 million. The interest rate under the 2021 U.S. Dollar Term Loan is equal to (i) the Adjusted LIBOR rate (as defined in the New Senior Secured Credit Facilities), with a LIBOR floor of 0.50%, plus 3.00%, or (ii) ABR (as defined in the New Senior Secured Credit Facilities) plus 2.00%; provided that, such percentages per annum shall permanently step-down to 2.75% and 1.75%, respectively, if on the later of (x) the date of delivery of a compliance certificate to the administrative agent for the fiscal quarter ending December 31, 2021 and (y) the first date of delivery of a compliance certificate to the administrative agent, in either case, demonstrating that the Total Net Leverage Ratio (as defined in the New Senior Secured Credit Facilities) as of the last day of a fiscal quarter is less than or equal to 4.50 to 1.00. As of December 31, 2021, our Total Net Leverage Ratio was less than 4.50 to 1.00, and the interest rate step-downs noted above will be effective during the fiscal quarter ending March 31, 2022. As of December 31, 2021, the interest rate for the 2021 U.S. Dollar Term Loan is 3.50%. Deferred financing costs of $69.1 million related to the issuance of the 2021 U.S. Dollar Term Loan, the 2017 U.S. Dollar Term Loan and the Euro Term Loan are recorded as a reduction of the principal amount of the borrowings, and are amortized using the effective interest method as a component of interest expense over the life of the 2021 U.S. Dollar Term Loan. Unamortized deferred financing costs were $28.3 million and $28.4 million as of December 31, 2021 and December 31, 2020, respectively. In connection with the repayment of the 2017 U.S. Dollar Term Loan and the Euro Term Loan discussed above, an additional $12.8 million of deferred financing costs were charged to interest expense during the year ended December 31, 2021. Original issue discount of $12.6 million related to the 2021 U.S. Dollar Term Loan, the 2017 U.S. Dollar Term Loan and the Euro Term Loan is recorded as a reduction of the principal amount of the borrowings, and is amortized using the effective interest method as a component of interest expense over the life of the 2021 U.S. Dollar Term Loan. The unamortized original issue discount balance is $8.3 million and $2.9 million as of December 31, 2021 and December 31, 2020, respectively. In connection with the repayment of 2017 U.S. Dollar Term Loan and the Euro Term Loan discussed above, an additional $1.3 million of original issue discount was charged to interest expense during the year ended December 31, 2021. Costs of $8.9 million related to entering into and subsequently increasing the Revolving Credit Facility are recorded as “Deferred financing costs” within Other current assets and Other non-current assets on the Consolidated Balance Sheets, and are being amortized on a straight-line basis over the term of the Revolving Credit Facility. Unamortized deferred financing costs related to the Revolving Credit Facility were $3.7 million and $2.2 million as of December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021, the Company had no borrowings outstanding under the Revolving Credit Facility and $7.9 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $442.1 million. As of December 31, 2020, the Company had no borrowings outstanding under the Revolving Credit Facility and $9.9 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $240.1 million. The New Senior Secured Credit Facilities contain normal and customary affirmative and negative covenants. Some of the more restrictive covenants are (a) limitations on our ability to pay dividends, (b) limitations on asset sales, and (c) limitations on our ability to incur additional indebtedness. The New Senior Secured Credit Facilities also contain various events of default, the occurrence of which could result in the acceleration of all obligations. As of December 31, 2021, we were in full compliance with the provisions contained within the covenants. U.S. Dollar Incremental Loan On June 23, 2020, the Company entered into an agreement in which the Company borrowed an additional $150.0 million in connection with the Senior Secured Credit Facilities ("U.S. Dollar Incremental Loan"). The U.S. Dollar Incremental Loan was considered a new loan commitment under the Senior Secured Credit Facilities. The net proceeds after the deferred financing costs and original issue discount (as defined below), were $144.5 million. On March 29, 2021, the Company used proceeds from the IPO to repay the U.S. Dollar Incremental Loan in full, and this facility is closed and no longer available for borrowings. Deferred financing costs of $1.7 million related to the issuance of the U.S. Dollar Incremental Loan were recorded as a reduction of the principal amount of the borrowings and were amortized using the effective interest method as a component of interest expense over the life of the term loan. Unamortized deferred financing fees were $1.5 million as of December 31, 2020, which were charged to interest expense during the year ended December 31, 2021 as the U.S. Dollar Incremental Loan was repaid. Original issue discount of $3.8 million related to the U.S. Dollar Incremental Loan was recorded as a reduction of the principal amount of the borrowings and was amortized using the effective interest method as a component of interest expense over the life of the loan. The original issue discount balance for the U.S. Dollar Incremental Loan was $3.3 million as of December 31, 2020, which was charged to interest expense during the year ended December 31, 2021 as the U.S. Dollar Incremental Loan was repaid. 2021 Senior Notes On September 29, 2021, the Company completed the sale of $500.0 million in aggregate principal amount of Senior Notes due 2029 (the “2021 Senior Notes”) in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons (as defined in Regulation S) pursuant to Regulation S under the Securities Act. The Company used the net proceeds from the issuance of the 2021 Senior Notes, together with borrowings under its New Senior Secured Credit Facilities and cash on hand, to redeem all of the €450.0 million aggregate principal amount of 5.625% Senior Notes due 2025 (the “2017 Senior Notes”), pay fees and/or expenses incurred in connection with the issuance of the 2021 Senior Notes and for general corporate purposes. The 2021 Senior Notes mature on October 1, 2029, bear interest at 4.625%, and interest is payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2022. The Company redeemed the 2017 Senior Notes at the redemption price (expressed as percentages of principal amount) of 101.4%, for a total of $536.7 million, which consisted of $529.1 million of principal amount and $7.6 million of redemption premium. The premium cost was charged to Loss on Extinguishment of Debt during the year ended December 31, 2021. Deferred financing costs related to the issuance of the 2021 Senior Notes of $7.2 million are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the 2021 Senior Notes. In connection with the redemption of the 2017 Senior Notes, the balance of the unamortized deferred financing costs related to the 2017 Senior Notes of $8.0 million was charged to Loss on Extinguishment of Debt during the year ended December 31, 2021. Unamortized deferred financing costs were $7.0 million and $9.7 million as of December 31, 2021 and December 31, 2020, respectively. The Company may redeem the 2021 Senior Notes, in whole or in part, at any time prior to October 1, 2024, at a price equal to 100% of the principal amount of the 2021 Senior Notes redeemed, plus additional amounts, if any, a make-whole premium and accrued and unpaid interest to, but excluding, the redemption date. The Company may redeem the 2021 Senior Notes, in whole or in part, on or after October 1, 2024, at the redemption prices (expressed as percentages of principal amount) set forth in the indenture governing the 2021 Senior Notes, together with accrued and unpaid interest and additional amounts, if any, to, but excluding, the applicable redemption date: Year Percentage October 1, 2024 to September 30, 2025 102.313% October 1, 2025 to September 30, 2026 101.156% On or after October 1, 2026 100.000% Additionally, at any time on or before October 1, 2024, the Company may elect to redeem up to 40% of the aggregate principal amount of the 2021 Senior Notes at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, with the net cash proceeds received from one or more equity offerings of the Company. The indenture governing the 2021 Senior Notes contains covenants that limit the Company's ability to, among other things: (i) incur additional indebtedness, issue preferred equity and guarantee indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock; (iii) prepay, redeem or repurchase certain material debt; (iv) make loans and investments; (v) sell or otherwise dispose of assets; (vi) sell stock of the Company’s subsidiaries; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends and (x) consolidate, merge or sell all or substantially all of the Company’s assets. The 2021 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by a subsidiary of the Company, BCPE Diamond Netherlands TopCo B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, and the Company's existing and subsequently acquired or organized direct and indirect material wholly owned restricted subsidiaries that guarantee indebtedness under the New Senior Secured Credit Facilities (other than those organized in Italy). Short-term Borrowings Our short-term borrowings comprise primarily of bank overdrafts arising within our notional cash pooling system. Sale-Leaseback Transactions During March 2020, the Company completed sale-leaseback transactions under which it sold two properties to an unrelated third-party for a total of $22.9 million. Concurrent with this sale, the Company entered into agreements to lease the properties back from the purchaser over initial lease terms of 15 years. The leases for the two properties include an initial term of 15 years and four, five-year renewal options and provides for the Company to evaluate each property individually upon certain events during the life of the lease, including individual renewal options. The Company classified the leases as a financing obligation to be paid over 15 years. The current and non-current portions are included in current portion of long-term debt and long-term debt, less current portion, respectively, on the Consolidated Balance Sheets. Future repayments Below is a schedule of required future principal repayments of our Senior Secured Credit Facilities and 2021 Senior Notes outstanding on December 31, 2021: (in millions) Amount 2022 $ 15.0 2023 15.0 2024 15.0 2025 15.0 2026 15.0 Thereafter 1,925.0 $ 2,000.0 |
PREFERRED EQUITY CERTIFICATES
PREFERRED EQUITY CERTIFICATES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
PREFERRED EQUITY CERTIFICATES | PREFERRED EQUITY CERTIFICATES Constellation was financed in part by preferred equity certificates ("PECs"), which are commonly used in private equity transactions in Luxembourg. PECs were a part of the capital structure, although classified as a debt instrument, because they had an unconditional obligation to be redeemed in cash. The PECs are summarized in the following table: (in millions) Maturity date Interest Rate Carrying Value December 31, 2020 Redemption Foreign Currency Translation Carrying Value December 31, 2021 Interest Expense Series 1 PECs 9/1/2047 See below $ 641.7 $ (620.9) $ (20.8) $ — $ — The Series 1 PECs were legal obligations to security holders, having a par value (and face amount) of EUR 1.00 each. The Series 1 PECs were yield-free and had a term of 30 years from the date of issuance, but could be redeemed earlier at the election of the Company. Mandatory retirement or optional redemption of the Series 1 PECs were at a price equal to par value. On March 25, 2021, the Series 1 PECs were exchanged for ordinary shares of the Company as part of the Reorganization Transactions discussed in Note 1 - General and Description of Business |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND HEDGING ACTIVITIES | DERIVATIVES AND HEDGING ACTIVITIES As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transactional basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. Derivative Positions Summary The following table details the fair value of our derivative instruments, which are included as a part of our Other non-current assets, Other current liabilities and Other non-current liabilities in our Consolidated Balance Sheets. (in millions) December 31, 2021 December 31, 2020 Derivatives designated as hedging instruments: Derivative assets Foreign currency forward contracts $ 0.6 $ — Interest rate caps 2.9 — Cross currency swaps 32.6 — Total derivative assets $ 36.1 $ — Derivative liabilities Interest rate swaps $ — $ (20.8) Interest rate caps (0.7) — Total derivative liabilities $ (0.7) $ (20.8) Derivatives not designated as hedging instruments: Derivative assets Foreign currency forward contracts $ 1.1 $ — Total derivative assets $ 1.1 $ — Derivative liabilities Foreign currency forward contracts $ (1.1) $ — Interest rate swaps (11.3) — Total derivative liabilities $ (12.4) $ — Our derivatives consist of the following: (in millions) Notional Amount Original Maturity in Months Floating to fixed interest rate swap (1) (2) $ 720.0 60 Fixed to floating interest rate swap (2) $ 720.0 36 U.S. dollar to Euro currency swap $ 500.0 60 U.S. dollar floating to Euro fixed interest rate swap $ 500.0 60 U.S. dollar interest rate cap $ 650.0 36 U.S. dollar currency forward contracts $ 223.5 1-12 (1) The notional amount is reduced to $315.0 million at month 48. (2) In connection with our debt refinancing in 2021, we entered into a fixed to floating interest rate swap to offset the existing floating to fixed interest rate swap. Interest Rate Cap and Cross Currency Contracts Designated as Cash Flow or Fair Value Hedges In connection with entering into the New Senior Secured Credit Facilities and issuing the 2021 Senior Notes, we also entered into a U.S. dollar floating to Euro fixed interest rate swap, a U.S. dollar interest rate cap, and a U.S. dollar to Euro currency swap, to manage the impacts of fluctuations in interest rates and currency exchange rates on a portion of the Company’s floating-rate and U.S. dollar denominated debt. We record gains and losses on these derivative instruments that qualify as cash flow hedges in other comprehensive income (loss), net of tax to the extent the hedges are effective and until we recognize the underlying transactions in net income (loss), at which time we recognize these gains and losses in Other expense (income), net on our Consolidated Statements of Operations. Net unrealized after-tax loss related to these contracts that were included in other comprehensive income was $2.9 million and $15.6 million for the years ended December 31, 2021 and December 31, 2020, respectively. The unrealized amounts in other comprehensive income will fluctuate based on changes in the fair value of open contracts during each reporting period. We estimate that $3.1 million of net unrealized after-tax derivative loss included in accumulated other comprehensive income ("AOCI") will be reclassified into Other (income) expense, net, on the Consolidated Statement of Operations within the next twelve months. Interest Rate Swap Contracts Not Designated as Hedges In connection with entering into the New Senior Secured Credit Facilities and issuing the 2021 Senior Notes, we entered into a fixed to floating interest rate swap to offset the existing floating to fixed interest rate swap, and the existing swap was also then de-designated as a cash flow hedge. As a result of the contract de-designation, the net unrealized after-tax derivative loss included in AOCI of $13.1 million at the date of de-designation is being amortized into Interest expense on the Consolidated Statement of Operations over the remaining life of the derivative contract. The unamortized balance in AOCI is $11.4 million as of December 31, 2021. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Therefore, changes in the value of these derivatives are recognized immediately in earnings. Foreign Currency Forward Contracts The primary purpose of our currency hedging activities is to manage the potential changes in value associated with the amounts receivable or payable on equipment and raw material purchases that are denominated in foreign currencies in order to minimize the impact of changes in foreign currencies. For those contracts that are designated as cash flow hedges, we record gains and losses on other comprehensive income (loss), net of tax to the extent the hedges are effective and until we recognize the underlying transactions in net income (loss), at which time we recognize these gains and losses in Other expense (income), net on our Consolidated Statements of Operations. For those contracts that are not designated as cash flow hedges, the changes in the value of these derivatives are recognized immediately in earnings. These contracts generally have original maturities of less than 12 months. Effect of all Derivative Instruments on Income The following table details the (income) expense related to our derivative instruments on our Consolidated Statements of Operations, for which the amounts are included in Other (income) expense: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Foreign currency forward contracts $ (0.1) $ 0.5 $ 0.2 Interest rate swaps (0.2) (5.3) — Interest rate caps (0.1) — — Cross currency swaps (29.4) — — Total $ (29.8) $ (4.8) $ 0.2 |
FAIR VALUE MEASUREMENTS AND OTH
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS Fair Value Measurements In determining fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine the fair value of our financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 Inputs: Other than quoted prices included in Level 1 Inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following table details the fair value hierarchy of our financial assets and liabilities, which are measured at fair value on a recurring basis: December 31, 2021 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 111.6 $ 111.6 $ — $ — Restricted cash and compensating balance deposits $ 0.6 $ 0.6 $ — $ — Cross currency swaps, net $ 32.6 $ — $ 32.6 $ — Interest rate caps, net $ 2.2 $ — $ 2.2 $ — Foreign currency forward contracts, net $ 0.6 $ — $ 0.6 $ — Interest rate swaps, net $ (11.3) $ — $ (11.3) $ — Contingent consideration $ (4.6) $ — $ — $ (4.6) December 31, 2020 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) Cash Equivalents Our cash equivalents consist of bank time deposits (Level 1) and money market funds (Level 1). Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. The money market funds are redeemable upon demand and seek to maintain their net asset value at $1 per unit. We classified our money market funds as Cash and cash equivalents with a market value of $0.9 million and $113.0 million as of December 31, 2021 and December 31, 2020, respectively. Restricted Cash and Compensating Balance Deposits As disclosed in Note 6 - Financial Statement Details , we entered into a Master Agreement in connection with a non-recourse trade receivables factoring program with Factofrance with respect of several of our companies located in Europe under individually executed RPAs. On October 25, 2021, we terminated this agreement. Under the Master Agreement, we were required to maintain and segregate certain cash balances, the usage of which is restricted under the terms of the Master Agreement. As of December 31, 2020, $5.4 million was held as collateral and classified within Other non-current assets and $3.1 million was cash received but considered restricted and classified within Prepaid expenses and other current assets on the Company's Consolidated Balance Sheet. Derivative Financial Instruments Our derivatives are recorded at fair value on our Consolidated Balance Sheets, which incorporates observable market inputs. These market inputs include foreign currency spot and forward rates and the LIBOR rate. These inputs are obtained from pricing data quoted by various banks, third party sources and foreign currency dealers involving identical or comparable instruments (Level 2). Counterparties to these derivative instruments are investment grade rated by Standard & Poor’s and Moody’s. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and, if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date. Contingent Consideration We recorded contingent consideration related to earn-out provisions from our previous acquisitions. The fair values of such contingent consideration were derived using a discounted cash flow model based on the projection of performance metrics, which are generally based on upon achieving certain revenue targets as outlined in the various provisions within the purchase agreements and the probability of achieving them. We remeasure amounts related to contingent consideration liabilities related to acquisitions that were carried at fair value on a recurring basis in the consolidated financial statements for which a fair value measurement was required. We recorded $4.6 million and $8.2 million in contingent consideration liability as of December 31, 2021 and December 31, 2020, respectively, for various acquisitions occurring prior to 2017. With respect to the above contingent consideration liabilities, which is a Level 3 consideration, the amount of (gain) loss included in other (income) expense within the Consolidated Statement of Operations was $(0.4) million, $1.1 million, and $(5.5) million for years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. Other Financial Instruments The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) trade receivables, net, (2) certain other current assets, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our Consolidated Balance Sheets for the above financial instruments closely approximate their fair value due to the short-term nature of these assets and liabilities. Other liabilities that are recorded at carrying value on our Consolidated Balance Sheets include our debt. We utilize a market approach to calculate the fair value of our Senior Notes. Due to the limited investor base and the face value of some of our Senior Notes, they may not be actively traded on the date we calculate their fair value. Therefore, we may utilize prices and other relevant information generated by market transactions involving similar securities, reflecting U.S. Treasury yields to calculate the yield to maturity and the price on some of our Senior Notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs. We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable. These inputs are provided by an independent third party and are considered to be Level 2 inputs. These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates. The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: December 31, 2021 December 31, 2020 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2021 U.S. Dollar Term Loan (1) $ 1,463.4 $ 1,464.9 $ — $ — 2017 U.S. Dollar Term Loan (1) — — 859.1 856.3 U.S. Dollar Incremental Loan (1) — — 144.8 149.0 Euro Term Loan (1) — — 1,129.5 1,161.0 2021 Senior Notes (2) 493.0 497.5 — — 2017 Senior Notes (2) — — 538.7 552.7 Revolving Credit Facility — — — — Preferred Equity Certificates — — 641.7 641.7 $ 1,956.4 $ 1,962.4 $ 3,313.8 $ 3,360.7 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances, such as acquisitions. Credit and Market Risk Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest or currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, and procedures to monitor concentrations of credit risk. It is our policy to have counterparties to these contracts that are rated at least BBB- or higher by Standard & Poor’s and Baa3 or higher by Moody’s. Nevertheless, there is a risk that our exposure to losses arising out of derivative contracts could be material if the counterparties to these agreements fail to perform their obligations. We will replace counterparties if a credit downgrade is deemed to increase our risk to unacceptable levels. We regularly monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We do not use derivative financial instruments for trading or other speculative purposes and do not use leveraged derivative financial instruments. We continually monitor the creditworthiness of our diverse base of customers to which we grant credit terms in the normal course of business and generally do not require collateral. We consider the concentrations of credit risk associated with our trade accounts receivable to be commercially reasonable and believe that such concentrations do not leave us vulnerable to significant risks of near-term severe adverse impacts. The terms and conditions of our credit sales are designed to mitigate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers. |
RETIREMENT PLANS
