COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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, 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 $0.0001 | |
Trading Symbol | DSEY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 324,579,219 | |
Entity Central Index Key | 0001831617 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 125.7 | $ 205.6 |
Trade receivables, net of allowance for doubtful accounts of $22.6 and $21.7 | 434.6 | 457.4 |
Other receivables | 77.4 | 77.1 |
Inventories | 405.5 | 354.6 |
Prepaid expenses and other current assets | 114.6 | 110.6 |
Total current assets | 1,157.8 | 1,205.3 |
Property and equipment, net | 260.2 | 254.1 |
Goodwill | 468 | 462.8 |
Intangible assets, net | 1,985 | 1,984.1 |
Other non-current assets | 339.3 | 348.4 |
Total assets | 4,210.3 | 4,254.7 |
Current liabilities: | ||
Short-term borrowings | 1.1 | 3.8 |
Current portion of long-term debt | 12 | 12.4 |
Accounts payable | 547.1 | 552.6 |
Accrued restructuring costs | 22.7 | 28 |
Other current liabilities | 415.6 | 399.2 |
Total current liabilities | 998.5 | 996 |
Long-term debt, less current portion | 1,965.8 | 1,969 |
Deferred taxes | 148.8 | 148.6 |
Other non-current liabilities | 468.4 | 468.1 |
Total liabilities | 3,581.5 | 3,581.7 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Ordinary shares, $0.01 par value per share, 1,000,000,000 shares authorized, 324,683,350 and 324,328,774 shares outstanding in 2023 and 2022 | 0 | 0 |
Preferred shares, $0.0001 par value per share, 200,000,000 shares authorized, 0 shares outstanding in 2023 and 2022 | 0 | 0 |
Additional paid-in capital | 1,725.9 | 1,717.5 |
Accumulated deficit | (943) | (889.4) |
Accumulated other comprehensive loss | (154.1) | (155.1) |
Total stockholders' equity | 628.8 | 673 |
Total liabilities and stockholders' equity | $ 4,210.3 | $ 4,254.7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 22.6 | $ 21.7 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares outstanding | 324,683,350 | 324,328,774 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 696 | $ 660 |
Cost of sales | 476.4 | 423.9 |
Gross profit | 219.6 | 236.1 |
Selling, general and administrative expenses | 219.1 | 213.7 |
Transaction and integration costs | 8 | 4.5 |
Amortization of intangible assets | 21.9 | 24.2 |
Restructuring and exit costs | 0.5 | 9.8 |
Operating loss | (29.9) | (16.1) |
Interest expense | 28.2 | 30.3 |
Impact of highly inflationary subsidiaries | (3.1) | (0.3) |
Other (income) expense, net | (10.7) | (8.9) |
Loss before income tax provision | (44.3) | (37.2) |
Income tax provision | 9.3 | 1.9 |
Net loss | $ (53.6) | $ (39.1) |
Basic loss per share (usd per share) | $ (0.17) | $ (0.12) |
Diluted loss per share (usd per share) | $ (0.17) | $ (0.12) |
Basic weighted average shares outstanding (in shares) | 323.2 | 319.6 |
Diluted weighted average shares outstanding (in shares) | 323.2 | 319.6 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (53.6) | $ (39.1) |
Other comprehensive income (loss): | ||
Pension plans and post-employment benefits, net of taxes of $(0.1) and $0.1 | (0.1) | (0.5) |
Hedging activities, net of taxes of $1.4 and $(6.6) | (4.4) | 17.8 |
Foreign currency translation adjustments | 5.5 | (3.9) |
Other comprehensive income | 1 | 13.4 |
Comprehensive loss | $ (52.6) | $ (25.7) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Pension plans and post-employment benefits, taxes | $ (0.1) | $ 0.1 |
Cash flow hedging activities, taxes | $ 1.4 | $ (6.6) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2021 | $ 785.6 | $ 0 | $ 1,662.7 | $ (720.1) | $ (157) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share based compensation | 15.1 | 15.1 | |||
Pension and post-employment benefits | (0.5) | (0.5) | |||
Hedging activities, net of tax | 17.8 | 17.8 | |||
Foreign currency translation adjustments | (3.9) | (3.9) | |||
Net loss | (39.1) | (39.1) | |||
Balance at Mar. 31, 2022 | 775 | 0 | 1,677.8 | (759.2) | (143.6) |
Balance at Dec. 31, 2022 | 673 | 0 | 1,717.5 | (889.4) | (155.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share based compensation | 8.4 | 8.4 | |||
Pension and post-employment benefits | (0.1) | (0.1) | |||
Hedging activities, net of tax | (4.4) | (4.4) | |||
Foreign currency translation adjustments | 5.5 | 5.5 | |||
Net loss | (53.6) | (53.6) | |||
Balance at Mar. 31, 2023 | $ 628.8 | $ 0 | $ 1,725.9 | $ (943) | $ (154.1) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |||||
Operating activities: | |||||||
Net loss | $ (53.6) | $ (39.1) | |||||
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 43.4 | 47.4 | |||||
Amortization of deferred financing costs and original issue discount | 1.8 | 1.8 | |||||
Gain on cash flow hedges | 1.1 | 1.1 | |||||
Deferred taxes | 0.3 | (3.5) | |||||
Unrealized foreign currency exchange gain | (0.6) | (1.1) | |||||
Share-based compensation | 8.4 | 15.1 | |||||
Impact of highly inflationary subsidiaries | (3.1) | (0.3) | |||||
Provision for bad debts | 1.7 | 1.9 | |||||
Provision for slow moving inventory | 2.9 | 0.4 | |||||
Non-cash pension benefit | (0.8) | (3.6) | |||||
Non-cash tax receivable agreement adjustments | (4.9) | (6.4) | |||||
Gain on sale of property and equipment | (3.7) | 0 | |||||