RETIREMENT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS Retirement Savings Plans We maintain qualified contributory retirement savings plans in which most of our U.S. employees are eligible to participate. The qualified contributory retirement savings plans generally provide for contributions in cash based upon the amount contributed to the plans by the participants. Retirement savings plans costs are charged to operations and totaled $1.5 million, $1.5 million and $1.8 million for the years ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively. We have various international defined contribution benefit plans which cover certain employees. We have expanded use of these plans in select countries where they have been used to supplement or replace defined benefit plans. Other Post-Employment Benefit Plans We maintain a retiree health care reimbursement plan for certain North American employees. The plan is funded on a pay-as-you-go basis. In accordance with ASC Topic 715, the amount of the accumulated benefit obligation on the initiation date is accounted for as prior service cost and is deferred as a component of accumulated other comprehensive income and amortized over the period benefited. The liability for these other long-term post-employment obligations was $2.1 million and $2.2 million as of December 31, 2021 and December 31, 2020, respectively, and is included in Other non-current liabilities on the Consolidated Balance Sheets. Defined Benefit Pension Plans In connection with the Diversey Acquisition, the Company assumed certain defined benefit plans related to non-U.S. subsidiaries and retained certain plan assets associated with the assumed obligations. All defined pension plan obligations for current and former employees in the United States, Canada and the United Kingdom were retained by Sealed Air. We recognize the funded status of each defined pension benefit plan as the difference between the fair value of plan assets and the projected benefit obligation of the employee benefit plans in the Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. Each over-funded plan is recognized as an asset and each underfunded plan is recognized as a liability on the Consolidated Balance Sheets. Subsequent changes in the funded status are reflected in unrecognized pension items, a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. The amount of unamortized pension items is recorded net of tax. The measurement date used to determine the projected benefit obligation and the fair value of plan assets is December 31. We have amortized actuarial gains or losses over the average future working lifetime (or remaining lifetime of inactive participants if there are no active participants). We have used the corridor method, where the corridor is the greater of ten percent of the projected benefit obligation or fair value of assets at year end. If actuarial gains or losses do not exceed the corridor, then there is no amortization of gain or loss. The following table shows the components of our net period benefit cost: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Net periodic benefit cost: U.S. and international net periodic cost included in selling, general and administrative expenses $ 6.0 $ 6.0 $ 4.9 U.S. and international net periodic income included in other (income) expense, net (14.7) (12.9) (8.9) Total benefit $ (8.7) $ (6.9) $ (4.0) Obligations and Funded Status The following table sets forth the changes to the projected benefit obligations (“PBO”) and plan assets for the Company’s defined benefit pension plans. The measurement date used to determine benefit obligations and plan assets is December 31 for all material plans. (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Change in benefit obligation: Projected benefit obligation at beginning of period $ 636.4 $ 546.0 $ 519.1 Service cost 6.0 6.0 4.9 Interest cost 2.6 4.2 7.0 Participants' contributions 2.3 2.4 2.1 Benefits paid (11.5) (10.2) (8.8) Actuarial loss (gain) (22.9) 47.1 49.7 Plan amendments — — (12.4) Settlements (1.1) (8.2) (8.2) Foreign currency translation (39.8) 49.1 (7.4) Projected benefit obligation at end of period $ 572.0 $ 636.4 $ 546.0 Change in plan assets: Fair value of plan assets at beginning of period $ 430.5 $ 378.1 $ 333.2 Actual return on plan assets 40.8 22.2 51.7 Settlements (1.1) (8.2) (8.2) Employer contributions 11.9 12.0 12.5 Participants' contributions 2.3 2.4 2.1 Benefits paid (11.5) (10.2) (8.8) Foreign currency translation (26.2) 34.2 (4.4) Fair value of plan assets at end of period $ 446.7 $ 430.5 $ 378.1 Unfunded status, net $ 125.3 $ 205.9 $ 167.9 Accumulated benefit obligation at end of period $ 552.4 $ 613.7 $ 524.5 Amounts recognized in the Consolidated Balance Sheet: Other non-current assets $ 4.5 $ 0.2 $ 0.4 Other current liabilities (2.5) (3.0) (2.4) Other non-current liabilities (127.3) (203.1) (165.9) Net amount recognized $ (125.3) $ (205.9) $ (167.9) Components of Net Periodic Benefit Cost The following table sets forth the components of net period benefit cost: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Line Item on Consolidated Statement of Operations Net periodic benefit cost: Service cost $ 6.0 $ 6.0 $ 4.9 Selling, general and administrative expenses Interest cost 2.6 4.2 7.0 Other (income) expense, net Expected return on plan assets (17.2) (17.2) (16.5) Other (income) expense, net Amortization of prior service cost and net actuarial loss (1.4) (0.8) — Other (income) expense, net Loss recognized during fiscal year due to settlement 1.3 0.9 0.6 Other (income) expense, net Net period benefit cost $ (8.7) $ (6.9) $ (4.0) Changes in plan assets and benefit obligations recognized in other comprehensive loss: Net actuarial loss (gain), net $ (22.9) $ 47.1 $ 49.7 Loss recognized during fiscal year due to settlement (0.1) (0.9) (0.6) Prior service credit occurring during fiscal year — — (12.4) Prior Service Credit Amortized During Fiscal Year 1.4 1.4 — Net Loss Amortized During Fiscal Year (1.3) (0.6) — Asset gain occurring during the year (23.4) (4.9) (35.1) Total (gain) loss recognized in other comprehensive loss (46.3) 42.1 1.6 Total recognized in net periodic benefit cost and other comprehensive income $ (55.0) $ 35.2 $ (2.4) The PBO is the actuarial present value of benefits attributable to employee service rendered to date that takes into account estimated future pay increases. The accumulated benefit obligation (“ABO”) is the actuarial present value of benefits attributable to employee service to date that does not take future employee increases into account. The following table reflects the ABO for all defined benefit pension plans. Further, the table reflects the aggregate PBO, ABO and fair value of plan assets for pension plans with PBO in excess of plan assets and for pension plans with ABO in excess of plan assets. (in millions) December 31, 2021 December 31, 2020 ABO $ 552.4 $ 613.7 Plans with PBO in excess of plan assets PBO $ 540.7 $ 633.7 ABO $ 522.9 $ 610.9 Fair value of plan assets $ 411.0 $ 427.6 Plans with ABO in excess of plan assets PBO $ 539.5 $ 618.6 ABO $ 522.1 $ 598.3 Fair value of plan assets $ 409.8 $ 413.3 The accumulated net actuarial gains (losses) for pensions and other post-employment benefits primarily relate to differences between the actual net periodic expense and the expected net periodic expense from differences in significant assumptions, primarily including return on plan assets and discount rates used in these estimates. Estimated Future Benefit Payments The following table reflects the total benefit payments expected to be made for defined benefits: (in millions) Amount 2022 $ 14.5 2023 $ 15.0 2024 $ 16.2 2025 $ 16.6 2026 $ 17.6 2027-2031 $ 108.6 Actuarial Assumptions We determine our material assumptions for all plans on an annual basis as of December 31. Weighted average assumptions used to determine benefit obligations were as follows: December 31, 2021 December 31, 2020 Benefit obligations: Discount rate 1.0 % 0.6 % Rate of compensation increase 2.0 % 1.9 % Pension increase rate 1.3 % 1.5 % Weighted average assumptions used to determine net period benefit cost were as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Benefit cost: Discount rate 0.6 % 1.0 % Expected long-term rate of return 4.5 % 4.4 % Rate of compensation increase 1.9 % 2.1 % Pension increase rate 1.4 % 1.5 % The discount rates used reflect the expected future cash flow based on plan provisions, participant data as of the latest actuarial valuation and the currencies in which the expected future cash flows will occur. For the majority of defined benefit pension obligations, the Company utilizes prevailing long-term high quality corporate bond indices applicable to the respective country at the measurement date. In countries where established corporate bond markets do not exist, the Company utilizes other index movement and duration analysis to determine discount rates. The long-term rate of return on plan assets assumptions reflect economic assumptions applicable to each country and assumptions related to the preliminary assessments regarding the type of investments to be held by the respective plans. Plan Assets We review the expected long-term rate of return on plan assets annually, taking into consideration our asset allocation, historical returns, and the current economic environment. The expected return on plan assets is calculated based on the fair value of plan assets at year end. To determine the expected return on plan assets, expected cash flows have been taken into account. Our long-term objectives for plan investments are to ensure that (a) there is an adequate level of assets to support benefit obligations to participants over the life of the plans, (b) there is sufficient liquidity in plan assets to cover current benefit obligations, and (c) there is a high level of investment return consistent with a prudent level of investment risk. The investment strategy is focused on a long-term total return in excess of a pure fixed income strategy with short-term volatility less than that of a pure equity strategy. To accomplish this objective, we invest assets primarily in a diversified mix of equity and fixed income investments. Our targeted asset by category percentages are as follows: Equity securities 38 % Debt securities 44 % Real estate 9 % Other 9 % Total 100 % The fair values of our pension plan assets, by asset category, and fair value levels are as follows: (in millions) December 31, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 1.5 $ 1.4 $ 0.1 $ — $ 4.8 $ 4.7 $ 0.1 $ — Fixed income funds (2) 191.4 0.7 190.7 — 172.1 1.0 171.1 — Equity funds (3) 167.8 0.1 167.7 — 178.2 0.1 178.1 — Real estate 38.1 — 38.1 — 30.3 — 30.3 — Other (4) 47.9 — 5.4 42.5 45.1 — 2.9 42.2 Total $ 446.7 $ 2.2 $ 402.0 $ 42.5 $ 430.5 $ 5.8 $ 382.5 $ 42.2 (1) Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates, government securities, commercial paper and time deposits. (2) Fixed income funds that invest in a diversified portfolio of publicly traded government bonds and corporate bonds. There are no restrictions on these investments, and they are valued at the net asset value at year end. (3) Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European securities. There are no restrictions on these investments, and they are valued at the net asset value of the shares held at year end. (4) The majority of these assets are invested in real estate funds and other alternative investments. Also includes insurance contracts, which consists of the Company and employee contributions and accumulated interest income at guaranteed stated interest rates and provides for benefit payments and plan expenses. The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Balance at beginning of period $ 42.2 $ 39.0 Gains on assets still held at year-end 4.6 1.3 Purchases, sales, issuances and settlements (1.5) (1.6) Transfers in and/or out of Level 3 0.1 0.1 Foreign exchange (loss)/gain (2.9) 3.4 Balance at end of period $ 42.5 $ 42.2 Level 3 pension assets are remeasured at least annually. Real estate properties, which are primarily located in Switzerland, are valued under the income approach using the discounted cash flow method, by which the market value of the property is determined as the total of all projected future earnings discounted to the valuation date. Insurance contracts are valued under the income approach using the discounted cash flow method. The discount rate and various assumptions used for the insurance contracts are consistent with the assumptions used by the actuary to measure the pension benefit obligation. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES U.S. and Non-U.S. components of Earnings (Loss) Before Income Tax Provision (Benefit): (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 U.S. $ (83.5) $ (5.6) $ (119.3) Non-U.S. (66.0) (23.7) 43.0 Total $ (149.5) $ (29.3) $ (76.3) Income Tax Provision (Benefit): (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Current: U.S. $ 11.0 $ 1.5 $ 2.3 Non-U.S. 39.6 36.5 60.0 Total current expense 50.6 38.0 62.3 Deferred: U.S. (2.9) (37.1) (7.0) Non-U.S. (22.4) 8.3 (22.6) Total deferred tax benefit (25.3) (28.8) (29.6) Income tax provision $ 25.3 $ 9.2 $ 32.7 Reconciliation to Statutory Provision A reconciliation of income taxes computed at the UK statutory income tax rate of 19.0% for 2021 and Luxembourg's statutory income tax rate of 24.9% for 2020 and 2019, and our provision for income taxes is as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Statutory provision (benefit) $ (28.4) $ (7.3) $ (19.0) U.S. state income taxes, net of federal benefit 0.3 (9.7) (3.1) Foreign earnings taxed at different rates (2.6) 2.8 2.7 Permanent differences 3.1 0.8 9.2 Share-based compensation 14.5 16.9 — Net change in valuation allowance 23.8 (6.5) (12.0) Audit settlements and changes to unrecognized tax benefits 0.6 (10.3) 8.1 Deferred tax asset adjustments 2.8 5.2 11.7 Net change in estimate of prior period tax 0.1 (4.6) 2.8 Change in tax laws 3.7 14.5 23.4 Withholding taxes 6.8 8.8 5.4 Other 0.6 (1.4) 3.5 Income tax provision $ 25.3 $ 9.2 $ 32.7 For 2021, the difference in the statutory income tax benefit of $(28.4) million and the recorded income tax provision of $25.3 million was primarily attributable to $14.5 million of income tax expense related to non-deductible share-based compensation, and a net $23.8 million increase in the valuation allowance as a result of changes in the assessment of the realizability of deferred tax assets. For 2020, the difference in the statutory income tax benefit of $(7.3) million and the recorded income tax provision of $9.2 million was primarily attributable to $16.9 million of income tax expense related to non-deductible share-based compensation and $14.5 million of income tax expense driven by changes to tax laws impacting our deferred tax liabilities, offset by a net favorable change of $10.3 million from audit settlements and changes to unrecognized tax benefits. For 2019, the difference in the statutory income tax benefit of $(19.0) million and the recorded tax provision of $32.7 million was primarily attributable to $23.4 million of income tax expense driven by changes to tax laws impacting deferred tax liabilities, $11.7 million of unfavorable adjustments to deferred tax balances in foreign subsidiaries, $9.2 million of income tax expense related to the impact of permanent differences, and a net unfavorable change of $8.1 million from audit settlements and changes to unrecognized tax benefits. These increases to income tax expense were partially offset by a net $12.0 million decrease in the valuation allowance as a result of changes in the assessment of the realizability of non-U.S. deferred tax assets. Deferred Tax Balances (in millions) December 31, 2021 December 31, 2020 Deferred Tax Assets Accruals not yet deductible for tax purposes $ 101.7 $ 82.1 Net operating loss carryforwards 99.5 82.4 U.S., non-U.S. and state tax credits 11.7 12.2 Employee benefit items 32.1 46.4 Intercompany losses 36.2 36.0 Intercompany interest 39.0 34.7 Lease liability 24.0 16.0 Other 7.2 8.4 Gross deferred tax assets 351.4 318.2 Less: Valuation allowance (97.9) (79.5) Total deferred tax assets 253.5 238.7 Deferred Tax Liabilities Depreciation and amortization (37.3) (33.7) Unremitted foreign earnings (1.5) (1.1) Intangibles (327.2) (324.4) Total deferred tax liabilities (366.0) (359.2) Net deferred tax liability $ (112.5) $ (120.5) We have investments in various foreign subsidiaries. The unremitted earnings for investments in foreign subsidiaries are not considered to be indefinitely reinvested, and we have recognized a deferred tax liability related to those earnings. To the extent that there are outside basis differences beyond the unremitted earnings, we have not recognized a deferred tax liability as we are considered to be indefinitely reinvested in our foreign subsidiaries. Determination of the amount of unrecognized deferred taxes that would apply in recovering the outside basis differences in our foreign subsidiaries is impracticable due to the complexity of the calculations and the assumptions about the circumstances existing if and when remittance occurs. We have a U.S. federal net operating loss ("NOL") of $43.2 million (tax effected $9.1 million) which can be carried forward indefinitely. We also have U.S. state NOLs in the amount of $250.9 million (tax effected $15.5 million) which expire over various tax years, of which $10.7 million (tax effected) is not expected to be realized as of December 31, 2021 and as such, a valuation allowance has been recorded. We have non-U.S. NOLs totaling $299.6 million (tax effected $74.9 million) which expire during various tax years, of which $8.0 million (tax effected) is not expected to be realized as of December 31, 2021 and as such, a valuation allowance has been recorded. We have $10.6 million of U.S. foreign tax credits, which expire in 2030, of which $8.3 million is not expected to be realized as of December 31, 2021 and as such, a valuation allowance has been recorded. We have $1.1 million of U.S. state research and development credits. We do not expect to use any of these state credits and as such, a valuation allowance has been recorded. Unrecognized Tax Benefits The following table summarizes the activity related to our gross unrecognized tax benefits: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Balance at beginning of period $ 60.1 $ 74.9 $ 74.7 Gross increases - tax positions in current period 2.5 — 2.2 Gross increases - tax positions in prior periods 5.4 — — Decreases from settlements with tax authorities — (13.2) — Lapse of statute of limitations (4.3) (1.6) (2.0) Balance at end of period $ 63.7 $ 60.1 $ 74.9 The total amount of gross unrecognized tax benefits was $63.7 million, $60.1 million and $74.9 million as of December 31, 2021, 2020 and 2019 respectively, of which, $46.3 million, $42.9 million and $57.8 million, if recognized, would affect our effective tax rate, respectively. The Company classifies interest expense and penalties related to liabilities for unrecognized tax benefits in the consolidated financial statements as income tax expense. As of December 31, 2021 and 2020, accrued interest and penalties related to unrecognized tax benefits totaled $6.6 million and $8.1 million, respectively. Our U.S. federal income tax return is subject to examination for a period of three years after its filing date. The earliest year open is the tax year 2018. Income tax returns in non-U.S. jurisdictions have statutes of limitations generally ranging from three to five years after their filing date. We are currently under examination in the Netherlands for 2017. We have various other non-U.S. tax returns in the process of examination but have largely concluded all other income tax matters for the years prior to 2012. We believe that an adequate provision has been made for any adjustments that may result from the ongoing examinations. However the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolutions occurs. Although the timing of resolution, settlement, and closure of audits is not certain, it is reasonably possible that our unrecognized tax benefits could be reduced by up to $38.0 million in the next twelve months. Tax Receivable Agreement As part of the Reorganization Transactions, the Company entered into a tax receivable agreement (the “TRA”) with the pre-IPO owners of Constellation and certain other members of management (the “TRA Recipients”). The TRA requires the Company to make payments to the TRA Recipients as part of the consideration for their shares in Constellation or as part consideration for the note receivable held by them, as applicable, for 85% of the tax benefits realized by the Company when utilizing certain U.S. and Dutch income tax attributes generated, or owned by, or attributable to, the Company on or prior to the date of the IPO, and any tax deductions available to the Company that relate to the transaction expenses incurred by the Company as a result of the consummation of the IPO. The Company expects to utilize a significant portion of these income tax attributes based on current projections of taxable income, and therefore, expects to realize tax benefits. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such tax benefits. Under the TRA, generally, the Company will retain the benefit of the remaining 15% of the applicable tax savings. As of December 31, 2021, the Company's liability under the TRA on an undiscounted basis was $238.1 million, which is presented within Other non-current liabilities on the Consolidated Balance Sheet. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company and its subsidiaries generate each year, the tax rate then applicable and the use of net operating losses. The payment obligations under the TRA are the Company’s obligations and are not obligations of Constellation. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest at a rate of LIBOR plus 3.00% (subject to a 50 bps LIBOR floor and subject to change if LIBOR is no longer a widely recognized benchmark rate). The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales, certain forms of business combinations, or other changes of control. If the Company exercises its right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES At times, we are subject to governmental investigations and various legal actions and claims from governmental agencies and other parties. The outcomes of these matters are not within our complete control and may not be known for prolonged periods of time. We record a liability in the Consolidated Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Estimates of probable losses resulting from these matters are inherently difficult to predict. Management believes that the ultimate disposition of these matters should not have a material adverse effect on the Company’s consolidated financial position or results of operations or cash flows. Environmental Matters We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our consolidated financial condition or results of operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated. We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our consolidated financial condition or results of operations. We believe that we have adequately reserved for all probable and estimable environmental exposures. Guarantees and Indemnification Obligations We are a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of: • Product and service warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. We generally do not establish a liability for product warranty based on a percentage of sales or other formulas. We accrue a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and annual expense related to product warranties are immaterial to our consolidated financial position and results of operations; and |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Bain Capital On September 6, 2017, in conjunction with the Diversey Acquisition, we entered into a management agreement with Bain Capital, our previous sponsor. Pursuant to the management agreement, we paid Bain Capital a fee for advisory, consulting and other services (the "Management Fee"), which was $7.5 million annually plus Bain Capital’s reasonable out-of-pocket expenses. Upon closing of the IPO, the management agreement terminated pursuant to its terms, and we paid Bain Capital a lump sum amount of $17.5 million. During the years ended December 31, 2021, 2020 and 2019, we recorded $19.4 million,, $7.5 million and $7.5 million of Management Fee and termination fee expenses, respectively. In addition to the Management Fee and prior to the termination of the management agreement, we paid consulting fees to Bain Capital for services related to future transactions or in consideration of any additional services. For the years ended December 31, 2021, 2020 and 2019, we paid Bain Capital $2.3 million, $9.8 million and $9.8 million, respectively, of consulting fees. There are no fees due to Bain at December 31, 2021 and December 31, 2020. Beginning in 2019, Philip Wieland served as our interim CFO while employed by Bain Capital. We did not pay a separate salary under the terms of the management agreement. Mr. Wieland was named interim CEO in January of 2020 and was later named permanent CEO in July of 2020. We may conduct business with other Bain Capital affiliates from time to time in the normal course of business. Although we may have common owners with these affiliates depending upon the Bain Capital fund ownership structure, we believe the terms were comparable to terms available or amounts that would be paid or received, as applicable, in an arm’s-length transaction with a party unrelated to us. Investment in Virox We, along with Virox, were parties to inter-entity transactions that included a distribution agreement, royalty agreement and a supply agreement. Under these agreements, we recognized revenue of $85.1 million, royalty expense of $3.3 million, and purchased inventory from Virox of $42.4 million, respectively, during the year ended December 31, 2019. As discussed in Note 5 - Acquisitions , on December 17, 2019, we acquired the IP of Virox Holdings, Inc. and Virox International Holdings, Inc., including patents, trademarks, copyrights, trade secrets, third party licenses, associated income, all technology, regulatory master registrations (Environmental Protection Agency, Biocidal Products Regulations) and other rights and licenses required to operate the IP. The IP was valued at $37.4 million (cash purchase agreement of $34.2 million and a non-exclusive license back to Virox of that IP for specific sectors (excluding healthcare), valued at $3.2 million). Virox was provided a global royalty free non-exclusive license (License Agreement) under the current IP (current and pending Virox patents only) in perpetuity in order to continue its existing private label and branded business for the markets it currently serves. Additionally, Virox acquired our shares held in Virox Holdings, Inc. and Virox International Holdings Inc, by way of a cash purchase agreement of $27.1 million, resulting in a gain of $13.0 million. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Compensation Expense Share-based compensation expense is recognized on a straight-line basis over the requisite service periods, and our policy is to recognize forfeitures as they occur. Share-based compensation expense related to equity and liability awards is included in the following line items in the Consolidated Statements of Operations: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Cost of sales $ 7.5 $ — $ — Selling, general and administrative expenses 107.7 67.5 3.0 Total $ 115.2 $ 67.5 $ 3.0 As of December 31, 2021, there is $77.3 million of unrecognized compensation expense related to all share-based awards, which is expected to be recognized over a weighted average period of approximately 3.4 years. Awards Classified as Equity Pre-IPO Management Equity Incentive Plan and Exchange to Restricted Shares During 2018, Constellation (BC) S.à r.l, a subsidiary of the Company, adopted a management equity incentive plan ("MEIP"), consisting of Class B through Class F shares ("MEIP Shares") granted to certain domestic and foreign employees ("Participants"). Prior to the IPO, the value of the MEIP Shares was classified as a liability, and was remeasured at each reporting period. Upon closing of the IPO and following the Reorganization Transactions, the MEIP Shares were converted into (i) vested Ordinary Shares which correspond to the value of MEIP Shares that were vested as of the consummation of the IPO and (ii) restricted Ordinary Shares which correspond to the value of MEIP Shares that were nonvested as of the consummation of the IPO. The restricted Ordinary Shares will vest on the same terms and conditions as applied to the MEIP Shares to which they relate, and are not subject to performance conditions. Compensation expense of $72.7 million, $67.5 million and $3.0 million was recorded for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. The conversion of MEIP shares and exchange for vested ordinary shares resulted in $68.1 million being reclassified from Non-current liabilities to Additional paid-in capital during the year ended December 31, 2021. Future vesting of restricted ordinary shares will also be credited to Additional paid-in capital. A summary of changes in outstanding nonvested MEIP Shares is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 6,984,060 $ 14.51 Granted — — Vested (292,825) 14.51 Converted to Restricted Ordinary Shares (6,691,235) 14.51 Nonvested at December 31, 2021 — $ — A summary of changes in outstanding nonvested Restricted Shares is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 — $ — Converted from MEIP Shares 7,763,231 15.00 Granted — — Vested (2,021,833) 15.00 Forfeited (11,473) 15.00 Nonvested at December 31, 2021 5,729,925 $ 15.00 2021 Omnibus Incentive Plan On March 24, 2021, our Board adopted the 2021 Omnibus Incentive Plan ("2021 Plan"), pursuant to which employees, consultants and directors of our Company and our affiliates performing services for us, including our executive officers, are eligible to receive awards. The 2021 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units, bonus shares, dividend equivalents, other share-based awards, substitute awards, annual incentive awards and performance awards intended to align the interests of participants with those of our shareholders. We have reserved 15,000,000 Ordinary Shares (inclusive of issued and outstanding awards) for issuance under the 2021 Plan. As of December 31, 2021, we have granted the Restricted Shares and the restricted share units discussed below under the 2021 Plan. Restricted Share Units Restricted Share Units ("RSUs") are accounted for using the fair value method, which requires measurement and recognition of compensation expense for awards based upon the grant-date fair value. RSUs are generally subject to service-based vesting or cliff vesting. Compensation expense of $9.0 million was recorded for the year ended December 31, 2021. A summary of changes in outstanding nonvested RSUs is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 — $ — Granted 1,715,543 15.01 Vested (260,393) 15.00 Forfeited — — Nonvested at December 31, 2021 1,455,150 $ 15.01 Awards Classified as Liabilities Long-Term Incentive Plan During 2018, certain employees were granted awards under a cash long-term incentive plan ("LTIP"). No vesting or payout occurred for the LTIP awards until the occurrence of an Exit Event, as defined in the cash LTIP agreement. The closing of the IPO was an Exit Event. Upon an Exit Event requiring achievement of a specified performance target, the LTIP payout amount would have been the sum of a Time-Based Payout and Performance-Based Payout, both as defined in the cash LTIP agreement. The value of the LTIP is classified as a liability. Compensation expense of $30.2 million was recorded for the year ended December 31, 2021. Prior to the IPO, we determined it was not probable that the performance conditions would be met, therefore, no resulting compensation expense was recorded for any period prior to the IPO. Cash-Settled Restricted Share Units Upon closing of the IPO, certain employees were granted cash-settled restricted stock unit awards based on the share price on the date of the IPO. These awards cliff-vest after three years from the date of grant and will be settled in cash based on the Company's share price on the vesting date. The value of the cash-settled restricted stock units is classified as a liability. Compensation expense of $3.3 million was recorded for the year ended December 31, 2021. |
RESTRUCTURING AND EXIT ACTIVITI
RESTRUCTURING AND EXIT ACTIVITIES | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND EXIT ACTIVITIES | RESTRUCTURING AND EXIT ACTIVITIES In 2021, we began a strategic initiative to consolidate certain production and office facilities within Europe and North America, which also includes opening a new manufacturing facility in North America. These actions will both expand our production capacity and allow us to better manage our inventory, supply chain and workforce. We expect to incur approximately $42.0 million of total expenses related to this project, and charged $7.8 million to Restructuring and exit costs and Transition and transformation costs during the year ended December 31, 2021. We also exited certain businesses in 2021 that leased equipment to customers under sales-type leases, as we further refine our business model and our strategy of selling solutions to customers. In 2018, we began a series of strategic initiatives aimed at maintaining a competitive cost structure and workforce optimization. These activities primarily consisted of a reduction in headcount to realign our personnel resources with our business needs. The following table details our restructuring and exit costs as reflected in the Consolidated Statements of Operations: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Lease receivable contracts, net $ 15.7 $ — $ — Facilities, Inventory and Property and equipment 2.7 — — Employee termination benefits 9.0 25.6 19.8 Restructuring and exit costs 27.4 25.6 19.8 Other charges associated with restructuring 8.7 4.7 6.5 Total $ 36.1 $ 30.3 $ 26.3 Restructuring and exit costs are presented separately on the Consolidated Statements of Operations. Other associated charges associated with restructuring are recorded within Transition and transformation costs and Cost of sales on the Consolidated Statements of Operations. The following table provides the details for the restructuring and exit cost liabilities: (in millions) Lease Receivable Contracts, Net Facilities, Inventory and Property and Equipment Employee Termination Benefits Total Balance as of December 31, 2019 $ — $ — $ 13.4 $ 13.4 Accrual and accrual adjustments — — 25.6 25.6 Cash payments during period — — (12.5) (12.5) Write-offs — — — — Foreign currency translation — — (0.2) (0.2) Balance as of December 31, 2020 — — 26.3 26.3 Accrual and accrual adjustments 15.7 2.7 9.0 27.4 Cash payments during period — (1.7) (18.4) (20.1) Write-offs — (0.4) — (0.4) Foreign currency translation — — (0.2) (0.2) Balance as of December 31, 2021 $ 15.7 $ 0.6 $ 16.7 $ 33.0 The reserve for the lease receivable contracts, net, is included in Other receivables and the liability for employee termination benefits is included in Accrued restructuring costs, respectively, on the Consolidated Balance Sheet at December 31, 2021. We anticipate paying the employee termination benefits of $16.7 million in the restructuring accrual within the next twelve months. Restructuring charges by segment were as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Institutional $ 23.2 $ 22.0 $ 6.9 Food & Beverage 1.3 0.8 0.8 Corporate/Unallocated 2.9 2.8 12.1 Total $ 27.4 $ 25.6 $ 19.8 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table provides detail of comprehensive loss: (in millions) Unrecognized Pension Items Hedging Activities Cumulative Translation Adjustment Accumulated Other Balance December 31, 2019 $ (13.6) $ 3.8 $ (54.7) $ (64.5) Other comprehensive loss before reclassifications (28.2) (15.0) (99.4) (142.6) Amounts reclassified from AOCI to net loss (0.8) (4.8) — (5.6) Net change (29.0) (19.8) (99.4) (148.2) Balance December 31, 2020 $ (42.6) $ (16.0) $ (154.1) $ (212.7) Other comprehensive income (loss) before reclassifications 36.1 (1.5) 6.4 41.0 Amounts reclassified from AOCI to net income (loss) (0.1) 14.8 — 14.7 Net change 36.0 13.3 6.4 55.7 Balance December 31, 2021 $ (6.6) $ (2.7) $ (147.7) $ (157.0) The following table provides details of amounts reclassified from accumulated other comprehensive loss: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Defined benefit plans and other post-employment benefits: Prior service costs $ (1.4) $ (1.4) Actuarial gain 1.3 0.6 Total pre-tax amount (0.1) (0.8) Tax expense — 0.2 Net of tax (0.1) (0.6) Reclassifications from unrealized gains/losses from derivative instruments: Cross currency swaps 16.7 — Foreign currency forward contracts — 0.5 Interest rate swaps (1.8) (5.3) Interest rate caps (0.1) — Total pre-tax amount 14.8 (4.8) Tax expense (benefit) (2.8) 1.0 Net of tax 12.0 (3.8) Total reclassifications for the period $ 11.9 $ (4.4) |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS Our operating segments, which are consistent with our reportable segments, reflect the structure of our internal organization, the method by which our resources are allocated and the manner by which the chief operating decision maker assesses our performance. Our reportable segment structure includes two segments, Institutional and Food & Beverage. Our segments are described as follows: • Institutional - Our Institutional products and services are designed to enhance cleanliness, safety, environmental sustainability, and efficiency for our customers. We offer a broad range of products, solutions, equipment and machines including infection prevention and personal care, floor and building care chemicals, kitchen and mechanical warewash chemicals and machines, dosing and dispensing equipment, and floor care machines. We deliver these solutions to customers in the healthcare, education, food service, retail and grocery, hospitality, and building service contractors industries. • Food & Beverage - Our Food & Beverage products and services are designed to maximize the hygiene, safety, and efficiency of our customers’ production and cleaning processes while minimizing their impact on the natural resources they consume. We offer a broad range of products, solutions, equipment and machines including chemical products, engineering and equipment solutions, knowledge-based services, training through our Diversey Hygiene Academy, and water treatment. We deliver these solutions to enhance food safety, operational excellence, and sustainability for customers in the brewing, beverage, dairy, processed foods, pharmaceutical, and agriculture industries. No operating segments were aggregated to form our reportable segments. The reportable segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. We evaluate performance of the reportable segments based on the results of each segment. The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted EBITDA. Certain amounts within segment Adjusted EBITDA for prior periods have been reclassified to conform with the current presentation, with no impact on consolidated Adjusted EBITDA. As described in Note 1 - General and Description of Business , our net sales are comprised of commercial cleaning, sanitation and hygiene products and solutions for food safety and service, food and beverage plant operations, floor care, housekeeping and room care, laundry and hand care. Net sales for each of the Company’s reportable segments is as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Institutional $ 1,918.4 $ 1,995.3 $ 1,979.1 Food & Beverage 700.5 633.9 644.8 Total $ 2,618.9 $ 2,629.2 $ 2,623.9 Adjusted EBITDA for each of the Company’s reportable segments is as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Institutional $ 319.8 $ 336.4 $ 296.4 Food & Beverage 133.7 111.9 101.9 Total $ 453.5 $ 448.3 $ 398.3 The following table shows a reconciliation of Adjusted EBITDA for the Company's reportable segments to consolidated loss before income tax provision: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Adjusted EBITDA for reportable segments $ 453.5 $ 448.3 $ 398.3 Corporate costs (18) (43.4) (47.1) (58.5) Interest expense (126.3) (127.7) (141.0) Interest income 9.9 5.9 7.5 Amortization expense of intangible assets acquired (96.7) (98.2) (93.7) Depreciation expense included in cost of sales (82.7) (89.5) (84.4) Depreciation expense included in selling, general and administrative expenses (8.1) (7.9) (7.4) Transition and transformation costs and non-recurring costs (1) (52.3) (42.5) (52.8) Restructuring and exit costs (2) (27.4) (25.6) (19.8) Foreign currency (loss) gain related to Argentina subsidiaries (3) 2.1 (1.6) (11.4) Adjustment for tax indemnification asset (4) (6.9) (2.8) (7.1) Merger and acquisition-related cost (5) (1.2) (1.0) (0.3) Acquisition accounting adjustments (6) — — (1.9) Bain Capital management fee (7) (19.4) (7.5) (7.5) Non-cash pension and other post-employment benefit plan (8) 15.7 12.9 8.8 Unrealized foreign currency exchange gain (loss) (9) (12.9) 25.1 (10.8) Factoring and securitization fees (10) (4.7) (4.3) (3.4) Share-based compensation (11) (115.2) (67.5) (3.0) Tax receivable agreement adjustments (12) 10.1 — — Gain on sale of business and investments (13) — — 13.0 Loss on extinguishment of debt (14) (15.6) — — Realized foreign currency exchange loss on debt refinancing (15) (4.5) — — COVID-19 inventory charges (16) (13.9) — — Other items (17) (9.6) 1.7 (0.9) Loss before income tax provision $ (149.5) $ (29.3) $ (76.3) (1) In the period following the Diversey Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2021 include those necessary in becoming a publicly traded Company. (2) Includes costs related to restructuring programs and business exit activities. See Note 19 — Restructuring and Exit Activities in the Notes to our Consolidated Financial Statements for additional information. (3) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentine peso to the United States dollar and remeasurement charges/credits are recorded in our Consolidated Statements of Operations rather than as a component of Cumulative Translation Adjustment on our Consolidated Balance Sheets. (4) In connection with the Diversey Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. See Note 15 - Income Taxes in the Notes to our Consolidated Financial Statements for additional information. (5) These costs consisted primarily of investment banking, legal and other professional advisory services costs. (6) In connection with various acquisitions we recorded fair value increases to our inventory. These amounts represent the amortization of this increase. (7) Represents fees paid to Bain Capital pursuant a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. The management agreement was terminated in March 2021 pursuant to its terms upon the consummation of the IPO, and we recorded a termination fee of $17.5 million during 2021. (8) Represents the net impact of the expected return on plan assets, interest cost, and settlement cost components of net periodic defined benefit income related to our defined benefit pension plans. See Note 14 - Retirement Plans in the Notes to our Consolidated Financial Statements for additional information. (9) Represents the unrealized foreign currency exchange impact on our operations, primarily attributed to the valuation of the U.S. dollar-denominated debt held by our European entity. (10) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. See Note 6 - Financial Statement Details to our Consolidated Financial Statements for additional information. (11) Represents compensation expense associated with our Management Equity Incentive Plan and Long-Term Incentive Plan awards. See Note 18 — Share-Based Compensation in the Notes to our Consolidated Financial Statements for additional information. (12) Represents the adjustment to our tax receivable agreement liability due to changes in tax laws and changes in valuation allowances that impact the realizability of the attributes of the tax receivable agreement. See Note 15 — Income Taxes in the Notes to our Consolidated Financial Statements for additional information (13) Represents non-cash gain on sale of our shares in connection with the Virox IP Acquisition. See Note 5 — Acquisitions in the Notes to our Consolidated Financial Statements for additional information. (14) Represents the costs incurred in connection with the redemption of the 2017 Senior Notes on September 29, 2021. See Note 10 — Debt and Credit Facilities in the Notes to our Consolidated Financial Statements for additional information. (15) During 2021, the Company incurred a realized foreign currency exchange loss of $4.5 million related to the refinancing of the Senior Secured Credit Facilities. See Note 10 — Debt and Credit Facilities in the Notes to our Consolidated Financial Statements for additional information. (16) Customer demand for COVID-related products surged at the outset of COVID-19, and we met the rapidly increasing demand and sold the vast majority of this inventory. However, COVID-19 variant-related delays of customer reopenings and consumer activity resulted in a small portion of excess inventory. The Company recorded a charge of $13.9 million in the fourth quarter of 2021 for excess inventory and estimated disposal costs. (17) Includes other costs associated with restructuring which are recorded within Cost of sales. (18) Represents costs associated with corporate operations that are not specifically allocated to a reportable segment. The following table shows assets allocated by reportable segments. Assets allocated by reportable segment include trade receivables, net and inventories. (in millions) December 31, 2021 December 31, 2020 Institutional $ 557.8 $ 492.2 Food & Beverage 194.1 132.2 Corporate 3,548.1 3,661.7 Total $ 4,300.0 $ 4,286.1 Geographic Regions Net sales (1) by geographic region are as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Europe $ 1,157.3 $ 1,132.9 $ 1,189.4 North America (2) 708.7 784.2 581.1 Asia Pacific 338.3 326.2 394.5 Middle East & Africa 231.1 217.2 255.6 Latin America 183.5 168.7 203.3 Total $ 2,618.9 $ 2,629.2 $ 2,623.9 Long-lived assets and right of use assets (3) by geographic region are as follows: (in millions) December 31, 2021 December 31, 2020 Europe $ 126.1 $ 136.8 North America (4) 144.0 76.5 Asia Pacific 14.5 16.7 Middle East & Africa 10.6 11.6 Latin America 14.4 14.4 Total $ 309.6 $ 256.0 (1) No non-United States country accounted for net sales in excess of 10% of consolidated net sales for the years ended December 31, 2021, 2020 or 2019. (2) Net sales to external customers within the United States were $503.5 million, $610.9 million and $474.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. (3) No non-United States country accounted for long-lived assets and right of use assets in excess of 10% of consolidated long-lived assets and right of use assets as of December 31, 2021 or 2020. (4) Long-lived assets and right of use assets within the United States were $123.6 million and $56.6 million as of December 31, 2021 and 2020. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | LOSS) PER SHARE The following table sets forth the calculation of both basic and diluted loss per share for the periods ended: (in millions, except per share amounts) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Net loss attributable to common shareholders $ (174.8) $ (38.5) $ (109.0) Weighted average shares outstanding (1) 290.4 243.2 243.2 Dilutive securities (2) — — — Denominator for loss per share - weighted average shares 290.4 243.2 243.2 Basic and diluted loss per share $ (0.60) $ (0.16) $ (0.45) (1) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. (2) For all periods presented, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On January 24, 2022, we acquired Shorrock Trichem, a distributor of cleaning and hygiene solutions and services based in northwest England, with annual revenues of more than $30 million. This acquisition increases our capabilities in providing an enhanced value proposition to our customers, delivering access to mechanical ware washing, laundry machine leasing and washroom solutions which complement the market leading products that Diversey provides for these areas. This enables us to provide one point of service for customers, for both equipment and products. On January 24, 2022, we granted share-based awards to certain employees under our 2021 Omnibus Incentive Plan. These awards are subject to service-based vesting or cliff vesting. The awards consisted of 808,548 restricted share units with a grant-date fair value of $10.70 per share, 883,750 performance share units with a grant-date fair value of $10.70 per share, and 480,094 stock options with an exercise price of $10.73 per share. |
SCHEDULE II
SCHEDULE II | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II | Diversey Holdings, Ltd. SCHEDULE II Valuation and Qualifying Accounts and Reserves Description Balance at Beginning of Year Charged to Costs and Expenses Deductions Foreign Currency Translation and Other (1) Balance at End of Year (in millions) Year ended December 31, 2021 Allowance for trade receivables $ 28.7 $ (1.2) $ (5.1) $ 1.1 $ 23.5 Allowance for lease receivables $ 6.4 $ 15.7 $ (1.1) $ (0.3) $ 20.7 Inventory obsolescence reserve $ 24.4 $ 12.0 $ (6.5) $ 0.7 $ 30.6 Valuation allowance on deferred tax assets $ 79.5 $ 18.4 $ — $ — $ 97.9 Year ended December 31, 2020 Allowance for trade receivables $ 21.5 $ 9.7 $ (4.3) $ 1.8 $ 28.7 Allowance for lease receivables $ — $ 1.4 $ — $ 5.0 $ 6.4 Inventory obsolescence reserve $ 15.3 $ 13.4 $ (3.9) $ (0.4) $ 24.4 Valuation allowance on deferred tax assets $ 102.1 $ (22.6) $ — $ — $ 79.5 Year ended December 31, 2019 Allowance for trade receivables $ 20.3 $ 4.1 $ (2.9) $ (0.1) $ 21.5 Inventory obsolescence reserve $ 16.1 $ 4.1 $ (4.8) $ — $ 15.3 Valuation allowance on deferred tax assets $ 142.4 $ (40.2) $ — $ (0.1) $ 102.1 (1) The allowance for trade receivables includes $2.1 million and the allowance for lease receivables includes $5.1 million for the year ended December 31, 2020 related to the adoption of ASC 326, Credit Losses. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Our Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. These consolidated financial statements reflect our financial position, results of operations, cash flows and changes in stockholders' equity in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated. All amounts are in U.S. dollar denominated millions, except per share amounts and unless otherwise noted, and are approximate due to rounding. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements have been included. The accompanying notes are an integral part of the Consolidated Financial Statements. |
Reclassifications | Share-based compensation expense within the prior years' Consolidated Statements of Operations has been reclassified into Selling, general and administrative expenses to conform to the current year presentation, with no impact on net loss or accumulated deficit. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods. These estimates include, among other items, purchase price accounting, assessing the collectability of receivables, the use and recoverability of inventory, the estimation of the fair value of financial instruments, useful lives and recoverability of tangible and intangible assets and impairment of goodwill, assumptions used in our defined benefit pension plans and other post-employment benefit plans, fair value measurement of assets, rebate costs, costs for incentive compensation, the |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires the acquired assets, including separately identifiable intangible assets, and assumed liabilities to be recorded as of the acquisition date at their respective fair values. Any excess of the purchase price over the fair value of the assets acquired, including separately identifiable intangible assets, and liabilities assumed is recorded as goodwill. Fair value determination is subject to a significant degree of estimates. We use a measurement period following the acquisition date to gather information that existed as of the acquisition date that is needed to determine the fair value of the assets acquired and liabilities assumed. The measurement period ends once all information is obtained, but no later than one year from the acquisition date. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition. Where appropriate, external advisors are consulted to assist in the determination of fair value. For non-observable market values, fair value has been determined using acceptable valuation principles (e.g., multiple excess earnings and relief from royalty methods) which is considered to be a Level 3 fair value. Refer to Note 13 - Fair Value Measurements and Other Financial Instruments for further information. The results of operations for businesses acquired are included in the financial statements from the acquisition date. |
Foreign Currency Translation | Foreign Currency Translation Our reporting currency is the U.S. dollar. In most cases, non-U.S. based subsidiaries use their local currency as the functional currency for their respective business operations. Assets and liabilities of these operations are translated into U.S. dollars at the end of period exchange rates; income and expenses are translated using the average exchange rates for the reporting period. Resulting cumulative translation adjustments are recorded in “Foreign Currency Translation Adjustments” in the Consolidated Statements of Comprehensive Loss. Gains and losses from transactions denominated in foreign currencies other than the functional currency of the respective entity are included in the Consolidated Statements of Operations in Other (income) expense, net. |
Impact of Inflation and Currency Fluctuations | Impact of Inflation and Currency Fluctuations Argentina |