Changes in operating assets and liabilities: | |||||||
Trade receivables, net | 21.7 | 3 | |||||
Inventories, net | (44.6) | (39.9) | |||||
Accounts payable | (11.3) | 68.3 | |||||
Income taxes, net | 2.2 | (4.6) | |||||
Other assets and liabilities, net | (3.3) | 5.4 | |||||
Cash provided by (used in) operating activities | (42.4) | 45.9 | |||||
Investing activities: | |||||||
Business acquired in purchase transactions, net of cash acquired | (11.7) | (41.4) | |||||
Proceeds from sale of property and equipment and other assets | 6.2 | 0 | |||||
Dosing and dispensing equipment | (18.4) | (17.3) | |||||
Capital expenditures | (6.1) | (10) | |||||
Cash used in investing activities | (30) | (68.7) | |||||
Financing activities: | |||||||
Payments on short-term borrowings | (2.5) | (7.2) | |||||
Proceeds from revolving credit facility | 20 | 50 | |||||
Payments on revolving credit facility | (20) | (50) | |||||
Payments on long-term borrowings | (5.2) | (4.3) | |||||
Proceeds from derivatives | 0 | 45.3 | $ 186.1 | ||||
Cash provided by (used in) financing activities | (7.7) | 33.8 | |||||
Effect of exchange rate changes on cash and cash equivalents | 0.2 | (2.4) | |||||
Increase (decrease) in cash and cash equivalents | (79.9) | 8.6 | |||||
Cash, cash equivalents and restricted cash at beginning of period | [1] | 206.2 | 208.2 | 208.2 | |||
Cash, cash equivalents and restricted cash at end of period | 126.3 | [2] | 216.8 | [2] | $ 206.2 | [1] | |
Supplemental Cash Flow Information: | |||||||
Interest payments | 22 | 25.3 | |||||
Income tax payments | $ 4.9 | $ 9.8 | |||||
[1]Restricted cash was $0.6 million and $0.6 million as of December 31, 2022 and December 31, 2021, respectively.[2]Restricted cash was $0.6 million and $0.6 million as of March 31, 2023 and March 31, 2022, respectively. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Cash Flows [Abstract] | ||||
Restricted cash collateral | $ 0.6 | $ 0.6 | $ 0.6 | $ 0.6 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND BASIS OF PRESENTATION | THE COMPANY AND BASIS OF PRESENTATION Description of Business Diversey Holdings, Ltd. (hereafter the "Company", “we”, “us”, and “our”) is a leading global provider of high-performance hygiene, infection prevention and cleaning solutions. We develop mission-critical products, services and technologies that save lives and protect our environment. We were formed as an exempted company incorporated under the laws of the Cayman Islands with limited liability on November 3, 2020 for the purpose of completing an initial public offering of our ordinary shares and related transactions and in order to carry on the business of our indirect wholly-owned operating subsidiaries. Take-Private Merger Agreement On March 8, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Parent”), acting by its General Partner, Olympus Water Holdings Limited, a Cayman Islands exempted company incorporated with limited liability, and Diamond Merger Limited, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into us (the “Merger”), with us continuing as the surviving company as a wholly owned subsidiary of Parent. If the Merger is completed, our ordinary shares will be removed from listing on The Nasdaq Stock Market LLC (“Nasdaq”) and deregistered under the Exchange Act and we will no longer file periodic reports with the SEC. Parent and Merger Sub are affiliates of Platinum Equity, LLC ("Platinum") and affiliates of Solenis LLC, which is a portfolio company of Platinum. Pursuant to the Merger, each ordinary share issued and outstanding immediately prior to the effective time of the Merger (other than (i) ordinary shares held by the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub, (ii) ordinary shares to which the holder has validly exercised and perfected and not effectively withdrawn or lost their rights to dissent under the applicable provisions of the Companies Act (2023 Revision) of the Cayman Islands, and (iii) ordinary shares held by BCPE Diamond Investor, LP ("BCPE"), our controlling shareholder and an entity advised by Bain Capital Private Equity, LP) will be cancelled and exchanged at the effective time of the Merger into the right to receive merger consideration of $8.40 in cash without interest and subject to any applicable withholding taxes. Ordinary shares held by BCPE, other than the Rollover Shares (as defined below), will be cancelled and exchanged at the effective time of the Merger into the right to receive merger consideration of $7.84 in cash without interest and subject to any applicable withholding taxes. On March 8, 2023, concurrently with the execution of the Merger Agreement, BCPE separately entered into the Rollover Contribution Agreement with Olympus Water Holdings I, L.P., a Cayman Islands exempted limited partnership (“Topco”), an affiliate of Platinum and, following the consummation of the Merger, our indirect parent, pursuant to which BCPE has agreed to contribute, transfer and assign all of its right, title and interest in certain of its ordinary shares (the “Rollover Shares”) to Topco (and in certain circumstances, a subsidiary of Topco) (such Rollover Shares being valued at $7.84 per ordinary share), and Topco has agreed to concurrently accept (or if