Financial Instruments | Financial Instruments We may from time to time use financial instruments, such as cross-currency swaps, interest rate swaps, caps and collars, U.S. Treasury lock agreements and foreign currency exchange forward contracts and options relating to borrowing and trade activities. We may also use these financial instruments from time to time to manage exposure to fluctuations in interest rates and foreign currency exchange rates. We do not purchase, hold or sell derivative financial instruments for trading purposes. We face credit risk if the counterparties to these transactions are unable to perform their obligations. Our policy is to have counterparties to these contracts that are rated at least BBB- by Standard & Poor’s and Baa3 by Moody’s. Derivative instruments are reported at fair value and establish criteria for designation and the effectiveness of transactions entered into for hedging purposes. Before entering into any derivative transaction, we identify the specific financial risk, the appropriate hedging instrument to use to reduce this risk, and the correlation between the financial risk and the hedging instrument. We use forecasts and historical data as the basis for determining the anticipated values of the transactions to be hedged. We do not enter into derivative transactions that do not have a high correlation with the underlying financial risk trying to be reduced. We regularly review hedge positions and the correlation between the transaction risks and the hedging instruments. Derivative instruments are accounted for as hedges of the related underlying risks if we designate these derivative instruments as hedges and the derivative instruments are effective as hedges of recognized assets or liabilities, forecasted transactions, unrecognized firm commitments or forecasted intercompany transactions. We record gains and losses on derivatives qualifying as cash flow hedges in other comprehensive income (loss) to the extent that hedges are effective and until the underlying transactions are recognized as gains or losses in the Consolidated Statements of Operations. |
Revenue Recognition, Shipping and Handling Costs and Tax Collected from Customers | Revenue Recognition Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from products and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of products or delivery of the equipment. Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date, which corresponds with the transfer of control. See Note 4 - Revenue Recognition for further information. Our sales policies do not provide for general rights of return. We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. We also record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. Shipping and Handling Costs Costs incurred for the transfer and delivery of goods to customers are recorded as a component of cost of sales. Tax Collected from Customers Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from customers, are excluded from net sales. |
Research and Development | Research and Development Research and development costs, which consist primarily of employee related costs, are expensed as incurred, and were $33.4 million, $32.2 million and $41.2 million for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. Costs incurred are recorded as a component of Selling, general and administrative expenses within the Consolidated Statements of Operations. |
Share-Based Compensation | Share-Based Compensation Share-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period. See Note 18—Share-based Compensation for further information. |
Restructuring and Exit Costs | Restructuring and Exit Costs The Company’s restructuring and exit activities are associated with a series of strategic initiatives aimed at maintaining a competitive cost structure, workforce optimization and further refinement of our business model and our strategy of selling solutions to customers. Restructuring and exit charges incurred in connection with these activities consist of employee termination benefits (one-time arrangements and benefits attributable to prior service), termination of contractual obligations, non-cash asset charges and other direct incremental costs. Restructuring and exit charges are recorded separately on the Consolidated Statements of Operations. Other charges associated with restructuring are recorded within Transition and transformation costs on the Consolidated Statements of Operations. See Note 19—Restructuring and Exit Activities for further information. |
Earnings per Share | Earnings per ShareBasic earnings per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if commitments to issue ordinary shares were exercised or equity awards vested resulting in the issuance of ordinary shares that could share in the earnings of the Company. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. We do not provide for income taxes on undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested. Where we do not intend to indefinitely reinvest earnings of foreign subsidiaries, we provide for income taxes and foreign withholding taxes, where applicable, on undistributed earnings. We recognize the benefit of an income tax position only if it is “more likely than not” that the tax position will be sustained. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized. Additionally, we recognize interest and penalties accrued related to unrecognized tax benefits as a component of provision (benefit) for taxes on income. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Our policy is to invest cash in excess of short-term operating and debt service requirements in cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short-term maturity of |
Restricted Cash and Compensating Balances | Restricted Cash and Compensating Balance Deposits Restricted cash (which includes compensating balance deposits) is recorded in Prepaid expenses and other current assets and Other non-current assets on the Consolidated Balance Sheets. |
Trade Receivables, Net | Trade Receivables, Net In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria. Trade receivables, which are included on the Consolidated Balance Sheets, are net of allowances for doubtful accounts. We maintain trade receivable allowances using an expected credit loss model, which uses a lifetime expected credit loss allowance for all trade and lease receivables, resulting from the likelihood of failure of our customers to make required payments. To measure expected credit losses, trade and lease receivables are grouped based on shared risk characteristics and the days past due. An additional allowance may be required if the financial condition of our customers deteriorate. We charge-off trade receivables after all standard collection procedures have been applied without success. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, as determined by the first-in, first-out method. Costs related to inventories include raw materials, direct labor and manufacturing overhead which are included in cost of sales on the Consolidated Balance Sheets. Costs such as idle facility expense, excessive scrap and re-handling costs are expensed as incurred. The Company maintains reserves to reduce the value of inventory to the lower of cost or net realizable value, including reserves for excess and obsolete inventory. These reserves are based on management’s assumptions about and analysis of relevant factors including current levels of orders and backlog, forecasted demand, and market conditions that diminish the value of existing inventories. If actual market conditions |
Property and Equipment, Net | Property and Equipment, Net We state property and equipment at cost, including the fair value of any asset retirement obligations upon initial recognition of the liability, except for the fair value of acquired property and equipment that have been impaired, for which we reduce the carrying amount to the estimated fair value at the impairment date. We capitalize significant improvements and charge repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. We depreciate the cost of property and equipment over their estimated useful lives using the straight-line method over the estimated useful lives of the assets: Asset Type Useful Life Building and building equipment 20-40 years Machinery and equipment 5-10 years Other property and equipment 2-10 years |
Free on Loan Equipment | Free on Loan EquipmentWe have sales arrangements in which certain equipment, an inventory item, is provided to customers for “free on loan” or at “no charge” on the condition that the customer purchases a minimum amount of related consumables for use with the equipment. Providing equipment to customers in this manner is part of a sales strategy that ensures the long-term and continued use by the end customer of our consumable products (e.g. chemical cleaning solutions). This practice is common in the markets we serve. Under these sales arrangements, we assign all revenue to the delivery of consumables and the equipment is depreciated over the equipment’s useful life or the life of the customer program, whichever is shorter. For any equipment that have been impaired, we reduce the carrying amount to the estimated fair value at the impairment date. The equipment is classified as part of other non-current assets on our Consolidated Balance Sheets. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets represent a significant portion of our total assets. Our goodwill had a carrying value of $471.5 million and $467.0 million as of December 31, 2021 and December 31, 2020, respectively. Indefinite-lived intangible assets, which consist of the Diversey trade name, had a carrying value of $854.7 million and $900.4 million as of December 31, 2021 and December 31, 2020, respectively. We review goodwill and indefinite-lived intangible assets for possible impairment on a reporting unit level, which are consistent with our operating segments, on an annual basis as of October 1st of each year, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. Such events may include, but are not limited to, impairment of other assets or establishment of valuation allowances on deferred tax assets, cash flow or operating losses at a reporting unit, negative current events or long-term outlooks for our industry, and negative adjustments to future forecasts. In performing the annual goodwill impairment assessment, we have the option under U.S. GAAP to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we conclude from the qualitative assessment that there are no indicators of impairment, we do not perform a quantitative test, which would require a valuation of the reporting unit as of October 1. U.S. GAAP provides a set of qualitative factors such as macroeconomic, industry, market and company specific factors, including cost factors, overall performance, market capitalization, and other events specific to the company to consider in performing the qualitative assessment described above, which factors are not all inclusive; management considers the factors it deems relevant in making its more likely than not assessments. If we conclude from our qualitative assessment that there are indicators of impairment and that a quantitative test is required, the annual or interim quantitative goodwill impairment test involves comparing the fair value of each of our reporting units with goodwill to its carrying value, including the goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, there is no impairment and no further testing is required. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recognized in an amount of the excess, limited to the amount of goodwill allocated to the reporting unit. Our annual assessment of the recovery of goodwill begins with management’s reassessment of its operating segments and reporting units. A reporting unit is an operating segment or one level below an operating segment, which is referred to as a component. This reassessment of reporting units is also made each time we change our operating segments. If the goodwill of a reporting unit is allocated to newly-formed reporting units, the allocation is made to each reporting unit based upon their relative fair values. Based on the results of our 2021 annual qualitative assessment, we concluded that it was more likely than not that the fair value of each of the reporting units exceeded its carrying value. As such, it was not necessary to perform a quantitative impairment analysis, and we concluded that our reporting units were not impaired. For our 2020 and 2019 annual assessments, we elected to bypass performing the qualitative screen and went directly to performing the quantitative test, and neither test identified any impairments. As of December 31, 2020, the estimate of the excess of fair value over carrying value is greater than 20% of the fair value for both of our reporting units. The fair value of our reporting units is determined using both an income approach, which is based on discounted cash flows (“DCF”), and a market approach when we quantitatively test goodwill for impairment, either on an interim basis or annual basis as of October 1 of each year. Significant judgments inherent in using a DCF analysis include the selection of appropriate discount and long-term growth rates and estimating the amount and timing of expected future cash flows. The expected cash flows used in the DCF analyses are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. The discount rates and growth rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate and the long-term growth rate, are assessed based on each reporting unit's current results and forecasted future performance, as well as macroeconomic and industry specific factors, and reflect our best estimate as of the impairment testing date. Any changes in such assumptions or estimates as a result of changes in our budgets, forecasts or negative macroeconomic trends could significantly affect the value of the Company’s reporting units which could impact whether an impairment of goodwill has occurred. The discount rates used in the quantitative test for determining the fair value of our reporting units was 9.0% in 2020, and ranged from 8.0% to 13.5% in 2019. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. If the carrying value of the indefinite-lived intangible asset exceed its estimated fair value, an impairment equal to the excess is recorded. The 2021, 2020 and 2019 annual assessments of the indefinite-lived intangible asset did not identify any impairments. Based on the results of our 2021 annual qualitative assessment, we concluded that it was more likely than not that the fair value of the indefinite-lived intangible asset exceeded the carrying value. As such, it was not necessary to perform a quantitative impairment analysis, and we concluded that the indefinite-lived intangible asset was not impaired. When performing a quantitative test, we determine the fair value of the indefinite-lived intangible asset using a relief from royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license our trade names. The future cash flows are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. Assumptions used in the relief from royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in our annual indefinite-lived impairment assessment was 9.0% in 2020 and 10.5% in 2019, and the royalty rate used in 2020 and 2019 was 3.0%. Estimating the fair value of a reporting unit and the indefinite-lived intangible asset involves uncertainties because it requires management to develop numerous assumptions, including assumptions about the future growth and potential volatility in revenues and costs, capital expenditures, industry economic factors and future business strategy. Changes in projected revenue growth rates, projected operating income margins or estimated discount rates due to uncertain market conditions, loss of one or more key customers, changes in the Company’s strategy, or other factors could negatively affect the fair value of the Company’s reporting units or the indefinite-lived intangible asset and result in a material impairment charge in the future. |
Long-Lived Assets | Long-Lived Assets Long-lived assets represent a significant portion of our total assets, the aggregate amount of which was $1,602.2 million and $1,667.0 million, as of December 31, 2021 and December 31, 2020, respectively. Such long-lived assets primarily consist of definite-lived intangible assets in an aggregate amount of $1,292.6 million and $1,411.0 million as of December 31, 2021 and December 31, 2020, respectively. We perform an impairment review for definite-lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Such events may include, but are not limited to, a significant decrease in the market price of an asset or asset group, change in manner in which an asset is being used, significant change in business climate and significant cash flow or operating losses that demonstrate continuing losses associated with the use of the asset. We calculate the undiscounted value of the projected cash flows expected to result from the use and eventual disposition of the asset or asset group and compare this estimated amount to the carrying value of the asset or asset group. If the carrying amount is found to be greater than the undiscounted value of the projected cash flows of the asset or asset group, we record an impairment loss of the excess of carrying value over the fair value of the asset or asset group. In addition, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate. Definite-lived intangible assets, such as trade names and customer relationships are amortized over their estimated economic lives. The reasonableness of the useful lives of these assets is regularly evaluated. Once these assets are fully amortized, they are removed from the balance sheet. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. |
Lessee Operating and Finance Leases | Lessee Operating and Finance Leases We have various operating and finance lease agreements related to property, machinery, vehicles and other equipment. Our operating leases include vehicles, buildings, equipment, material handling, storage and land. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments over the term. The operating lease right-of-use asset also includes accrued lease expense resulting from the straight-line accounting under prior accounting methods, which is now being amortized over the remaining life of the lease. Our finance leases relate to equipment. Our lease payments consist of fixed payments and variable payments. We determine our variable payments based on an index or a rate (i.e. CPI or a market interest rate) that is initially measured at the commencement date. Fixed payments are both fixed and in-substance payments, less any lease incentives paid or payable. Some of our leases include options to extend the lease, with renewal terms that can extend the lease term from one Our leases do not contain residual value guarantees, which are guarantees made to the lessor that the value of an underlying asset returned to the lessor at the end of a lease will be at least a specified amount. Our leases do not contain restrictions or covenants that restrict us from incurring other financial obligations. At the inception of our contracts we determine if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The discount rate for leases is determined based on the incremental borrowing rate ("IBR"). Our IBR is based on information available on the lease commencement date to determine the present value of future payments. For our leases, we have not elected to not apply the recognition requirements to leases of twelve months or less. These leases will be expensed on a straight-line basis and no operating lease liability will be recorded. We did not participate in lease transactions with related parties. |
Lessor Operating and Sales-Type Leases | Lessor Operating and Sales-Type Leases We lease dosing and dispensing equipment to customers under operating and sales-type leases. Our accounting policy for these leases is to account for lease and non-lease components separately. The non-lease components, such as product and service revenue, are accounted for under Topic 606 Revenue from Contracts with Customers, see Note 4 - Revenue Recognition for further information. Revenue from operating leases is recognized on a straight-line basis over the life of the lease. Cost of sales from operating leases includes the depreciation expense for assets under lease. The assets are depreciated over their estimated useful lives. Revenue from sales-type leases is recognized as the present value of the future lease payments in the period the lease agreement is signed and the equipment is delivered to the customer. Interest income is recognized using the effective interest method over the life of the lease. Cost of sales from sales-type leases includes the cost for assets under lease. Initial lease terms range from one year to five years and most leases include renewal options. Lease contracts convey the right for the customer to control the equipment for a period of time as defined by the contract. Under our operating leases, there are no options for the customer to purchase the equipment and therefore the equipment remains the property of the Company at the end of the lease term. |
Pensions Benefits | Pension Benefits In connection with the Diversey Acquisition, we assumed certain defined benefit plan obligations and acquired certain related plan assets for current employees of our subsidiaries. In addition, we implemented a replacement retiree health care reimbursement plan for certain U.S. based employees. The projected benefit obligation and the net periodic benefit cost are based on third-party actuarial assumptions and estimates that are reviewed and approved by management on a plan-by-plan basis each fiscal year. The principal assumptions concern the discount rate used to measure future obligations, the expected future rate of return on plan assets and the expected rate of future compensation increases. We revise these assumptions based on an annual evaluation of long-term trends and market conditions that may have an impact on the cost of providing retirement benefits. In determining the discount rate, we utilize market conditions and other data sources management considers reasonable based upon the profile of the remaining service life of eligible employees. The expected long-term rate of return on plan assets is determined by taking into consideration the weighted-average expected return on our asset allocation, asset return data, historical return data, and the economic environment. We believe these considerations provide the basis for reasonable assumptions of the expected long-term rate of return on plan assets. The rate of compensation increase is based on our long-term plans for such increases. The measurement date used to determine benefit obligations and plan assets is December 31. In general, material changes to the principal assumptions could have a material impact on the costs and liabilities recognized in our Consolidated Financial Statements. Refer to Note 14 - Retirement Plans for further information. |
New Accounting Guidance | New Accounting Guidance We consider the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements. Recently Issued Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued. The Company can elect to apply the amendments in this update as of March 12, 2020 through December 31, 2022, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company continues to evaluate this new standard update and the impact of this guidance on the Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Useful lives of property and equipment | We depreciate the cost of property and equipment over their estimated useful lives using the straight-line method over the estimated useful lives of the assets: Asset Type Useful Life Building and building equipment 20-40 years Machinery and equipment 5-10 years Other property and equipment 2-10 years Our property and equipment and accumulated depreciation balances were as follows: (in millions) December 31, 2021 December 31, 2020 Land and improvements $ 41.3 $ 44.0 Buildings 55.4 51.9 Machinery and equipment 95.4 81.9 Other property and equipment 51.6 47.9 Construction-in-progress 49.4 28.5 Property and equipment, gross 293.1 254.2 Less: Accumulated depreciation (82.4) (65.9) Property and equipment, net $ 210.7 $ 188.3 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from contracts with customers summarized by region | Revenues from contracts with customers summarized by region were as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Europe $ 1,153.1 $ 1,129.3 $ 1,186.9 North America 701.7 777.2 574.8 Asia Pacific 328.8 312.0 371.6 Middle East and Africa 231.1 217.2 255.6 Latin America 183.5 168.5 203.0 Topic 606 Revenue 2,598.2 2,604.2 2,591.9 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 20.7 25.0 32.0 Total $ 2,618.9 $ 2,629.2 $ 2,623.9 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair values of the net assets acquired | The following table summarizes the fair values of the net assets acquired during 2021 and 2020 (excluding the Virox IP acquisition in 2019): (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash and cash equivalents $ 1.7 $ 2.7 Trade receivables 7.7 4.1 Inventories 9.1 2.9 Prepaid expenses and other current assets 0.8 0.2 Property, plant and equipment 2.9 1.3 Other non-current assets — 0.1 Intangible assets (1) 21.9 19.6 Accounts payable (6.5) (4.9) Other current liabilities (1.2) (0.9) Deferred taxes (5.7) (1.8) Net assets acquired before goodwill on acquisition 30.7 23.3 Goodwill on acquisition 28.1 30.6 Net cash paid for acquisitions (2) $ 58.8 $ 53.9 (1) The fair value of the intangible assets, which represents customer relationships and intellectual property, was determined using the Income Approach, which measures the value of an intangible asset based on the present value of its future economic benefits. This approach converts future economic benefits to a single current amount by discounting the future benefits at a rate of return sufficient to satisfy the risks and rewards associated with ownership of similar assets. This measurement reflects current market expectations regarding its future economic benefits. The Income Approach is a non-recurring Level 3 fair value assessment. (2) Additionally, the Company purchased the land and building facilities associated with Wypetech on August 4, 2020 for $2.1 million. This is included in Property and equipment within the Consolidated Balance Sheets. |
FINANCIAL STATEMENT DETAILS (Ta
FINANCIAL STATEMENT DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net inventory balances | Our net inventory balances were: (in millions) December 31, 2021 December 31, 2020 Raw materials $ 74.2 $ 60.8 Work in process 2.8 3.7 Finished goods 260.6 217.9 $ 337.6 $ 282.4 |
Activity in allowance for credit losses for trade and lease receivables | The following represents the activity in our allowance for credit losses for trade and lease receivables: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Balance, beginning of period $ 35.1 $ 21.5 Adoption of ASC 326 — 7.1 Provision for (recovery of) bad debts (1.2) 11.1 Provision for lease receivables associated with exit activities 15.7 — Write-offs (5.4) (4.6) Balance, end of period $ 44.2 $ 35.1 |
Components of prepaid expenses and other current assets | The components of prepaid expenses and other current assets were as follows: (in millions) December 31, 2021 December 31, 2020 Prepaid expenses $ 36.1 35.2 Income tax receivables 20.2 22.2 Derivatives 11.3 — Restricted cash and compensating balance deposits 0.3 3.2 Other current assets 1.5 1.4 $ 69.4 $ 62.0 |
Components of other non-current assets | The components of other non-current assets were as follows: (in millions) December 31, 2021 December 31, 2020 Dosing and dispensing equipment $ 142.0 $ 153.0 Deferred taxes 51.8 60.6 Operating lease right-of-use assets, net 94.6 62.8 Derivatives 25.9 — Tax indemnification asset 17.8 24.8 Lease receivables 18.0 30.2 Finance lease right-of-use assets, net 4.3 4.9 Deferred financing fees - revolver 2.5 0.9 Restricted cash 0.3 5.6 Other non-current assets 25.1 26.3 $ 382.3 $ 369.1 |
Components of other current liabilities | The components of other current liabilities were as follows: (in millions) December 31, 2021 December 31, 2020 Accrued customer volume rebates $ 138.1 $ 146.0 Accrued salaries, wages and related costs 86.2 131.9 Value added, general and sales tax payable 25.3 36.0 Operating lease liability 21.4 22.9 Accrued interest payable 11.0 24.6 Derivatives 8.2 8.8 Accrued share-based compensation 5.4 69.6 Contingent consideration 4.4 3.3 Income taxes payable 8.4 6.0 Other accrued liabilities 76.1 63.3 $ 384.5 $ 512.4 |
Components of other non-current liabilities | The components of other non-current liabilities were as follows: (in millions) December 31, 2021 December 31, 2020 Tax receivable agreement $ 238.1 $ — Defined benefit pension plan liability 127.3 203.1 Operating lease liability 72.5 38.8 Uncertain tax positions 44.5 43.7 Asset retirement obligations 6.4 6.6 Accrued share-based compensation 6.0 — Derivatives 4.9 12.0 Other post-employment benefit plan liability 2.1 2.2 Contingent consideration 0.2 4.9 Other non-current liabilities 18.0 17.0 $ 520.0 $ 328.3 |
Details of Other (Income) Expense, net | The following table provides details of our Other (income) expense, net: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Interest income $ (9.9) $ (5.9) (7.5) Unrealized foreign exchange (gain) loss 12.9 (25.1) 10.8 Realized foreign exchange (gain) loss 5.9 (0.9) 0.6 Non-cash pension and other post-employment benefit plan (15.7) (12.9) (8.8) Release of tax indemnification asset (1) 6.9 2.8 7.1 Factoring and securitization fees 4.7 4.3 3.4 Tax receivable agreement adjustments (10.1) — — Other, net 5.2 (3.0) 0.4 $ (0.1) $ (40.7) $ 6.0 (1) The release of the tax indemnification asset was due to the lapse of statute of limitations for unrecognized tax benefits. See Note 15 - Income Taxes for further discussion. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment and accumulated depreciation balances | We depreciate the cost of property and equipment over their estimated useful lives using the straight-line method over the estimated useful lives of the assets: Asset Type Useful Life Building and building equipment 20-40 years Machinery and equipment 5-10 years Other property and equipment 2-10 years Our property and equipment and accumulated depreciation balances were as follows: (in millions) December 31, 2021 December 31, 2020 Land and improvements $ 41.3 $ 44.0 Buildings 55.4 51.9 Machinery and equipment 95.4 81.9 Other property and equipment 51.6 47.9 Construction-in-progress 49.4 28.5 Property and equipment, gross 293.1 254.2 Less: Accumulated depreciation (82.4) (65.9) Property and equipment, net $ 210.7 $ 188.3 |
GOODWILL AND IDENTIFIABLE INT_2
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of goodwill balances by reportable segment | The following table represents a roll forward of our goodwill balances by reportable segments: (in millions) Institutional Food & Beverage Total Balance at December 31, 2019 $ 308.3 $ 108.6 $ 416.9 Acquisitions 22.0 17.9 39.9 Foreign currency translation 7.6 2.6 10.2 Balance at December 31, 2020 337.9 129.1 467.0 Acquisitions 3.5 24.6 28.1 Acquisition adjustments (1) — (8.5) (8.5) Foreign currency translation (11.0) (4.1) (15.1) Balance at December 31, 2021 $ 330.4 $ 141.1 $ 471.5 (1) Represents measurement period adjustments related to the SaneChem acquisition. |
Gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite lives | The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2021: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Weighted Average Remaining Amortization Periods Customer relationships $ 920.6 $ (181.0) $ — $ 739.6 25.0 years Trademarks 27.7 (7.5) — 20.2 12.4 years Capitalized software 84.2 (70.1) — 14.1 1.4 years Brand name 610.4 (131.4) — 479.0 15.6 years Non-compete agreements 8.8 (8.2) — 0.6 4.1 years Favorable leases 4.4 (3.1) — 1.3 1.1 years Intellectual property 44.5 (6.7) — 37.8 9.9 years Total intangible assets with definite lives 1,700.6 (408.0) — 1,292.6 Trade name with indefinite life 854.7 — — 854.7 Total identifiable intangible assets $ 2,555.3 $ (408.0) $ — $ 2,147.3 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Weighted Average Remaining Amortization Periods Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 26.3 years Trademarks 28.8 (5.3) — 23.5 13.5 years Capitalized software 76.7 (58.5) — 18.2 1.6 years Brand name 642.7 (106.5) — 536.2 16.7 years Non-compete agreements 8.5 (8.4) — 0.1 0.8 years Favorable leases 4.3 (2.3) — 2.0 1.7 years Intellectual property 37.4 (3.2) — 34.2 11.0 years Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trade name with indefinite life 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 |
Gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with indefinite lives | The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2021: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Weighted Average Remaining Amortization Periods Customer relationships $ 920.6 $ (181.0) $ — $ 739.6 25.0 years Trademarks 27.7 (7.5) — 20.2 12.4 years Capitalized software 84.2 (70.1) — 14.1 1.4 years Brand name 610.4 (131.4) — 479.0 15.6 years Non-compete agreements 8.8 (8.2) — 0.6 4.1 years Favorable leases 4.4 (3.1) — 1.3 1.1 years Intellectual property 44.5 (6.7) — 37.8 9.9 years Total intangible assets with definite lives 1,700.6 (408.0) — 1,292.6 Trade name with indefinite life 854.7 — — 854.7 Total identifiable intangible assets $ 2,555.3 $ (408.0) $ — $ 2,147.3 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Weighted Average Remaining Amortization Periods Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 26.3 years Trademarks 28.8 (5.3) — 23.5 13.5 years Capitalized software 76.7 (58.5) — 18.2 1.6 years Brand name 642.7 (106.5) — 536.2 16.7 years Non-compete agreements 8.5 (8.4) — 0.1 0.8 years Favorable leases 4.3 (2.3) — 2.0 1.7 years Intellectual property 37.4 (3.2) — 34.2 11.0 years Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trade name with indefinite life 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 |
Estimated amortization expense | The estimated amortization expense related to the fair value of acquired intangible assets for each of the succeeding five years and thereafter is: (in millions) Amount 2022 $ 82.4 2023 71.2 2024 69.1 2025 68.4 2026 68.3 Thereafter 933.2 $ 1,292.6 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet information related to leases | Supplemental Balance Sheet information related to leases is as follows: (in millions) Balance Sheet Line Item December 31, 2021 December 31, 2020 Assets: Right-of-use operating lease assets Other non-current assets $ 94.6 $ 62.8 Right-of-use finance lease assets Other non-current assets 4.3 4.9 Total $ 98.9 $ 67.7 Liabilities: Current: Operating lease Other current liabilities $ 21.4 $ 22.9 Finance lease Current portion of long-term debt 1.8 1.8 Total $ 23.2 $ 24.7 Non-current: Operating lease Other non-current liabilities $ 72.5 $ 38.8 Finance lease Long-term debt, less current portion 2.6 3.4 Total $ 75.1 $ 42.2 |
Weighted average remaining lease term and weighted average discount rate, lease costs, and cash flow information | The following table provides information on the weighted average remaining lease term and weighted average discount rate for operating and finance leases: December 31, 2021 December 31, 2020 Weighted average remaining lease term: Years Years Operating leases 9.5 3.9 Finance leases 2.5 3.1 Weighted average remaining discount rate: Rate Rate Operating leases 5.19 % 5.82 % Finance leases 4.69 % 4.81 % The following presents the components of total operating costs and total finance lease costs: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Operating lease cost $ 34.4 $ 35.4 Short-term lease cost 10.2 6.0 Variable lease cost — 0.9 Total operating costs 44.6 42.3 Finance lease cost: Amortization of right-of-use assets 2.2 2.1 Interest on lease liabilities 0.3 0.3 Total finance lease cost 2.5 2.4 Total lease cost $ 47.1 $ 44.7 Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating and finance lease liabilities, and as such, are excluded from the supplemental cash flow information stated below. (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of: Operating cash flows from operating leases $ 33.5 $ 35.4 Operating cash flows from finance leases $ 0.3 $ 0.3 Financing cash flows from finance leases $ 2.2 $ 2.0 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 63.0 $ 3.8 Finance leases $ 2.2 $ 1.7 |
Maturity analysis of operating leases | The following maturity analysis presents expected undiscounted cash payments for operating and finance leases on an annual basis as of December 31, 2021: (in millions) Operating Leases Finance Leases Total 2022 $ 28.4 $ 2.0 $ 30.4 2023 21.0 1.8 22.8 2024 14.9 0.8 15.7 2025 9.3 0.1 9.4 2026 6.9 — 6.9 Thereafter 66.2 — 66.2 Total lease payments 146.7 4.7 151.4 Less: imputed interest and lease incentives (52.8) (0.3) (53.1) Total payments $ 93.9 $ 4.4 $ 98.3 |
Maturity analysis of finance leases | The following maturity analysis presents expected undiscounted cash payments for operating and finance leases on an annual basis as of December 31, 2021: (in millions) Operating Leases Finance Leases Total 2022 $ 28.4 $ 2.0 $ 30.4 2023 21.0 1.8 22.8 2024 14.9 0.8 15.7 2025 9.3 0.1 9.4 2026 6.9 — 6.9 Thereafter 66.2 — 66.2 Total lease payments 146.7 4.7 151.4 Less: imputed interest and lease incentives (52.8) (0.3) (53.1) Total payments $ 93.9 $ 4.4 $ 98.3 |
Undiscounted cash flows from operating leases | The Company's undiscounted cash flows from operating and sales-type leases for existing contracts as of December 31, 2021 is as follows: (in millions) Amount 2022 $ 9.7 2023 8.1 2024 5.8 2025 2.8 2026 1.1 Thereafter 0.2 Total $ 27.7 |
Undiscounted cash flows from sales-type leases | The Company's undiscounted cash flows from operating and sales-type leases for existing contracts as of December 31, 2021 is as follows: (in millions) Amount 2022 $ 9.7 2023 8.1 2024 5.8 2025 2.8 2026 1.1 Thereafter 0.2 Total $ 27.7 |
DEBT AND CREDIT FACILITIES (Tab
DEBT AND CREDIT FACILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of debt and credit facilities | The components of debt and credit facilities were as follows: (in millions) December 31, 2021 December 31, 2020 Senior Secured Credit Facilities 2021 U.S. Dollar Term Loan $ 1,500.0 $ — 2017 U.S. Dollar Term Loan — 873.0 U.S. Dollar Incremental Loan — 149.6 Euro Term Loan — 1,146.9 Revolving Credit Facility — — 2021 Senior Notes 500.0 — 2017 Senior Notes — 548.5 Short-term borrowings 10.7 0.4 Finance lease obligations 4.4 5.2 Financing obligations 23.1 22.5 Unamortized deferred financing costs (35.3) (39.6) Unamortized original issue discount (8.3) (6.2) Total debt 1,994.6 2,700.3 Less: Current portion of long-term debt (10.9) (13.2) Short-term borrowings (10.7) (0.4) Long-term debt $ 1,973.0 $ 2,686.7 |
Debt redemption prices | The Company may redeem the 2021 Senior Notes, in whole or in part, on or after October 1, 2024, at the redemption prices (expressed as percentages of principal amount) set forth in the indenture governing the 2021 Senior Notes, together with accrued and unpaid interest and additional amounts, if any, to, but excluding, the applicable redemption date: Year Percentage October 1, 2024 to September 30, 2025 102.313% October 1, 2025 to September 30, 2026 101.156% On or after October 1, 2026 100.000% |
Future principal repayments | Below is a schedule of required future principal repayments of our Senior Secured Credit Facilities and 2021 Senior Notes outstanding on December 31, 2021: (in millions) Amount 2022 $ 15.0 2023 15.0 2024 15.0 2025 15.0 2026 15.0 Thereafter 1,925.0 $ 2,000.0 |
PREFERRED EQUITY CERTIFICATES (
PREFERRED EQUITY CERTIFICATES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Preferred equity certificates | The PECs are summarized in the following table: (in millions) Maturity date Interest Rate Carrying Value December 31, 2020 Redemption Foreign Currency Translation Carrying Value December 31, 2021 Interest Expense Series 1 PECs 9/1/2047 See below $ 641.7 $ (620.9) $ (20.8) $ — $ — |
DERIVATIVES AND HEDGING ACTIV_2
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative instruments included in the Consolidated Balance Sheets | The following table details the fair value of our derivative instruments, which are included as a part of our Other non-current assets, Other current liabilities and Other non-current liabilities in our Consolidated Balance Sheets. (in millions) December 31, 2021 December 31, 2020 Derivatives designated as hedging instruments: Derivative assets Foreign currency forward contracts $ 0.6 $ — Interest rate caps 2.9 — Cross currency swaps 32.6 — Total derivative assets $ 36.1 $ — Derivative liabilities Interest rate swaps $ — $ (20.8) Interest rate caps (0.7) — Total derivative liabilities $ (0.7) $ (20.8) Derivatives not designated as hedging instruments: Derivative assets Foreign currency forward contracts $ 1.1 $ — Total derivative assets $ 1.1 $ — Derivative liabilities Foreign currency forward contracts $ (1.1) $ — Interest rate swaps (11.3) — Total derivative liabilities $ (12.4) $ — |
Components of derivatives | Our derivatives consist of the following: (in millions) Notional Amount Original Maturity in Months Floating to fixed interest rate swap (1) (2) $ 720.0 60 Fixed to floating interest rate swap (2) $ 720.0 36 U.S. dollar to Euro currency swap $ 500.0 60 U.S. dollar floating to Euro fixed interest rate swap $ 500.0 60 U.S. dollar interest rate cap $ 650.0 36 U.S. dollar currency forward contracts $ 223.5 1-12 (1) The notional amount is reduced to $315.0 million at month 48. (2) In connection with our debt refinancing in 2021, we entered into a fixed to floating interest rate swap to offset the existing floating to fixed interest rate swap. |
Effect of derivative instruments on Consolidated Statements of Operations | The following table details the (income) expense related to our derivative instruments on our Consolidated Statements of Operations, for which the amounts are included in Other (income) expense: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Foreign currency forward contracts $ (0.1) $ 0.5 $ 0.2 Interest rate swaps (0.2) (5.3) — Interest rate caps (0.1) — — Cross currency swaps (29.4) — — Total $ (29.8) $ (4.8) $ 0.2 |
FAIR VALUE MEASUREMENTS AND O_2
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value hierarchy of financial assets and liabilities measured on a recurring basis | The following table details the fair value hierarchy of our financial assets and liabilities, which are measured at fair value on a recurring basis: December 31, 2021 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 111.6 $ 111.6 $ — $ — Restricted cash and compensating balance deposits $ 0.6 $ 0.6 $ — $ — Cross currency swaps, net $ 32.6 $ — $ 32.6 $ — Interest rate caps, net $ 2.2 $ — $ 2.2 $ — Foreign currency forward contracts, net $ 0.6 $ — $ 0.6 $ — Interest rate swaps, net $ (11.3) $ — $ (11.3) $ — Contingent consideration $ (4.6) $ — $ — $ (4.6) December 31, 2020 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) |
Carrying amounts and estimated fair values of debt and Preferred Equity Certificates | The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: December 31, 2021 December 31, 2020 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2021 U.S. Dollar Term Loan (1) $ 1,463.4 $ 1,464.9 $ — $ — 2017 U.S. Dollar Term Loan (1) — — 859.1 856.3 U.S. Dollar Incremental Loan (1) — — 144.8 149.0 Euro Term Loan (1) — — 1,129.5 1,161.0 2021 Senior Notes (2) 493.0 497.5 — — 2017 Senior Notes (2) — — 538.7 552.7 Revolving Credit Facility — — — — Preferred Equity Certificates — — 641.7 641.7 $ 1,956.4 $ 1,962.4 $ 3,313.8 $ 3,360.7 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Components of net periodic benefit cost | The following table shows the components of our net period benefit cost: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Net periodic benefit cost: U.S. and international net periodic cost included in selling, general and administrative expenses $ 6.0 $ 6.0 $ 4.9 U.S. and international net periodic income included in other (income) expense, net (14.7) (12.9) (8.9) Total benefit $ (8.7) $ (6.9) $ (4.0) The following table sets forth the components of net period benefit cost: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Line Item on Consolidated Statement of Operations Net periodic benefit cost: Service cost $ 6.0 $ 6.0 $ 4.9 Selling, general and administrative expenses Interest cost 2.6 4.2 7.0 Other (income) expense, net Expected return on plan assets (17.2) (17.2) (16.5) Other (income) expense, net Amortization of prior service cost and net actuarial loss (1.4) (0.8) — Other (income) expense, net Loss recognized during fiscal year due to settlement 1.3 0.9 0.6 Other (income) expense, net Net period benefit cost $ (8.7) $ (6.9) $ (4.0) Changes in plan assets and benefit obligations recognized in other comprehensive loss: Net actuarial loss (gain), net $ (22.9) $ 47.1 $ 49.7 Loss recognized during fiscal year due to settlement (0.1) (0.9) (0.6) Prior service credit occurring during fiscal year — — (12.4) Prior Service Credit Amortized During Fiscal Year 1.4 1.4 — Net Loss Amortized During Fiscal Year (1.3) (0.6) — Asset gain occurring during the year (23.4) (4.9) (35.1) Total (gain) loss recognized in other comprehensive loss (46.3) 42.1 1.6 Total recognized in net periodic benefit cost and other comprehensive income $ (55.0) $ 35.2 $ (2.4) |
Changes to projected benefit obligations and plan assets | The following table sets forth the changes to the projected benefit obligations (“PBO”) and plan assets for the Company’s defined benefit pension plans. The measurement date used to determine benefit obligations and plan assets is December 31 for all material plans. (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Change in benefit obligation: Projected benefit obligation at beginning of period $ 636.4 $ 546.0 $ 519.1 Service cost 6.0 6.0 4.9 Interest cost 2.6 4.2 7.0 Participants' contributions 2.3 2.4 2.1 Benefits paid (11.5) (10.2) (8.8) Actuarial loss (gain) (22.9) 47.1 49.7 Plan amendments — — (12.4) Settlements (1.1) (8.2) (8.2) Foreign currency translation (39.8) 49.1 (7.4) Projected benefit obligation at end of period $ 572.0 $ 636.4 $ 546.0 Change in plan assets: Fair value of plan assets at beginning of period $ 430.5 $ 378.1 $ 333.2 Actual return on plan assets 40.8 22.2 51.7 Settlements (1.1) (8.2) (8.2) Employer contributions 11.9 12.0 12.5 Participants' contributions 2.3 2.4 2.1 Benefits paid (11.5) (10.2) (8.8) Foreign currency translation (26.2) 34.2 (4.4) Fair value of plan assets at end of period $ 446.7 $ 430.5 $ 378.1 Unfunded status, net $ 125.3 $ 205.9 $ 167.9 Accumulated benefit obligation at end of period $ 552.4 $ 613.7 $ 524.5 Amounts recognized in the Consolidated Balance Sheet: Other non-current assets $ 4.5 $ 0.2 $ 0.4 Other current liabilities (2.5) (3.0) (2.4) Other non-current liabilities (127.3) (203.1) (165.9) Net amount recognized $ (125.3) $ (205.9) $ (167.9) |
Accumulated benefit obligation and projected benefit obligation | The following table reflects the ABO for all defined benefit pension plans. Further, the table reflects the aggregate PBO, ABO and fair value of plan assets for pension plans with PBO in excess of plan assets and for pension plans with ABO in excess of plan assets. (in millions) December 31, 2021 December 31, 2020 ABO $ 552.4 $ 613.7 Plans with PBO in excess of plan assets PBO $ 540.7 $ 633.7 ABO $ 522.9 $ 610.9 Fair value of plan assets $ 411.0 $ 427.6 Plans with ABO in excess of plan assets PBO $ 539.5 $ 618.6 ABO $ 522.1 $ 598.3 Fair value of plan assets $ 409.8 $ 413.3 |
Estimated future benefit payments | The following table reflects the total benefit payments expected to be made for defined benefits: (in millions) Amount 2022 $ 14.5 2023 $ 15.0 2024 $ 16.2 2025 $ 16.6 2026 $ 17.6 2027-2031 $ 108.6 |
Assumptions used to determine benefit obligations and net periodic benefit cost | We determine our material assumptions for all plans on an annual basis as of December 31. Weighted average assumptions used to determine benefit obligations were as follows: December 31, 2021 December 31, 2020 Benefit obligations: Discount rate 1.0 % 0.6 % Rate of compensation increase 2.0 % 1.9 % Pension increase rate 1.3 % 1.5 % Weighted average assumptions used to determine net period benefit cost were as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Benefit cost: Discount rate 0.6 % 1.0 % Expected long-term rate of return 4.5 % 4.4 % Rate of compensation increase 1.9 % 2.1 % Pension increase rate 1.4 % 1.5 % |
Targeted asset by category percentages and fair values by asset category | Our targeted asset by category percentages are as follows: Equity securities 38 % Debt securities 44 % Real estate 9 % Other 9 % Total 100 % The fair values of our pension plan assets, by asset category, and fair value levels are as follows: (in millions) December 31, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 1.5 $ 1.4 $ 0.1 $ — $ 4.8 $ 4.7 $ 0.1 $ — Fixed income funds (2) 191.4 0.7 190.7 — 172.1 1.0 171.1 — Equity funds (3) 167.8 0.1 167.7 — 178.2 0.1 178.1 — Real estate 38.1 — 38.1 — 30.3 — 30.3 — Other (4) 47.9 — 5.4 42.5 45.1 — 2.9 42.2 Total $ 446.7 $ 2.2 $ 402.0 $ 42.5 $ 430.5 $ 5.8 $ 382.5 $ 42.2 (1) Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates, government securities, commercial paper and time deposits. (2) Fixed income funds that invest in a diversified portfolio of publicly traded government bonds and corporate bonds. There are no restrictions on these investments, and they are valued at the net asset value at year end. (3) Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European securities. There are no restrictions on these investments, and they are valued at the net asset value of the shares held at year end. (4) The majority of these assets are invested in real estate funds and other alternative investments. Also includes insurance contracts, which consists of the Company and employee contributions and accumulated interest income at guaranteed stated interest rates and provides for benefit payments and plan expenses. |
Activity of plan assets | The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Balance at beginning of period $ 42.2 $ 39.0 Gains on assets still held at year-end 4.6 1.3 Purchases, sales, issuances and settlements (1.5) (1.6) Transfers in and/or out of Level 3 0.1 0.1 Foreign exchange (loss)/gain (2.9) 3.4 Balance at end of period $ 42.5 $ 42.2 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
U.S. and non-U.S. components of earnings (loss) before income tax provision (benefit) | U.S. and Non-U.S. components of Earnings (Loss) Before Income Tax Provision (Benefit): (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 U.S. $ (83.5) $ (5.6) $ (119.3) Non-U.S. (66.0) (23.7) 43.0 Total $ (149.5) $ (29.3) $ (76.3) |
Components of income tax provision (benefit) | Income Tax Provision (Benefit): (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Current: U.S. $ 11.0 $ 1.5 $ 2.3 Non-U.S. 39.6 36.5 60.0 Total current expense 50.6 38.0 62.3 Deferred: U.S. (2.9) (37.1) (7.0) Non-U.S. (22.4) 8.3 (22.6) Total deferred tax benefit (25.3) (28.8) (29.6) Income tax provision $ 25.3 $ 9.2 $ 32.7 |
Reconciliation of income taxes to statutory provision | A reconciliation of income taxes computed at the UK statutory income tax rate of 19.0% for 2021 and Luxembourg's statutory income tax rate of 24.9% for 2020 and 2019, and our provision for income taxes is as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Statutory provision (benefit) $ (28.4) $ (7.3) $ (19.0) U.S. state income taxes, net of federal benefit 0.3 (9.7) (3.1) Foreign earnings taxed at different rates (2.6) 2.8 2.7 Permanent differences 3.1 0.8 9.2 Share-based compensation 14.5 16.9 — Net change in valuation allowance 23.8 (6.5) (12.0) Audit settlements and changes to unrecognized tax benefits 0.6 (10.3) 8.1 Deferred tax asset adjustments 2.8 5.2 11.7 Net change in estimate of prior period tax 0.1 (4.6) 2.8 Change in tax laws 3.7 14.5 23.4 Withholding taxes 6.8 8.8 5.4 Other 0.6 (1.4) 3.5 Income tax provision $ 25.3 $ 9.2 $ 32.7 |
Deferred tax balances | Deferred Tax Balances (in millions) December 31, 2021 December 31, 2020 Deferred Tax Assets Accruals not yet deductible for tax purposes $ 101.7 $ 82.1 Net operating loss carryforwards 99.5 82.4 U.S., non-U.S. and state tax credits 11.7 12.2 Employee benefit items 32.1 46.4 Intercompany losses 36.2 36.0 Intercompany interest 39.0 34.7 Lease liability 24.0 16.0 Other 7.2 8.4 Gross deferred tax assets 351.4 318.2 Less: Valuation allowance (97.9) (79.5) Total deferred tax assets 253.5 238.7 Deferred Tax Liabilities Depreciation and amortization (37.3) (33.7) Unremitted foreign earnings (1.5) (1.1) Intangibles (327.2) (324.4) Total deferred tax liabilities (366.0) (359.2) Net deferred tax liability $ (112.5) $ (120.5) |
Activity related to gross unrecognized tax benefits | The following table summarizes the activity related to our gross unrecognized tax benefits: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Balance at beginning of period $ 60.1 $ 74.9 $ 74.7 Gross increases - tax positions in current period 2.5 — 2.2 Gross increases - tax positions in prior periods 5.4 — — Decreases from settlements with tax authorities — (13.2) — Lapse of statute of limitations (4.3) (1.6) (2.0) Balance at end of period $ 63.7 $ 60.1 $ 74.9 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation related to equity and liability awards | Share-based compensation expense related to equity and liability awards is included in the following line items in the Consolidated Statements of Operations: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Cost of sales $ 7.5 $ — $ — Selling, general and administrative expenses 107.7 67.5 3.0 Total $ 115.2 $ 67.5 $ 3.0 |
Summary of changes in outstanding unvested shares | A summary of changes in outstanding nonvested MEIP Shares is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 6,984,060 $ 14.51 Granted — — Vested (292,825) 14.51 Converted to Restricted Ordinary Shares (6,691,235) 14.51 Nonvested at December 31, 2021 — $ — A summary of changes in outstanding nonvested Restricted Shares is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 — $ — Converted from MEIP Shares 7,763,231 15.00 Granted — — Vested (2,021,833) 15.00 Forfeited (11,473) 15.00 Nonvested at December 31, 2021 5,729,925 $ 15.00 |
Summary of changes in outstanding nonvested RSUs | A summary of changes in outstanding nonvested RSUs is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 — $ — Granted 1,715,543 15.01 Vested (260,393) 15.00 Forfeited — — Nonvested at December 31, 2021 1,455,150 $ 15.01 |
RESTRUCTURING AND EXIT ACTIVI_2
RESTRUCTURING AND EXIT ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Details for restructuring activities | The following table details our restructuring and exit costs as reflected in the Consolidated Statements of Operations: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Lease receivable contracts, net $ 15.7 $ — $ — Facilities, Inventory and Property and equipment 2.7 — — Employee termination benefits 9.0 25.6 19.8 Restructuring and exit costs 27.4 25.6 19.8 Other charges associated with restructuring 8.7 4.7 6.5 Total $ 36.1 $ 30.3 $ 26.3 Restructuring charges by segment were as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Institutional $ 23.2 $ 22.0 $ 6.9 Food & Beverage 1.3 0.8 0.8 Corporate/Unallocated 2.9 2.8 12.1 Total $ 27.4 $ 25.6 $ 19.8 |
Details for restructuring accrual | The following table provides the details for the restructuring and exit cost liabilities: (in millions) Lease Receivable Contracts, Net Facilities, Inventory and Property and Equipment Employee Termination Benefits Total Balance as of December 31, 2019 $ — $ — $ 13.4 $ 13.4 Accrual and accrual adjustments — — 25.6 25.6 Cash payments during period — — (12.5) (12.5) Write-offs — — — — Foreign currency translation — — (0.2) (0.2) Balance as of December 31, 2020 — — 26.3 26.3 Accrual and accrual adjustments 15.7 2.7 9.0 27.4 Cash payments during period — (1.7) (18.4) (20.1) Write-offs — (0.4) — (0.4) Foreign currency translation — — (0.2) (0.2) Balance as of December 31, 2021 $ 15.7 $ 0.6 $ 16.7 $ 33.0 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Detail of comprehensive loss | The following table provides detail of comprehensive loss: (in millions) Unrecognized Pension Items Hedging Activities Cumulative Translation Adjustment Accumulated Other Balance December 31, 2019 $ (13.6) $ 3.8 $ (54.7) $ (64.5) Other comprehensive loss before reclassifications (28.2) (15.0) (99.4) (142.6) Amounts reclassified from AOCI to net loss (0.8) (4.8) — (5.6) Net change (29.0) (19.8) (99.4) (148.2) Balance December 31, 2020 $ (42.6) $ (16.0) $ (154.1) $ (212.7) Other comprehensive income (loss) before reclassifications 36.1 (1.5) 6.4 41.0 Amounts reclassified from AOCI to net income (loss) (0.1) 14.8 — 14.7 Net change 36.0 13.3 6.4 55.7 Balance December 31, 2021 $ (6.6) $ (2.7) $ (147.7) $ (157.0) |
Amounts reclassified from accumulated other comprehensive income | The following table provides details of amounts reclassified from accumulated other comprehensive loss: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Defined benefit plans and other post-employment benefits: Prior service costs $ (1.4) $ (1.4) Actuarial gain 1.3 0.6 Total pre-tax amount (0.1) (0.8) Tax expense — 0.2 Net of tax (0.1) (0.6) Reclassifications from unrealized gains/losses from derivative instruments: Cross currency swaps 16.7 — Foreign currency forward contracts — 0.5 Interest rate swaps (1.8) (5.3) Interest rate caps (0.1) — Total pre-tax amount 14.8 (4.8) Tax expense (benefit) (2.8) 1.0 Net of tax 12.0 (3.8) Total reclassifications for the period $ 11.9 $ (4.4) |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Net sales and Adjusted EBITDA for each of the reportable segments and assets allocated by reportable segments | Net sales for each of the Company’s reportable segments is as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Institutional $ 1,918.4 $ 1,995.3 $ 1,979.1 Food & Beverage 700.5 633.9 644.8 Total $ 2,618.9 $ 2,629.2 $ 2,623.9 Adjusted EBITDA for each of the Company’s reportable segments is as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Institutional $ 319.8 $ 336.4 $ 296.4 Food & Beverage 133.7 111.9 101.9 Total $ 453.5 $ 448.3 $ 398.3 The following table shows assets allocated by reportable segments. Assets allocated by reportable segment include trade receivables, net and inventories. (in millions) December 31, 2021 December 31, 2020 Institutional $ 557.8 $ 492.2 Food & Beverage 194.1 132.2 Corporate 3,548.1 3,661.7 Total $ 4,300.0 $ 4,286.1 |
Reconciliation of Adjusted EBITDA for the reportable segments to consolidated loss before income tax provision | The following table shows a reconciliation of Adjusted EBITDA for the Company's reportable segments to consolidated loss before income tax provision: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Adjusted EBITDA for reportable segments $ 453.5 $ 448.3 $ 398.3 Corporate costs (18) (43.4) (47.1) (58.5) Interest expense (126.3) (127.7) (141.0) Interest income 9.9 5.9 7.5 Amortization expense of intangible assets acquired (96.7) (98.2) (93.7) Depreciation expense included in cost of sales (82.7) (89.5) (84.4) Depreciation expense included in selling, general and administrative expenses (8.1) (7.9) (7.4) Transition and transformation costs and non-recurring costs (1) (52.3) (42.5) (52.8) Restructuring and exit costs (2) (27.4) (25.6) (19.8) Foreign currency (loss) gain related to Argentina subsidiaries (3) 2.1 (1.6) (11.4) Adjustment for tax indemnification asset (4) (6.9) (2.8) (7.1) Merger and acquisition-related cost (5) (1.2) (1.0) (0.3) Acquisition accounting adjustments (6) — — (1.9) Bain Capital management fee (7) (19.4) (7.5) (7.5) Non-cash pension and other post-employment benefit plan (8) 15.7 12.9 8.8 Unrealized foreign currency exchange gain (loss) (9) (12.9) 25.1 (10.8) Factoring and securitization fees (10) (4.7) (4.3) (3.4) Share-based compensation (11) (115.2) (67.5) (3.0) Tax receivable agreement adjustments (12) 10.1 — — Gain on sale of business and investments (13) — — 13.0 Loss on extinguishment of debt (14) (15.6) — — Realized foreign currency exchange loss on debt refinancing (15) (4.5) — — COVID-19 inventory charges (16) (13.9) — — Other items (17) (9.6) 1.7 (0.9) Loss before income tax provision $ (149.5) $ (29.3) $ (76.3) (1) In the period following the Diversey Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2021 include those necessary in becoming a publicly traded Company. (2) Includes costs related to restructuring programs and business exit activities. See Note 19 — Restructuring and Exit Activities in the Notes to our Consolidated Financial Statements for additional information. (3) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentine peso to the United States dollar and remeasurement charges/credits are recorded in our Consolidated Statements of Operations rather than as a component of Cumulative Translation Adjustment on our Consolidated Balance Sheets. (4) In connection with the Diversey Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. See Note 15 - Income Taxes in the Notes to our Consolidated Financial Statements for additional information. (5) These costs consisted primarily of investment banking, legal and other professional advisory services costs. (6) In connection with various acquisitions we recorded fair value increases to our inventory. These amounts represent the amortization of this increase. (7) Represents fees paid to Bain Capital pursuant a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. The management agreement was terminated in March 2021 pursuant to its terms upon the consummation of the IPO, and we recorded a termination fee of $17.5 million during 2021. (8) Represents the net impact of the expected return on plan assets, interest cost, and settlement cost components of net periodic defined benefit income related to our defined benefit pension plans. See Note 14 - Retirement Plans in the Notes to our Consolidated Financial Statements for additional information. (9) Represents the unrealized foreign currency exchange impact on our operations, primarily attributed to the valuation of the U.S. dollar-denominated debt held by our European entity. (10) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. See Note 6 - Financial Statement Details to our Consolidated Financial Statements for additional information. (11) Represents compensation expense associated with our Management Equity Incentive Plan and Long-Term Incentive Plan awards. See Note 18 — Share-Based Compensation in the Notes to our Consolidated Financial Statements for additional information. (12) Represents the adjustment to our tax receivable agreement liability due to changes in tax laws and changes in valuation allowances that impact the realizability of the attributes of the tax receivable agreement. See Note 15 — Income Taxes in the Notes to our Consolidated Financial Statements for additional information (13) Represents non-cash gain on sale of our shares in connection with the Virox IP Acquisition. See Note 5 — Acquisitions in the Notes to our Consolidated Financial Statements for additional information. (14) Represents the costs incurred in connection with the redemption of the 2017 Senior Notes on September 29, 2021. See Note 10 — Debt and Credit Facilities in the Notes to our Consolidated Financial Statements for additional information. (15) During 2021, the Company incurred a realized foreign currency exchange loss of $4.5 million related to the refinancing of the Senior Secured Credit Facilities. See Note 10 — Debt and Credit Facilities in the Notes to our Consolidated Financial Statements for additional information. (16) Customer demand for COVID-related products surged at the outset of COVID-19, and we met the rapidly increasing demand and sold the vast majority of this inventory. However, COVID-19 variant-related delays of customer reopenings and consumer activity resulted in a small portion of excess inventory. The Company recorded a charge of $13.9 million in the fourth quarter of 2021 for excess inventory and estimated disposal costs. (17) Includes other costs associated with restructuring which are recorded within Cost of sales. (18) Represents costs associated with corporate operations that are not specifically allocated to a reportable segment. |
Net sales and long-lived assets and right of use assets by geographic region | Net sales (1) by geographic region are as follows: (in millions) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Europe $ 1,157.3 $ 1,132.9 $ 1,189.4 North America (2) 708.7 784.2 581.1 Asia Pacific 338.3 326.2 394.5 Middle East & Africa 231.1 217.2 255.6 Latin America 183.5 168.7 203.3 Total $ 2,618.9 $ 2,629.2 $ 2,623.9 Long-lived assets and right of use assets (3) by geographic region are as follows: (in millions) December 31, 2021 December 31, 2020 Europe $ 126.1 $ 136.8 North America (4) 144.0 76.5 Asia Pacific 14.5 16.7 Middle East & Africa 10.6 11.6 Latin America 14.4 14.4 Total $ 309.6 $ 256.0 (1) No non-United States country accounted for net sales in excess of 10% of consolidated net sales for the years ended December 31, 2021, 2020 or 2019. (2) Net sales to external customers within the United States were $503.5 million, $610.9 million and $474.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. (3) No non-United States country accounted for long-lived assets and right of use assets in excess of 10% of consolidated long-lived assets and right of use assets as of December 31, 2021 or 2020. (4) Long-lived assets and right of use assets within the United States were $123.6 million and $56.6 million as of December 31, 2021 and 2020. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted earnings (loss) per share | EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of both basic and diluted loss per share for the periods ended: (in millions, except per share amounts) Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Net loss attributable to common shareholders $ (174.8) $ (38.5) $ (109.0) Weighted average shares outstanding (1) 290.4 243.2 243.2 Dilutive securities (2) — — — Denominator for loss per share - weighted average shares 290.4 243.2 243.2 Basic and diluted loss per share $ (0.60) $ (0.16) $ (0.45) (1) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. (2) For all periods presented, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
GENERAL AND DESCRIPTION OF BU_2
GENERAL AND DESCRIPTION OF BUSINESS (Details) $ / shares in Units, $ in Millions | Nov. 15, 2021USD ($)$ / sharesshares | Apr. 09, 2021USD ($)shares | Mar. 29, 2021USD ($)$ / sharesshares | Dec. 31, 2021employee |
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 15,000,000 | |||
Stock offering, price per share (in usd per share) | $ / shares | $ 15 | |||
Stock offering, net proceeds | $ | $ 214.4 | |||
Number of employees | employee | 8,700 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 46,153,846 | |||
Stock offering, price per share (in usd per share) | $ / shares | $ 15 | |||
Stock offering, net proceeds | $ | $ 654.3 | |||
Underwriters' option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 5,000,000 | |||
Stock offering, net proceeds | $ | $ 71.4 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Inflation and Currency Fluctuations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Remeasurement gain (loss) | $ 2.1 | $ (1.6) | $ (11.4) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Research and Development (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Research and development costs | $ 33.4 | $ 32.2 | $ 41.2 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Building and building equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Building and building equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Other property and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Other property and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Indefinite-Lived Intangible Assets (Details) $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 01, 2020 | Dec. 31, 2019USD ($) | Oct. 01, 2019 |
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill | $ 471.5 | $ 467 | $ 416.9 | ||
Percentage of fair value in excess of carrying value (greater than) | 20.00% | ||||
Trade name | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Gross carrying value/net book value | $ 854.7 | $ 900.4 | |||
Measurement Input, Discount Rate | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill, measurement input | 0.090 | ||||
Indefinite-lived intangible asset, measurement input | 0.090 | 0.105 | |||
Measurement Input, Discount Rate | Minimum | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill, measurement input | 0.080 | ||||
Measurement Input, Discount Rate | Maximum | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill, measurement input | 0.135 | ||||
Measurement Input, Royalty Rate | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible asset, measurement input | 0.030 | 0.030 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-Lived Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Long-lived assets | $ 1,602.2 | $ 1,667 |
Definite-lived intangible assets | $ 1,292.6 | $ 1,411 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Lessee Operating and Finance Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, lease renewal term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, lease renewal term | 5 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Lessor Operating and Sales-Type Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Lessor, lease, term of contract | 1 year |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Lessor, lease, term of contract | 5 years |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | $ 2,598.2 | $ 2,604.2 | $ 2,591.9 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 20.7 | 25 | 32 |
Total revenue | 2,618.9 | 2,629.2 | 2,623.9 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 1,153.1 | 1,129.3 | 1,186.9 |
Total revenue | 1,157.3 | 1,132.9 | 1,189.4 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 701.7 | 777.2 | 574.8 |
Total revenue | 708.7 | 784.2 | 581.1 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 328.8 | 312 | 371.6 |
Total revenue | 338.3 | 326.2 | 394.5 |
Middle East and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 231.1 | 217.2 | 255.6 |
Total revenue | 231.1 | 217.2 | 255.6 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 183.5 | 168.5 | 203 |
Total revenue | $ 183.5 | $ 168.7 | $ 203.3 |
Charges For Rebates And Other Allowances Risk | Revenue from Contract with Customer Benchmark | Rebates and Allowances | |||
Disaggregation of Revenue [Line Items] | |||
Charges for rebates and other allowances, percent of gross sales | 25.00% | 25.80% | 26.20% |
ACQUISITIONS - Additional infor
ACQUISITIONS - Additional information (Details) - USD ($) $ in Millions | Dec. 17, 2019 | Dec. 30, 2020 | Jul. 01, 2020 |
Intellectual Property Acquisition | |||
Business Acquisition [Line Items] | |||
Consideration for IP assets | $ 37.4 | ||
Payment to acquire assets | 34.2 | ||
Consideration, license agreement | 3.2 | ||
Virox | |||
Business Acquisition [Line Items] | |||
Proceeds from sale of investment | 27.1 | ||
Gain on sale of investment | $ 13 | ||
SaneChem | |||
Business Acquisition [Line Items] | |||
Percentage acquired | 100.00% | ||
Wypetech | |||
Business Acquisition [Line Items] | |||
Percentage acquired | 100.00% |
ACQUISITIONS - Fair values of n
ACQUISITIONS - Fair values of net assets acquired (Details) - USD ($) $ in Millions | Aug. 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill on acquisition | $ 471.5 | $ 467 | $ 416.9 | |
Wypetech | ||||
Business Acquisition [Line Items] | ||||
Payment to acquire assets | $ 2.1 | |||
Series of Individually Immaterial Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 1.7 | 2.7 | ||
Trade receivables | 7.7 | 4.1 | ||
Inventories | 9.1 | 2.9 | ||
Prepaid expenses and other current assets | 0.8 | 0.2 | ||
Property, plant and equipment | 2.9 | 1.3 | ||
Other non-current assets | 0 | 0.1 | ||
Intangible assets | 21.9 | 19.6 | ||
Accounts payable | (6.5) | (4.9) | ||
Other current liabilities | (1.2) | (0.9) | ||
Deferred taxes | (5.7) | (1.8) | ||
Net assets acquired before goodwill on acquisition | 30.7 | 23.3 | ||
Goodwill on acquisition | 28.1 | 30.6 | ||
Net cash paid for acquisitions | $ 58.8 | $ 53.9 |
FINANCIAL STATEMENT DETAILS - I
FINANCIAL STATEMENT DETAILS - Inventories (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Raw materials | $ 74.2 | $ 74.2 | $ 60.8 | |
Work in process | 2.8 | 2.8 | 3.7 | |
Finished goods | 260.6 | 260.6 | 217.9 | |
Inventories | 337.6 | 337.6 | 282.4 | |
Inventory charge | 13.9 | $ 12 | $ 13.4 | $ 4.1 |
Inventory charge, excess inventory | 7.9 | |||
Inventory charge, estimated disposal costs | $ 6 |
FINANCIAL STATEMENT DETAILS - F
FINANCIAL STATEMENT DETAILS - Factoring of trade receivables (Details) - Factofrance - USD ($) $ in Millions | Nov. 15, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Factoring fee percent | 0.10% | ||
Debtor Credit Default commission percent | 0.05% | ||
Commitment fee percent | 0.10% | ||
Receivables sold | $ 495.5 | $ 668.2 | |
Advances received | 496.1 | 584 | |
Amount collected from customers and remitted | 524.6 | 594.1 | |
Funded status | $ 0 | $ 40.8 |
FINANCIAL STATEMENT DETAILS - S
FINANCIAL STATEMENT DETAILS - Securitization of trade receivables (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 25, 2021 | Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Maximum funding | $ 100,000,000 | $ 75,000,000 | ||
Receivables pledged as collateral | $ 75,800,000 | |||
Fees associated with the arrangement | $ 2,200,000 | $ 1,700,000 | ||
Proceeds from receivables transferred and derecognized | 669,700,000 | |||
Collection of securitized accounts receivable | $ 644,900,000 |
FINANCIAL STATEMENT DETAILS - A
FINANCIAL STATEMENT DETAILS - Allowance for credit losses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, beginning of period | $ 35.1 | $ 21.5 | |
Provision for (recovery of) bad debts | (1.2) | 11.1 | $ 4.9 |
Provision for lease receivables associated with exit activities | 15.7 | 0 | |
Write-offs | (5.4) | (4.6) | |
Balance, end of period | $ 44.2 | 35.1 | 21.5 |
Adoption of ASC 326 | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, beginning of period | $ 7.1 | ||
Balance, end of period | $ 7.1 |
FINANCIAL STATEMENT DETAILS - P
FINANCIAL STATEMENT DETAILS - Prepaid expenses and other current assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 36.1 | $ 35.2 |
Income tax receivables | 20.2 | 22.2 |
Derivatives | 11.3 | 0 |
Restricted cash and compensating balance deposits | 0.3 | 3.2 |
Other current assets | 1.5 | 1.4 |
Prepaid expenses and other current assets | $ 69.4 | $ 62 |
FINANCIAL STATEMENT DETAILS - O
FINANCIAL STATEMENT DETAILS - Other non-current assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Dosing and dispensing equipment | $ 142 | $ 153 | |
Deferred taxes | 51.8 | 60.6 | |
Operating lease right-of-use assets, net | 94.6 | 62.8 | |
Derivatives | 25.9 | 0 | |
Tax indemnification asset | 17.8 | 24.8 | |
Lease receivables | 18 | 30.2 | |
Finance lease right-of-use assets, net | 4.3 | 4.9 | |
Deferred financing fees - revolver | 2.5 | 0.9 | |
Restricted cash | 0.3 | 5.6 | |
Other non-current assets | 25.1 | 26.3 | |
Other non-current assets | 382.3 | 369.1 | |
Depreciation expense | $ 69.6 | $ 76.1 | $ 71.3 |
FINANCIAL STATEMENT DETAILS -_2
FINANCIAL STATEMENT DETAILS - Other current liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued customer volume rebates | $ 138.1 | $ 146 |
Accrued salaries, wages and related costs | 86.2 | 131.9 |
Value added, general and sales tax payable | 25.3 | 36 |
Operating lease liability | 21.4 | 22.9 |
Accrued interest payable | 11 | 24.6 |
Derivatives | 8.2 | 8.8 |
Accrued share-based compensation | 5.4 | 69.6 |
Contingent consideration | 4.4 | 3.3 |
Income taxes payable | 8.4 | 6 |
Other accrued liabilities | 76.1 | 63.3 |
Other current liabilities | $ 384.5 | $ 512.4 |
FINANCIAL STATEMENT DETAILS -_3
FINANCIAL STATEMENT DETAILS - Other non-current liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Tax receivable agreement | $ 238.1 | $ 0 |
Defined benefit pension plan liability | 127.3 | 203.1 |
Operating lease liability | 72.5 | 38.8 |
Uncertain tax positions | 44.5 | 43.7 |
Asset retirement obligations | 6.4 | 6.6 |
Accrued share-based compensation | 6 | 0 |
Derivatives | 4.9 | 12 |
Other post-employment benefit plan liability | 2.1 | 2.2 |
Contingent consideration | 0.2 | 4.9 |
Other non-current liabilities | 18 | 17 |
Other non-current liabilities | $ 520 | $ 328.3 |
FINANCIAL STATEMENT DETAILS -_4
FINANCIAL STATEMENT DETAILS - Other income (expense), net (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Interest income | $ (9.9) | $ (5.9) | $ (7.5) | |
Unrealized foreign exchange (gain) loss | 12.9 | (25.1) | 10.8 | |
Realized foreign exchange (gain) loss | 5.9 | (0.9) | 0.6 | |
Non-cash pension and other post-employment benefit plan | (15.7) | (12.9) | (8.8) | |
Adjustment to tax indemnification asset | 6.9 | 2.8 | 7.1 | |
Factoring and securitization fees | 4.7 | 4.3 | 3.4 | |
Tax receivable agreement adjustments | (10.1) | 0 | 0 | |
Other, net | 5.2 | (3) | 0.4 | |
Other income (expense), net | $ (0.1) | $ (0.1) | $ (40.7) | $ 6 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 293.1 | $ 254.2 | |
Less: Accumulated depreciation | (82.4) | (65.9) | |
Property and equipment, net | 210.7 | 188.3 | |
Depreciation expense | 21.2 | 21.2 | $ 20.5 |
Land and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 41.3 | 44 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 55.4 | 51.9 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 95.4 | 81.9 | |
Other property and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 51.6 | 47.9 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 49.4 | $ 28.5 |
GOODWILL AND IDENTIFIABLE INT_3
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance | $ 467 | $ 416.9 |
Acquisitions | 28.1 | 39.9 |
Acquisition adjustments | (8.5) | |
Foreign currency translation | (15.1) | 10.2 |
Balance | 471.5 | 467 |
Institutional | ||
Goodwill [Roll Forward] | ||
Balance | 337.9 | 308.3 |
Acquisitions | 3.5 | 22 |
Acquisition adjustments | 0 | |
Foreign currency translation | (11) | 7.6 |
Balance | 330.4 | 337.9 |
Food & Beverage | ||
Goodwill [Roll Forward] | ||
Balance | 129.1 | 108.6 |
Acquisitions | 24.6 | 17.9 |
Acquisition adjustments | (8.5) | |
Foreign currency translation | (4.1) | 2.6 |
Balance | $ 141.1 | $ 129.1 |
GOODWILL AND IDENTIFIABLE INT_4
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets with definite lives | |||
Gross Carrying Value | $ 1,700.6 | $ 1,737.6 | |
Accumulated Amortization | (408) | (326.6) | |
Net Book Value | 1,292.6 | 1,411 | |
Intangible assets with indefinite lives | |||
Total identifiable intangible assets, gross carrying value | 2,555.3 | 2,638 | |
Total identifiable intangible assets, net book value | 2,147.3 | 2,311.4 | |
Amortization of intangible assets | 96.7 | 98.2 | $ 93.7 |
Trade name | |||
Intangible assets with indefinite lives | |||
Gross carrying value/net book value | 854.7 | 900.4 | |
Customer relationships | |||
Intangible assets with definite lives | |||
Gross Carrying Value | 920.6 | 939.2 | |
Accumulated Amortization | (181) | (142.4) | |
Net Book Value | $ 739.6 | $ 796.8 | |
Weighted Average Remaining Amortization Periods | 25 years | 26 years 3 months 18 days | |
Trademarks | |||
Intangible assets with definite lives | |||
Gross Carrying Value | $ 27.7 | $ 28.8 | |
Accumulated Amortization | (7.5) | (5.3) | |
Net Book Value | $ 20.2 | $ 23.5 | |
Weighted Average Remaining Amortization Periods | 12 years 4 months 24 days | 13 years 6 months | |
Capitalized software | |||
Intangible assets with definite lives | |||
Gross Carrying Value | $ 84.2 | $ 76.7 | |
Accumulated Amortization | (70.1) | (58.5) | |
Net Book Value | $ 14.1 | $ 18.2 | |
Weighted Average Remaining Amortization Periods | 1 year 4 months 24 days | 1 year 7 months 6 days | |
Trade name | |||
Intangible assets with definite lives | |||
Gross Carrying Value | $ 610.4 | $ 642.7 | |
Accumulated Amortization | (131.4) | (106.5) | |
Net Book Value | $ 479 | $ 536.2 | |
Weighted Average Remaining Amortization Periods | 15 years 7 months 6 days | 16 years 8 months 12 days | |
Non-compete agreements | |||
Intangible assets with definite lives | |||
Gross Carrying Value | $ 8.8 | $ 8.5 | |
Accumulated Amortization | (8.2) | (8.4) | |
Net Book Value | $ 0.6 | $ 0.1 | |
Weighted Average Remaining Amortization Periods | 4 years 1 month 6 days | 9 months 18 days | |
Favorable leases | |||
Intangible assets with definite lives | |||
Gross Carrying Value | $ 4.4 | $ 4.3 | |
Accumulated Amortization | (3.1) | (2.3) | |
Net Book Value | $ 1.3 | $ 2 | |
Weighted Average Remaining Amortization Periods | 1 year 1 month 6 days | 1 year 8 months 12 days | |
Intellectual property | |||
Intangible assets with definite lives | |||
Gross Carrying Value | $ 44.5 | $ 37.4 | |
Accumulated Amortization | (6.7) | (3.2) | |
Net Book Value | $ 37.8 | $ 34.2 | |
Weighted Average Remaining Amortization Periods | 9 years 10 months 24 days | 11 years |
GOODWILL AND IDENTIFIABLE INT_5
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Future Amortization (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 82.4 | |
2023 | 71.2 | |
2024 | 69.1 | |
2025 | 68.4 | |
2026 | 68.3 | |
Thereafter | 933.2 | |
Net Book Value | $ 1,292.6 | $ 1,411 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease location | Other non-current assets (Note 6) | Other non-current assets (Note 6) |
Finance lease location | Other non-current assets (Note 6) | Other non-current assets (Note 6) |
Operating lease right-of-use assets, net | $ 94.6 | $ 62.8 |
Finance lease right-of-use assets, net | 4.3 | 4.9 |
Total | $ 98.9 | $ 67.7 |
Current: | ||
Operating lease location | Other current liabilities (Note 6) | Other current liabilities (Note 6) |
Finance lease location | Current portion of long-term debt (Note 10) | Current portion of long-term debt (Note 10) |
Operating lease | $ 21.4 | $ 22.9 |
Finance lease | 1.8 | 1.8 |
Total | $ 23.2 | $ 24.7 |
Non-current: | ||
Operating lease location | Other non-current liabilities (Note 6) | Other non-current liabilities (Note 6) |
Finance lease location | Long-term debt, less current portion (Note 10) | Long-term debt, less current portion (Note 10) |
Operating lease | $ 72.5 | $ 38.8 |
Finance lease | 2.6 | 3.4 |
Total | $ 75.1 | $ 42.2 |
LEASES - Weighted Average Remai
LEASES - Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted average remaining lease term: | ||
Operating leases | 9 years 6 months | 3 years 10 months 24 days |
Finance leases | 2 years 6 months | 3 years 1 month 6 days |
Weighted average remaining discount rate: | ||
Operating leases | 5.19% | 5.82% |
Finance leases | 4.69% | 4.81% |
LEASES - Maturity Analysis (Det
LEASES - Maturity Analysis (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 28.4 | |
2023 | 21 | |
2024 | 14.9 | |
2025 | 9.3 | |
2026 | 6.9 | |
Thereafter | 66.2 | |
Total lease payments | 146.7 | |
Less: imputed interest and lease incentives | (52.8) | |
Total payments | 93.9 | |
Finance Leases | ||
2022 | 2 | |
2023 | 1.8 | |
2024 | 0.8 | |
2025 | 0.1 | |
2026 | 0 | |
Thereafter | 0 | |
Total lease payments | 4.7 | |
Less: imputed interest and lease incentives | (0.3) | |
Total payments | 4.4 | $ 5.2 |
Total | ||
2022 | 30.4 | |
2023 | 22.8 | |
2024 | 15.7 | |
2025 | 9.4 | |
2026 | 6.9 | |
Thereafter | 66.2 | |
Total lease payments | 151.4 | |
Less: imputed interest and lease incentives | (53.1) | |
Total payments | $ 98.3 |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 34.4 | $ 35.4 |
Short-term lease cost | 10.2 | 6 |
Variable lease cost | 0 | 0.9 |
Total operating costs | 44.6 | 42.3 |
Finance lease cost: | ||
Amortization of right-of-use assets | 2.2 | 2.1 |
Interest on lease liabilities | 0.3 | 0.3 |
Total finance lease cost | 2.5 | 2.4 |
Total lease cost | $ 47.1 | $ 44.7 |
LEASES - Cash Flow Information
LEASES - Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of: | ||
Operating cash flows from operating leases | $ 33.5 | $ 35.4 |
Operating cash flows from finance leases | 0.3 | 0.3 |
Financing cash flows from finance leases | 2.2 | 2 |
Right-of-use assets obtained in exchange for new lease liabilities: | ||
Operating leases | 63 | 3.8 |
Finance leases | $ 2.2 | $ 1.7 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Gross assets under operating leases | $ 285.6 | $ 280.8 |
Accumulated depreciation for assets under operating leases | 143.6 | 127.8 |
Lessor, Lease, Description [Line Items] | ||
Gross receivables under sales-type leases | 27.7 | 52.9 |
Other receivables | ||
Lessor, Lease, Description [Line Items] | ||
Gross receivables under sales-type leases | 9.7 | 22.7 |
Other non-current assets | ||
Lessor, Lease, Description [Line Items] | ||
Gross receivables under sales-type leases | $ 18 | $ 30.2 |
LEASES - Undiscounted Cash Flow
LEASES - Undiscounted Cash Flows from Operating and Sales-Type Leases (Details) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 9.7 |
2023 | 8.1 |
2024 | 5.8 |
2025 | 2.8 |
2026 | 1.1 |
Thereafter | 0.2 |
Total | $ 27.7 |
DEBT AND CREDIT FACILITIES - Co
DEBT AND CREDIT FACILITIES - Components of debt and credit facilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | $ 2,000 | |
Short-term borrowings | 10.7 | $ 0.4 |
Finance lease obligations | 4.4 | 5.2 |
Financing obligations | 23.1 | 22.5 |
Unamortized deferred financing costs | (35.3) | (39.6) |
Unamortized original issue discount | (8.3) | (6.2) |
Total debt | 1,994.6 | 2,700.3 |
Less: Current portion of long-term debt | (10.9) | (13.2) |
Short-term borrowings | (10.7) | (0.4) |
Long-term debt | 1,973 | 2,686.7 |
Secured Debt | 2021 U.S. Dollar Term Loan | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 1,500 | 0 |
Unamortized deferred financing costs | (28.3) | (28.4) |
Unamortized original issue discount | (8.3) | (2.9) |
Secured Debt | 2017 U.S. Dollar Term Loan | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 0 | 873 |
Secured Debt | U.S. Dollar Incremental Loan | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 0 | 149.6 |
Unamortized deferred financing costs | (1.5) | |
Unamortized original issue discount | (3.3) | |
Secured Debt | Euro Term Loan | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 0 | 1,146.9 |
Line of credit | Revolving Credit Facility | Revolving Credit Facility | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 0 | 0 |
Senior Notes | 2021 Senior Notes | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 500 | 0 |
Unamortized deferred financing costs | (7) | (9.7) |
Senior Notes | 2017 Senior Notes | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | $ 0 | $ 548.5 |
DEBT AND CREDIT FACILITIES - Se
DEBT AND CREDIT FACILITIES - Senior Secured Credit Facilities (Details) | Sep. 29, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 28, 2021USD ($) | Sep. 28, 2021EUR (€) |
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 2,668,800,000 | $ 22,900,000 | $ 21,300,000 | ||||
Realized foreign currency exchange loss on debt financing | 4,500,000 | ||||||
Unamortized deferred financing costs | 35,300,000 | 39,600,000 | |||||
Unamortized original issue discount | 8,300,000 | 6,200,000 | |||||
Secured Debt | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Write off of original issue discount | $ 1,300,000 | ||||||
Secured Debt | 2017 U.S. Dollar Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 900,000,000 | ||||||
Repayments of debt | $ 868,500,000 | ||||||
Secured Debt | Euro Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | € | € 970,000,000 | ||||||
Repayments of debt | 535,700,000 | $ 571,400,000 | |||||
Secured Debt | 2021 U.S. Dollar Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 1,500,000,000 | ||||||
Total Net Leverage Ratio, required maximum | 4.50 | ||||||
Total Net Leverage Ratio, actual | 4.50 | ||||||
Deferred financing costs | $ 69,100,000 | ||||||
Unamortized deferred financing costs | $ 28,300,000 | 28,400,000 | |||||
Write off of deferred financing costs | 12,800,000 | ||||||
Original issue discount | $ 12,600,000 | ||||||
Unamortized original issue discount | $ 8,300,000 | 2,900,000 | |||||
Secured Debt | 2021 U.S. Dollar Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate at end of period | 3.50% | ||||||
Secured Debt | 2021 U.S. Dollar Term Loan | Interest Rate Scenario One | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Floor interest rate | 0.50% | ||||||
Basis spread on variable interest rate | 3.00% | ||||||
Secured Debt | 2021 U.S. Dollar Term Loan | Interest Rate Scenario Two | ABR Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable interest rate | 2.00% | ||||||
Secured Debt | 2021 U.S. Dollar Term Loan | Interest Rate Scenario Three | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable interest rate | 2.75% | ||||||
Secured Debt | 2021 U.S. Dollar Term Loan | Interest Rate Scenario Four | ABR Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable interest rate | 1.75% | ||||||
Secured Debt | Revolving Credit Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 450,000,000 | ||||||
Deferred financing costs, gross | $ 8,900,000 | ||||||
Unamortized deferred financing costs - credit facility | $ 3,700,000 | 2,200,000 | |||||
Available borrowing capacity | 442,100,000 | 240,100,000 | |||||
Line of credit | Revolving Credit Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding | $ 7,900,000 | $ 9,900,000 |
DEBT AND CREDIT FACILITIES - US
DEBT AND CREDIT FACILITIES - US Dollar Incremental Loan (Details) - USD ($) | Jun. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Amount borrowed | $ 2,000,000,000 | $ 169,000,000 | $ 0 | |
Unamortized deferred financing costs | 35,300,000 | 39,600,000 | ||
Unamortized original issue discount | $ 8,300,000 | 6,200,000 | ||
Secured Debt | U.S. Dollar Incremental Loan | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 150,000,000 | |||
Amount borrowed | 144,500,000 | |||
Deferred financing costs | 1,700,000 | |||
Unamortized deferred financing costs | 1,500,000 | |||
Original issue discount | $ 3,800,000 | |||
Unamortized original issue discount | $ 3,300,000 |
DEBT AND CREDIT FACILITIES - 20
DEBT AND CREDIT FACILITIES - 2021 Senior Notes (Details) | Sep. 29, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 29, 2021EUR (€) |
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 2,668,800,000 | $ 22,900,000 | $ 21,300,000 | ||
Unamortized deferred financing costs | 35,300,000 | 39,600,000 | |||
Senior Notes | 2021 Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 500,000,000 | ||||
Interest rate | 4.625% | 4.625% | |||
Redemption price percentage | 100.00% | ||||
Deferred financing costs | $ 7,200,000 | ||||
Unamortized deferred financing costs | $ 7,000,000 | $ 9,700,000 | |||
Debt redemption, percent of aggregate principal amount | 40.00% | ||||
Senior Notes | 2021 Senior Notes | Debt Instrument, Redemption, Period Four | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage | 104.625% | ||||
Senior Notes | 2017 Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt amount redeemed | € | € 450,000,000 | ||||
Interest rate | 5.625% | 5.625% | |||
Redemption price percentage | 101.40% | ||||
Repayments of debt | $ 536,700,000 | ||||
Repayments of debt principal amount | 529,100,000 | ||||
Payment of redemption premium | 7,600,000 | ||||
Write off of deferred financing costs | $ 8,000,000 |
DEBT AND CREDIT FACILITIES - De
DEBT AND CREDIT FACILITIES - Debt redemption prices (Details) - Senior Notes - 2021 Senior Notes | Sep. 29, 2021 |
Debt Instrument, Redemption [Line Items] | |
Redemption price percentage | 100.00% |
October 1, 2024 to September 30, 2025 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percentage | 102.313% |
October 1, 2025 to September 30, 2026 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percentage | 101.156% |
On or after October 1, 2026 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percentage | 100.00% |
DEBT AND CREDIT FACILITIES - Sa
DEBT AND CREDIT FACILITIES - Sale-Leaseback Transactions (Details) $ in Millions | 1 Months Ended |
Mar. 31, 2020USD ($)propertyrenewal | |
Debt Disclosure [Abstract] | |
Number of properties sold | property | 2 |
Proceeds from sale | $ | $ 22.9 |
Initial lease term | 15 years |
Number of lease renewal options | renewal | 4 |
Lease renewal term | 5 years |
DEBT AND CREDIT FACILITIES - Fu
DEBT AND CREDIT FACILITIES - Future principal repayments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 15 |
2023 | 15 |
2024 | 15 |
2025 | 15 |
2026 | 15 |
Thereafter | 1,925 |
Total debt | $ 2,000 |
PREFERRED EQUITY CERTIFICATES_2
PREFERRED EQUITY CERTIFICATES (Details) - 12 months ended Dec. 31, 2021 $ in Millions | USD ($) | € / shares |
Preferred Equity Certificates [Roll Forward] | ||
Carrying Value December 31, 2020 | $ 641.7 | |
Redemption | (620.9) | |
Foreign Currency Translation | (20.8) | |
Carrying Value September 30, 2021 | 0 | |
Interest Expense | $ 0 | |
Par value (usd per share) | € / shares | € 1 | |
Term | 30 years |
DERIVATIVES AND HEDGING ACTIV_3
DERIVATIVES AND HEDGING ACTIVITIES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Net unrealized after-tax loss | $ 2.9 | $ 15.6 | |
Interest rate cash flow hedge, net unrealized after-tax derivative loss to be reclassified into earnings within the next twelve months | 3.1 | ||
Unrealized after-tax derivative loss included in AOCI being amortized to interest expense over remaining life of contract | $ 11.4 | $ 13.1 |
DERIVATIVES AND HEDGING ACTIV_4
DERIVATIVES AND HEDGING ACTIVITIES - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | $ 36.1 | $ 0 |
Total derivative liabilities | (0.7) | (20.8) |
Derivatives not designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 1.1 | 0 |
Total derivative liabilities | (12.4) | 0 |
Foreign currency forward contracts | Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 0.6 | 0 |
Foreign currency forward contracts | Derivatives not designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 1.1 | 0 |
Total derivative liabilities | (1.1) | 0 |
Interest rate swaps | Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative liabilities | 0 | (20.8) |
Interest rate swaps | Derivatives not designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative liabilities | (11.3) | 0 |
Interest rate caps | Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 2.9 | 0 |
Total derivative liabilities | (0.7) | 0 |
Cross currency swaps | Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | $ 32.6 | $ 0 |
DERIVATIVES AND HEDGING ACTIV_5
DERIVATIVES AND HEDGING ACTIVITIES - Components of Derivatives (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Aug. 31, 2019 | |
Floating to fixed interest rate swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 720,000,000 | |
Original maturity in months | 60 months | |
Adjusted notional amount after month 48 | $ 315,000,000 | |
Fixed to floating interest rate swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 720,000,000 | |
Original maturity in months | 36 months | |
U.S. dollar to Euro currency swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 500,000,000 | |
Original maturity in months | 60 months | |
U.S. dollar floating to Euro fixed interest rate swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 500,000,000 | |
Original maturity in months | 60 months | |
U.S. dollar interest rate cap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 650,000,000 | |
Original maturity in months | 36 months | |
U.S. dollar currency forward contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 223,500,000 | |
U.S. dollar currency forward contracts | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Original maturity in months | 1 month | |
U.S. dollar currency forward contracts | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Original maturity in months | 12 months |
DERIVATIVES AND HEDGING ACTIV_6
DERIVATIVES AND HEDGING ACTIVITIES - Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Total | $ (29.8) | $ (4.8) | $ 0.2 |
Foreign currency forward contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Total | (0.1) | 0.5 | 0.2 |
Interest rate swaps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Total | (0.2) | (5.3) | 0 |
Interest rate caps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Total | (0.1) | 0 | 0 |
Cross currency swaps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Total | $ (29.4) | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS AND O_3
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Assets and liabilities measured on a recurring basis (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ (4.6) | $ (8.2) |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 111.6 | 118.4 |
Restricted cash and compensating balance deposits | 0.6 | 8.8 |
Contingent consideration | (4.6) | (8.2) |
Fair Value, Recurring | Cross currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 32.6 | |
Fair Value, Recurring | Interest rate caps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 2.2 | |
Fair Value, Recurring | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0.6 | |
Fair Value, Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | (11.3) | (20.8) |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 111.6 | 118.4 |
Restricted cash and compensating balance deposits | 0.6 | 8.8 |
Contingent consideration | 0 | 0 |
Fair Value, Recurring | Level 1 | Cross currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Fair Value, Recurring | Level 1 | Interest rate caps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Fair Value, Recurring | Level 1 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Fair Value, Recurring | Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Restricted cash and compensating balance deposits | 0 | 0 |
Contingent consideration | 0 | 0 |
Fair Value, Recurring | Level 2 | Cross currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 32.6 | |
Fair Value, Recurring | Level 2 | Interest rate caps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 2.2 | |
Fair Value, Recurring | Level 2 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0.6 | |
Fair Value, Recurring | Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | (11.3) | (20.8) |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Restricted cash and compensating balance deposits | 0 | 0 |
Contingent consideration | (4.6) | (8.2) |
Fair Value, Recurring | Level 3 | Cross currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Fair Value, Recurring | Level 3 | Interest rate caps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Fair Value, Recurring | Level 3 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Fair Value, Recurring | Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS AND O_4
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Restricted cash and equivalents, noncurrent | $ 0.3 | $ 5.6 | |
Restricted cash and equivalents, current | 0.3 | 3.2 | |
Contingent consideration liability | 4.6 | 8.2 | |
Contingent consideration (gain) loss | (0.4) | 1.1 | $ (5.5) |
Held as collateral | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Restricted cash and equivalents, noncurrent | 5.4 | ||
Restricted cash and equivalents, current | 3.1 | ||
Money market funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash equivalents | $ 0.9 | $ 113 |
FAIR VALUE MEASUREMENTS AND O_5
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Debt and Preferred Equity Certificates fair values (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Preferred Equity Certificates | $ 0 | $ 641.7 |
Debt and Preferred Equity Certificates | 1,956.4 | 3,313.8 |
Carrying Amount | Revolving Credit Facility | Line of credit | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Carrying Amount | 2021 U.S. Dollar Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,463.4 | 0 |
Carrying Amount | 2017 U.S. Dollar Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 859.1 |
Carrying Amount | U.S. Dollar Incremental Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 144.8 |
Carrying Amount | Euro Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 1,129.5 |
Carrying Amount | 2021 Senior Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 493 | 0 |
Carrying Amount | 2017 Senior Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 538.7 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Preferred Equity Certificates | 0 | 641.7 |
Debt and Preferred Equity Certificates | 1,962.4 | 3,360.7 |
Fair Value | Revolving Credit Facility | Line of credit | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Fair Value | 2021 U.S. Dollar Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,464.9 | 0 |
Fair Value | 2017 U.S. Dollar Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 856.3 |
Fair Value | U.S. Dollar Incremental Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 149 |
Fair Value | Euro Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 1,161 |
Fair Value | 2021 Senior Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 497.5 | 0 |
Fair Value | 2017 Senior Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 552.7 |
RETIREMENT PLANS - Additional I
RETIREMENT PLANS - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Retirement savings plan costs | $ 1.5 | $ 1.5 | $ 1.8 |
Other post-employment benefit plan liability | $ 2.1 | $ 2.2 |
RETIREMENT PLANS - Net Periodic
RETIREMENT PLANS - Net Periodic Benefit Cost by Location (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Total benefit | $ (8.7) | $ (6.9) | $ (4) |
Selling, general and administrative expenses | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total benefit | 6 | 6 | 4.9 |
Other (income) expense, net | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total benefit | $ (14.7) | $ (12.9) | $ (8.9) |
RETIREMENT PLANS - Projected Be
RETIREMENT PLANS - Projected Benefit Obligations and Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in benefit obligation: | |||
Projected benefit obligation at beginning of period | $ 636.4 | $ 546 | $ 519.1 |
Service cost | 6 | 6 | 4.9 |
Interest cost | 2.6 | 4.2 | 7 |
Participants' contributions | 2.3 | 2.4 | 2.1 |
Benefits paid | (11.5) | (10.2) | (8.8) |
Actuarial loss (gain) | (22.9) | 47.1 | 49.7 |
Plan amendments | 0 | 0 | (12.4) |
Settlements | (1.1) | (8.2) | (8.2) |
Foreign currency translation | (39.8) | 49.1 | (7.4) |
Projected benefit obligation at end of period | 572 | 636.4 | 546 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | 430.5 | 378.1 | 333.2 |
Actual return on plan assets | 40.8 | 22.2 | 51.7 |
Settlements | (1.1) | (8.2) | (8.2) |
Employer contributions | 11.9 | 12 | 12.5 |
Participants' contributions | 2.3 | 2.4 | 2.1 |
Benefits paid | (11.5) | (10.2) | (8.8) |
Foreign currency translation | (26.2) | 34.2 | (4.4) |
Fair value of plan assets at end of period | 446.7 | 430.5 | 378.1 |
Unfunded status, net | 125.3 | 205.9 | 167.9 |
Accumulated benefit obligation at end of period | 552.4 | 613.7 | 524.5 |
Amounts recognized in the Consolidated Balance Sheet: | |||
Other non-current assets | 4.5 | 0.2 | 0.4 |
Other current liabilities | (2.5) | (3) | (2.4) |
Other non-current liabilities | (127.3) | (203.1) | (165.9) |
Net amount recognized | $ (125.3) | $ (205.9) | $ (167.9) |
RETIREMENT PLANS - Components o
RETIREMENT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net periodic benefit cost: | |||
Service cost | $ 6 | $ 6 | $ 4.9 |
Interest cost | 2.6 | 4.2 | 7 |
Expected return on plan assets | (17.2) | (17.2) | (16.5) |
Amortization of prior service cost and net actuarial loss | (1.4) | (0.8) | 0 |
Loss recognized during fiscal year due to settlement | 1.3 | 0.9 | 0.6 |
Net period benefit cost | (8.7) | (6.9) | (4) |
Changes in plan assets and benefit obligations recognized in other comprehensive loss: | |||
Net actuarial loss (gain), net | (22.9) | 47.1 | 49.7 |
Loss recognized during fiscal year due to settlement | (0.1) | (0.9) | (0.6) |
Prior service credit occurring during fiscal year | 0 | 0 | (12.4) |
Prior Service Credit Amortized During Fiscal Year | 1.4 | 1.4 | 0 |
Net Loss Amortized During Fiscal Year | (1.3) | (0.6) | 0 |
Asset gain occurring during the year | (23.4) | (4.9) | (35.1) |
Total (gain) loss recognized in other comprehensive loss | (46.3) | 42.1 | 1.6 |
Total recognized in net periodic benefit cost and other comprehensive income | $ (55) | $ 35.2 | $ (2.4) |
RETIREMENT PLANS - Accumulated
RETIREMENT PLANS - Accumulated Benefit Obligation and Projected Benefit Obligation (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Retirement Benefits [Abstract] | |||
Accumulated benefit obligation at end of period | $ 552.4 | $ 613.7 | $ 524.5 |
Plans with PBO in excess of plan assets | |||
PBO | 540.7 | 633.7 | |
ABO | 522.9 | 610.9 | |
Fair value of plan assets | 411 | 427.6 | |
Plans with ABO in excess of plan assets | |||
PBO | 539.5 | 618.6 | |
ABO | 522.1 | 598.3 | |
Fair value of plan assets | $ 409.8 | $ 413.3 |
RETIREMENT PLANS - Estimated Fu
RETIREMENT PLANS - Estimated Future Benefit Payments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 14.5 |
2023 | 15 |
2024 | 16.2 |
2025 | 16.6 |
2026 | 17.6 |
2027-2031 | $ 108.6 |
RETIREMENT PLANS - Assumptions
RETIREMENT PLANS - Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Benefit obligations: | ||
Discount rate | 1.00% | 0.60% |
Rate of compensation increase | 2.00% | 1.90% |
Pension increase rate | 1.30% | 1.50% |
Benefit cost: | ||
Discount rate | 0.60% | 1.00% |
Expected long-term rate of return | 4.50% | 4.40% |
Rate of compensation increase | 1.90% | 2.10% |
Pension increase rate | 1.40% | 1.50% |
RETIREMENT PLANS - Targeted Ass
RETIREMENT PLANS - Targeted Asset by Category Percentages (Details) | Dec. 31, 2021 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |
Total | 100.00% |
Equity securities | |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |
Total | 38.00% |
Debt securities | |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |
Total | 44.00% |
Real estate | |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |
Total | 9.00% |
Other | |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |
Total | 9.00% |
RETIREMENT PLANS - Fair Values
RETIREMENT PLANS - Fair Values by Asset Category (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | $ 446.7 | $ 430.5 | $ 378.1 | $ 333.2 |
Level 1 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 2.2 | 5.8 | ||
Level 2 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 402 | 382.5 | ||
Level 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 42.5 | 42.2 | $ 39 | |
Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 1.5 | 4.8 | ||
Cash and cash equivalents | Level 1 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 1.4 | 4.7 | ||
Cash and cash equivalents | Level 2 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0.1 | 0.1 | ||
Cash and cash equivalents | Level 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0 | 0 | ||
Fixed income funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 191.4 | 172.1 | ||
Fixed income funds | Level 1 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0.7 | 1 | ||
Fixed income funds | Level 2 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 190.7 | 171.1 | ||
Fixed income funds | Level 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0 | 0 | ||
Equity funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 167.8 | 178.2 | ||
Equity funds | Level 1 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0.1 | 0.1 | ||
Equity funds | Level 2 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 167.7 | 178.1 | ||
Equity funds | Level 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0 | 0 | ||
Real estate | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 38.1 | 30.3 | ||
Real estate | Level 1 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0 | 0 | ||
Real estate | Level 2 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 38.1 | 30.3 | ||
Real estate | Level 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0 | 0 | ||
Other | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 47.9 | 45.1 | ||
Other | Level 1 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 0 | 0 | ||
Other | Level 2 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | 5.4 | 2.9 | ||
Other | Level 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total | $ 42.5 | $ 42.2 |
RETIREMENT PLANS - Activity of
RETIREMENT PLANS - Activity of Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |||
Fair value of plan assets at beginning of period | $ 430.5 | $ 378.1 | $ 333.2 |
Foreign exchange (loss)/gain | 26.2 | (34.2) | 4.4 |
Fair value of plan assets at end of period | 446.7 | 430.5 | 378.1 |
Level 3 | |||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |||
Fair value of plan assets at beginning of period | 42.2 | 39 | |
Gains on assets still held at year-end | 4.6 | 1.3 | |
Purchases, sales, issuances and settlements | (1.5) | (1.6) | |
Transfers in and/or out of Level 3 | 0.1 | 0.1 | |
Foreign exchange (loss)/gain | (2.9) | 3.4 | |
Fair value of plan assets at end of period | $ 42.5 | $ 42.2 | $ 39 |
INCOME TAXES - U.S. and non-U.S
INCOME TAXES - U.S. and non-U.S. components of earnings (loss) before income tax provision (benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (83.5) | $ (5.6) | $ (119.3) |
Non-U.S. | (66) | (23.7) | 43 |
Loss before income tax provision | $ (149.5) | $ (29.3) | $ (76.3) |
INCOME TAXES - Components of in
INCOME TAXES - Components of income tax provision (benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
U.S. | $ 11 | $ 1.5 | $ 2.3 |
Non-U.S. | 39.6 | 36.5 | 60 |
Total current expense | 50.6 | 38 | 62.3 |
Deferred: | |||
U.S. | (2.9) | (37.1) | (7) |
Non-U.S. | (22.4) | 8.3 | (22.6) |
Total deferred tax benefit | (25.3) | (28.8) | (29.6) |
Income tax provision | $ 25.3 | $ 9.2 | $ 32.7 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of income taxes to statutory provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory provision (benefit) | $ (28.4) | $ (7.3) | $ (19) |
U.S. state income taxes, net of federal benefit | 0.3 | (9.7) | (3.1) |
Foreign earnings taxed at different rates | (2.6) | 2.8 | 2.7 |
Permanent differences | 3.1 | 0.8 | 9.2 |
Share-based compensation | 14.5 | 16.9 | 0 |
Net change in valuation allowance | 23.8 | (6.5) | (12) |
Audit settlements and changes to unrecognized tax benefits | 0.6 | (10.3) | 8.1 |
Deferred tax asset adjustments | 2.8 | 5.2 | 11.7 |
Net change in estimate of prior period tax | 0.1 | (4.6) | 2.8 |
Change in tax laws | 3.7 | 14.5 | 23.4 |
Withholding taxes | 6.8 | 8.8 | 5.4 |
Other | 0.6 | (1.4) | 3.5 |
Income tax provision | $ 25.3 | $ 9.2 | $ 32.7 |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Statutory provision (benefit) | $ (28.4) | $ (7.3) | $ (19) | |
Income tax provision | 25.3 | 9.2 | 32.7 | |
Income tax expense related to non-deductible share-based compensation | 14.5 | 16.9 | 0 | |
Income tax expense (benefit) for change in valuation allowance | 23.8 | (6.5) | (12) | |
Income tax expense related to the impact of permanent differences | 3.1 | 0.8 | 9.2 | |
Income tax expense driven by changes to tax laws | 3.7 | 14.5 | 23.4 | |
Unfavorable (favorable) change from audit settlements and changes to unrecognized tax benefits | 0.6 | (10.3) | 8.1 | |
Unfavorable adjustments to deferred tax balances in foreign subsidiaries | 2.8 | 5.2 | 11.7 | |
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss, tax effected | 99.5 | 82.4 | ||
Unrecognized tax benefits | 63.7 | 60.1 | 74.9 | $ 74.7 |
Unrecognized tax benefits that would affect effective tax rate | 46.3 | 42.9 | $ 57.8 | |
Unrecognized tax benefits, accrued interest and penalties | 6.6 | 8.1 | ||
Reduction in unrecognized tax benefits reasonably possible | 38 | |||
TRA liability | 238.1 | $ 0 | ||
Research and development credits | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credits | $ 1.1 | |||
LIBOR | ||||
Income Tax Contingency [Line Items] | ||||
TRA interest due on past due amounts, basis spread on variable interest rate | 3.00% | |||
TRA interest due on past due amounts, floor interest rate | 0.0050 | |||
U.S. Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss | $ 43.2 | |||
Net operating loss, tax effected | 9.1 | |||
U.S. Federal | Foreign tax credits | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credits | 10.6 | |||
Tax credits, valuation allowance | 8.3 | |||
U.S. State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss | 250.9 | |||
Net operating loss, valuation allowance | 10.7 | |||
Net operating loss, tax effected | 15.5 | |||
Non-U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss | 299.6 | |||
Net operating loss, valuation allowance | 8 | |||
Net operating loss, tax effected | $ 74.9 |
INCOME TAXES - Deferred tax bal
INCOME TAXES - Deferred tax balances (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets | ||
Accruals not yet deductible for tax purposes | $ 101.7 | $ 82.1 |
Net operating loss carryforwards | 99.5 | 82.4 |
U.S., non-U.S. and state tax credits | 11.7 | 12.2 |
Employee benefit items | 32.1 | 46.4 |
Intercompany losses | 36.2 | 36 |
Intercompany interest | 39 | 34.7 |
Lease liability | 24 | 16 |
Other | 7.2 | 8.4 |
Gross deferred tax assets | 351.4 | 318.2 |
Less: Valuation allowance | (97.9) | (79.5) |
Total deferred tax assets | 253.5 | 238.7 |
Deferred Tax Liabilities | ||
Depreciation and amortization | (37.3) | (33.7) |
Unremitted foreign earnings | (1.5) | (1.1) |
Intangibles | (327.2) | (324.4) |
Total deferred tax liabilities | (366) | (359.2) |
Net deferred tax liability | $ (112.5) | $ (120.5) |
INCOME TAXES - Activity related
INCOME TAXES - Activity related to gross unrecognized tax benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 60.1 | $ 74.9 | $ 74.7 |
Gross increases - tax positions in current period | 2.5 | 0 | 2.2 |
Gross increases - tax positions in prior periods | 5.4 | 0 | 0 |
Decreases from settlements with tax authorities | 0 | (13.2) | 0 |
Lapse of statute of limitations | (4.3) | (1.6) | (2) |
Balance at end of period | $ 63.7 | $ 60.1 | $ 74.9 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 29, 2021 | Dec. 17, 2019 | Sep. 06, 2017 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Virox | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of investment | $ 27,100,000 | ||||||
Gain on sale of investment | 13,000,000 | ||||||
Intellectual Property Acquisition | |||||||
Related Party Transaction [Line Items] | |||||||
Consideration for IP assets | 37,400,000 | ||||||
Payment to acquire assets | 34,200,000 | ||||||
Consideration, license agreement | $ 3,200,000 | ||||||
Affiliated entity | Virox | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | $ 3,300,000 | ||||||
Revenue | 85,100,000 | ||||||
Purchases of inventory | 42,400,000 | ||||||
Management Fee | Affiliated entity | Bain Capital | |||||||
Related Party Transaction [Line Items] | |||||||
Annual management fee | $ 7,500,000 | ||||||
Payment for termination of management agreement | $ 17,500,000 | ||||||
Related party expense | $ 19,400,000 | $ 7,500,000 | 7,500,000 | ||||
Consulting fees | Affiliated entity | Bain Capital | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | $ 2,300,000 | $ 9,800,000 | $ 9,800,000 |
SHARE-BASED COMPENSATION - Expe
SHARE-BASED COMPENSATION - Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 115.2 | $ 67.5 | $ 3 |
Cost of sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 7.5 | 0 | 0 |
Selling, general and administrative expenses | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 107.7 | $ 67.5 | $ 3 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 24, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 77.3 | |||
Unrecognized compensation expense, period of recognition | 3 years 4 months 24 days | |||
Compensation expense | $ 115.2 | $ 67.5 | $ 3 | |
Modification of share-based awards | 68.1 | |||
Shares reserved for issuance | 15,000,000 | |||
Management Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 72.7 | $ 67.5 | $ 3 | |
Long Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 30.2 | |||
Additional Paid-in Capital | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Modification of share-based awards | 68.1 | |||
Restricted Share Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 9 | |||
Cash-settled restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 3.3 | |||
Vesting period | 3 years |
SHARE-BASED COMPENSATION - Acti
SHARE-BASED COMPENSATION - Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
MEIP Shares | |
Number of Awards | |
Nonvested (shares) | shares | 6,984,060 |
Granted (shares) | shares | 0 |
Vested (shares) | shares | (292,825) |
Converted Restricted Ordinary Shares (shares) | shares | (6,691,235) |
Nonvested (shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Unvested (usd per share) | $ / shares | $ 14.51 |
Granted (usd per share) | $ / shares | 0 |
Vested (usd per share) | $ / shares | 14.51 |
Converted to Restricted Ordinary Shares (usd per share) | $ / shares | 14.51 |
Unvested (usd per share) | $ / shares | $ 0 |
Restricted Shares | |
Number of Awards | |
Nonvested (shares) | shares | 0 |
Granted (shares) | shares | 0 |
Converted from MEIP shares (shares) | shares | 7,763,231 |
Vested (shares) | shares | (2,021,833) |
Forfeited (shares) | shares | (11,473) |
Nonvested (shares) | shares | 5,729,925 |
Weighted Average Grant Date Fair Value | |
Unvested (usd per share) | $ / shares | $ 0 |
Granted (usd per share) | $ / shares | 0 |
Converted from MEIP shares (usd per share) | $ / shares | 15 |
Vested (usd per share) | $ / shares | 15 |
Forfeited (usd per share) | $ / shares | 15 |
Unvested (usd per share) | $ / shares | $ 15 |
Restricted Share Units (RSUs) | |
Number of Awards | |
Nonvested (shares) | shares | 0 |
Granted (shares) | shares | 1,715,543 |
Vested (shares) | shares | (260,393) |
Forfeited (shares) | shares | 0 |
Nonvested (shares) | shares | 1,455,150 |
Weighted Average Grant Date Fair Value | |
Unvested (usd per share) | $ / shares | $ 0 |
Granted (usd per share) | $ / shares | 15.01 |
Vested (usd per share) | $ / shares | 15 |
Forfeited (usd per share) | $ / shares | 0 |
Unvested (usd per share) | $ / shares | $ 15.01 |
RESTRUCTURING AND EXIT ACTIVI_3
RESTRUCTURING AND EXIT ACTIVITIES - Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring costs | $ 42 | ||
Restructuring and exit costs | 27.4 | $ 25.6 | $ 19.8 |
Other charges associated with restructuring | 8.7 | 4.7 | 6.5 |
Total | 36.1 | 30.3 | 26.3 |
Lease receivable contracts, net | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and exit costs | 15.7 | 0 | 0 |
Facilities, Inventory and Property and equipment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and exit costs | 2.7 | 0 | 0 |
Employee termination benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and exit costs | 9 | $ 25.6 | $ 19.8 |
2021 restructuring plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and exit costs | $ 7.8 |
RESTRUCTURING AND EXIT ACTIVI_4
RESTRUCTURING AND EXIT ACTIVITIES - Accrual (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Balance | $ 26.3 | $ 13.4 |
Accrual and accrual adjustments | 27.4 | 25.6 |
Cash payments during period | (20.1) | (12.5) |
Write-offs | (0.4) | 0 |
Foreign currency translation | (0.2) | (0.2) |
Balance | 33 | 26.3 |
Lease receivable contracts, net | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance | 0 | 0 |
Accrual and accrual adjustments | 15.7 | 0 |
Cash payments during period | 0 | 0 |
Write-offs | 0 | 0 |
Foreign currency translation | 0 | 0 |
Balance | 15.7 | 0 |
Facilities, Inventory and Property and equipment | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance | 0 | 0 |
Accrual and accrual adjustments | 2.7 | 0 |
Cash payments during period | (1.7) | 0 |
Write-offs | (0.4) | 0 |
Foreign currency translation | 0 | 0 |
Balance | 0.6 | 0 |
Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance | 26.3 | 13.4 |
Accrual and accrual adjustments | 9 | 25.6 |
Cash payments during period | (18.4) | (12.5) |
Write-offs | 0 | 0 |
Foreign currency translation | (0.2) | (0.2) |
Balance | $ 16.7 | $ 26.3 |
RESTRUCTURING AND EXIT ACTIVI_5
RESTRUCTURING AND EXIT ACTIVITIES - Restructuring charges by segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 27.4 | $ 25.6 | $ 19.8 |
Operating segments | Institutional | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 23.2 | 22 | 6.9 |
Operating segments | Food & Beverage | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1.3 | 0.8 | 0.8 |
Corporate/Unallocated | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 2.9 | $ 2.8 | $ 12.1 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | $ (508.6) | $ (321.2) | $ (356.9) |
Other comprehensive loss before reclassifications | 41 | (142.6) | |
Amounts reclassified from AOCI to net loss | 14.7 | (5.6) | |
Other comprehensive (loss) income | 55.7 | (148.2) | 30.3 |
Balance | 785.6 | (508.6) | (321.2) |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (212.7) | (64.5) | (94.8) |
Balance | (157) | (212.7) | (64.5) |
Unrecognized Pension Items | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (42.6) | (13.6) | |
Other comprehensive loss before reclassifications | 36.1 | (28.2) | |
Amounts reclassified from AOCI to net loss | (0.1) | (0.8) | |
Other comprehensive (loss) income | 36 | (29) | |
Balance | (6.6) | (42.6) | (13.6) |
Hedging Activities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (16) | 3.8 | |
Other comprehensive loss before reclassifications | (1.5) | (15) | |
Amounts reclassified from AOCI to net loss | 14.8 | (4.8) | |
Other comprehensive (loss) income | 13.3 | (19.8) | |
Balance | (2.7) | (16) | 3.8 |
Cumulative Translation Adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (154.1) | (54.7) | |
Other comprehensive loss before reclassifications | 6.4 | (99.4) | |
Amounts reclassified from AOCI to net loss | 0 | 0 | |
Other comprehensive (loss) income | 6.4 | (99.4) | |
Balance | $ (147.7) | $ (154.1) | $ (54.7) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Reclassifications (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | $ (149.5) | $ (29.3) | $ (76.3) |
Tax expense (benefit) | (25.3) | (9.2) | (32.7) |
Net loss | (174.8) | (38.5) | $ (109) |
Reclassification out of Accumulated Other Comprehensive Income | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net loss | 11.9 | (4.4) | |
Reclassification out of Accumulated Other Comprehensive Income | Defined benefit plans and other post-employment benefits: | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | (0.1) | (0.8) | |
Tax expense (benefit) | 0 | 0.2 | |
Net loss | (0.1) | (0.6) | |
Reclassification out of Accumulated Other Comprehensive Income | Prior service costs | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | (1.4) | (1.4) | |
Reclassification out of Accumulated Other Comprehensive Income | Actuarial gain | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | 1.3 | 0.6 | |
Reclassification out of Accumulated Other Comprehensive Income | Reclassifications from unrealized gains/losses from derivative instruments: | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | 14.8 | (4.8) | |
Tax expense (benefit) | (2.8) | 1 | |
Net loss | 12 | (3.8) | |
Reclassification out of Accumulated Other Comprehensive Income | Reclassifications from unrealized gains/losses from derivative instruments: | Cross currency swaps | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | 16.7 | 0 | |
Reclassification out of Accumulated Other Comprehensive Income | Reclassifications from unrealized gains/losses from derivative instruments: | Foreign currency forward contracts | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | 0 | 0.5 | |
Reclassification out of Accumulated Other Comprehensive Income | Reclassifications from unrealized gains/losses from derivative instruments: | Interest rate swaps | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | (1.8) | (5.3) | |
Reclassification out of Accumulated Other Comprehensive Income | Reclassifications from unrealized gains/losses from derivative instruments: | Interest rate caps | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total pre-tax amount | $ (0.1) | $ 0 |
SEGMENTS - Net sales and Adjust
SEGMENTS - Net sales and Adjusted EBITDA (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 2 | ||
Segment Reporting Information [Line Items] | |||
Net sales | $ 2,618.9 | $ 2,629.2 | $ 2,623.9 |
Adjusted EBITDA for reportable segments | 453.5 | 448.3 | 398.3 |
Institutional | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,918.4 | 1,995.3 | 1,979.1 |
Adjusted EBITDA for reportable segments | 319.8 | 336.4 | 296.4 |
Food & Beverage | |||
Segment Reporting Information [Line Items] | |||
Net sales | 700.5 | 633.9 | 644.8 |
Adjusted EBITDA for reportable segments | $ 133.7 | $ 111.9 | $ 101.9 |
SEGMENTS - Reconciliation of Ad
SEGMENTS - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Millions | Mar. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA for reportable segments | $ 453.5 | $ 448.3 | $ 398.3 | ||
Interest expense | (126.3) | (127.7) | (141) | ||
Interest income | $ 9.9 | 5.9 | 7.5 | ||
Amortization expense of intangible assets acquired | (96.7) | (98.2) | (93.7) | ||
Transition and transformation costs and non-recurring costs | (52.3) | (42.5) | (52.8) | ||
Restructuring and exit costs | (27.4) | (25.6) | (19.8) | ||
Foreign currency (loss) gain related to Argentina subsidiaries | 2.1 | (1.6) | (11.4) | ||
Adjustment to tax indemnification asset | (6.9) | (2.8) | (7.1) | ||
Merger and acquisition related costs | (1.2) | (1) | (0.3) | ||
BAIN Capital management fee | (19.4) | (7.5) | (7.5) | ||
Non-cash pension and other post-employment benefit plan | 15.7 | 12.9 | 8.8 | ||
Foreign currency exchange loss (gain) | (12.9) | 25.1 | (10.8) | ||
Factoring and securitization fees | (4.7) | (4.3) | (3.4) | ||
Share-based incentive compensation | (115.2) | (67.5) | (3) | ||
Tax receivable agreement adjustments | $ 10.1 | 0 | 0 | ||
Loss on extinguishment of debt | (15.6) | 0 | 0 | ||
Realized foreign currency exchange loss on debt financing | (4.5) | ||||
Loss before income tax provision | (149.5) | (29.3) | (76.3) | ||
Bain Capital | Management Fee | Affiliated entity | |||||
Segment Reporting Information [Line Items] | |||||
Payment for termination of management agreement | $ 17.5 | ||||
Operating segments | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA for reportable segments | 453.5 | 448.3 | 398.3 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Corporate costs | (43.4) | (47.1) | (58.5) | ||
Restructuring and exit costs | (2.9) | (2.8) | (12.1) | ||
Reconciling items | |||||
Segment Reporting Information [Line Items] | |||||
Interest expense | (126.3) | (127.7) | (141) | ||
Interest income | 9.9 | 5.9 | 7.5 | ||
Amortization expense of intangible assets acquired | (96.7) | (98.2) | (93.7) | ||
Depreciation expense included in cost of sales | (82.7) | (89.5) | (84.4) | ||
Depreciation expense included in selling, general and administrative expenses | (8.1) | (7.9) | (7.4) | ||
Transition and transformation costs and non-recurring costs | (52.3) | (42.5) | (52.8) | ||
Restructuring and exit costs | (27.4) | (25.6) | (19.8) | ||
Foreign currency (loss) gain related to Argentina subsidiaries | 2.1 | (1.6) | (11.4) | ||
Adjustment to tax indemnification asset | (6.9) | (2.8) | (7.1) | ||
Merger and acquisition related costs | (1.2) | (1) | (0.3) | ||
Acquisition accounting adjustments | 0 | 0 | (1.9) | ||
BAIN Capital management fee | (19.4) | (7.5) | (7.5) | ||
Non-cash pension and other post-employment benefit plan | 15.7 | 12.9 | 8.8 | ||
Foreign currency exchange loss (gain) | (12.9) | 25.1 | (10.8) | ||
Factoring and securitization fees | (4.7) | (4.3) | (3.4) | ||
Share-based incentive compensation | (115.2) | (67.5) | (3) | ||
Tax receivable agreement adjustments | 10.1 | 0 | 0 | ||
Gain on sale of business and investments | 0 | 0 | 13 | ||
Loss on extinguishment of debt | (15.6) | 0 | 0 | ||
Realized foreign currency exchange loss on debt financing | (4.5) | 0 | 0 | ||
COVID-19 inventory charges | (13.9) | 0 | 0 | ||
Other items | $ (9.6) | $ 1.7 | $ (0.9) |
SEGMENTS - Assets (Details)
SEGMENTS - Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Assets | $ 4,300 | $ 4,286.1 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Assets | 3,548.1 | 3,661.7 |
Institutional | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 557.8 | 492.2 |
Food & Beverage | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 194.1 | $ 132.2 |
SEGMENTS - Net sales, long-live
SEGMENTS - Net sales, long-lived assets and right of use assets by geographic region (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 2,618.9 | $ 2,629.2 | $ 2,623.9 |
Long-lived assets and right of use assets | 1,602.2 | 1,667 | |
Operating segments | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets and right of use assets | 309.6 | 256 | |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 708.7 | 784.2 | 581.1 |
North America | Operating segments | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets and right of use assets | 144 | 76.5 | |
U.S. | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 503.5 | 610.9 | 474.2 |
Long-lived assets and right of use assets | 123.6 | 56.6 | |
Latin America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 183.5 | 168.7 | 203.3 |
Latin America | Operating segments | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets and right of use assets | 14.4 | 14.4 | |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 1,157.3 | 1,132.9 | 1,189.4 |
Europe | Operating segments | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets and right of use assets | 126.1 | 136.8 | |
Middle East & Africa | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 231.1 | 217.2 | 255.6 |
Middle East & Africa | Operating segments | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets and right of use assets | 10.6 | 11.6 | |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 338.3 | 326.2 | $ 394.5 |
Asia Pacific | Operating segments | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets and right of use assets | $ 14.5 | $ 16.7 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to common shareholders, Basic | $ (174.8) | $ (38.5) | $ (109) |
Net loss attributable to common shareholders, Diluted | $ (174.8) | $ (38.5) | $ (109) |
Basic weighted average shares outstanding (in shares) | 290.4 | 243.2 | 243.2 |
Dilutive securities (in shares) | 0 | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 290.4 | 243.2 | 243.2 |
Basic loss per share (usd per share) | $ (0.60) | $ (0.16) | $ (0.45) |
Diluted loss per share (usd per share) | $ (0.60) | $ (0.16) | $ (0.45) |
Weighted average shares outstanding adjustment for shares exchanged (in shares) | 47.4 | 47.4 | 47.4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Revenues | $ 2,618.9 | $ 2,629.2 | $ 2,623.9 | |
Shorrock Trichem | ||||
Subsequent Event [Line Items] | ||||
Revenues | $ 30 | |||
Restricted share units | ||||
Subsequent Event [Line Items] | ||||
Awards granted (in shares) | 1,715,543 | |||
Awards granted, grant date fair value (usd per share) | $ 15.01 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock options granted (in shares) | 480,094 | |||
Stock options granted, exercise price (usd per share) | $ 10.73 | |||
Subsequent Event | Restricted share units | ||||
Subsequent Event [Line Items] | ||||
Awards granted (in shares) | 808,548 | |||
Awards granted, grant date fair value (usd per share) | $ 10.70 | |||
Subsequent Event | Performance share units | ||||
Subsequent Event [Line Items] | ||||
Awards granted (in shares) | 883,750 | |||
Awards granted, grant date fair value (usd per share) | $ 10.70 |
SCHEDULE II (Details)
SCHEDULE II (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for trade receivables | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 28.7 | $ 21.5 | $ 20.3 |
Charged to Costs and Expenses | (1.2) | 9.7 | 4.1 |
Deductions | (5.1) | (4.3) | (2.9) |
Foreign Currency Translation and Other | 1.1 | 1.8 | (0.1) |
Balance at End of Year | 23.5 | 28.7 | 21.5 |
Allowance for trade receivables | Adoption of ASC 326 | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Foreign Currency Translation and Other | 2.1 | ||
Allowance for lease receivables | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 6.4 | 0 | |
Charged to Costs and Expenses | 15.7 | 1.4 | |
Deductions | (1.1) | 0 | |
Foreign Currency Translation and Other | (0.3) | 5 | |
Balance at End of Year | 20.7 | 6.4 | 0 |
Allowance for lease receivables | Adoption of ASC 326 | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Foreign Currency Translation and Other | 5.1 | ||
Inventory obsolescence reserve | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 24.4 | 15.3 | 16.1 |
Charged to Costs and Expenses | 12 | 13.4 | 4.1 |
Deductions | (6.5) | (3.9) | (4.8) |
Foreign Currency Translation and Other | 0.7 | (0.4) | 0 |
Balance at End of Year | 30.6 | 24.4 | 15.3 |
Valuation allowance on deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 79.5 | 102.1 | 142.4 |
Charged to Costs and Expenses | 18.4 | (22.6) | (40.2) |
Deductions | 0 | 0 | 0 |
Foreign Currency Translation and Other | 0 | 0 | (0.1) |
Balance at End of Year | $ 97.9 | $ 79.5 | $ 102.1 |