applicable, cause its subsidiary to accept) such Rollover Shares in exchange for the issuance to BCPE of certain common and preferred units of Topco, or in certain circumstances, common units of Topco and preferred interests of a subsidiary of Topco. The respective obligations of each party to effect the Merger is subject to the satisfaction (or waiver, where permissible pursuant to applicable law) of certain conditions, including receipt of the affirmative vote of holders of ordinary shares representing the affirmative vote of at least two-thirds of the votes cast by the holders of ordinary shares present and voting in person or by proxy at the extraordinary general meeting (the “Requisite Shareholder Approval”), the expiration of waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain other specified regulatory approvals and other customary closing conditions. Subject to the satisfaction (or, if applicable, waiver) of such conditions, the Merger is expected to close in the second half of 2023. We have agreed to pay Parent $92,000,000 in cash upon the termination of the Merger Agreement under certain circumstances. Parent has agreed to pay us $125,000,000 in cash upon the termination of the Merger Agreement under certain other circumstances. Tax Receivable Agreement and TRA Termination Agreement We previously entered into a tax receivable agreement (the “TRA”) with the previous owners of the Company and certain other members of management (the “TRA Recipients”). The TRA requires us to make payments to the TRA Recipients for 85% of the tax benefits realized by us when utilizing certain U.S. and Dutch income tax attributes generated, or owned by, or attributable to, us on or prior to the date of our initial public offering, and any tax deductions available to us that relate to the transaction expenses incurred by us as a result of the consummation of the initial public offering. We expect to utilize a significant portion of these income tax attributes based on current projections of taxable income, and therefore, expect 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, we will retain the benefit of the remaining 15% of the applicable tax savings. Our liability under the TRA on an undiscounted basis was $200.4 million and $204.5 million as of March 31, 2023 and December 31, 2022, respectively, of which $1.4 million and $1.6 million is presented within Other current liabilities, and $199.0 million and $202.9 million is presented within Other non-current liabilities on the Condensed Consolidated Balance Sheet, as of March 31, 2023 and December 31, 2022, respectively. Concurrently with the execution of the Merger Agreement, we, Diversey Holdings I (UK) Limited, a private limited company organized in England and Wales, and BCPE Diamond Cayman Holding Limited, a Cayman Islands exempted corporation, entered into the Tax Receivable Termination Agreement (the "TRA Termination Agreement"), pursuant to which, among other things, the parties agreed to terminate the TRA, with such termination effective upon the consummation of the Merger. From and after the effective date of the TRA Termination Agreement, no payments will be made to any person in respect of, or pursuant to, the TRA. 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 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 9,000 employees as of March 31, 2023. Basis of Presentation Our Condensed Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. These Condensed 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 US Dollar denominated millions, except per share amounts and unless otherwise noted, and are approximate due to rounding. The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim financial statements should be read in conjunction with the annual audited financial statements of the Company and notes thereto for the year ended December 31, 2022 included in our Annual Report on Form 10-K. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the Condensed 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 Condensed Consolidated Financial Statements in the period management determines any revisions to be necessary. Actual results could differ materially from these estimates. 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 September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The new guidance is expected to improve the transparency of supplier finance programs by requiring that a buyer in a supplier finance program disclose sufficient qualitative and quantitative information about the program to allow a user of its financial statements to understand the program's nature, activity during the period, changes from period to period and potential magnitude. ASU No. 2022-04 is effective for us as of January 1, 2023 on a retrospective basis including interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which is effective for us as of January 1, 2024. Early adoption is permitted. We adopted ASU No. 2022-04 effective January 1, 2023, as we implemented a supplier finance program in 2023. However, the activity during the three months ended March 31, 2023 is not significant, and the adoption of ASU 2022-04 did not have a significant impact on our Condensed Consolidated Financial Statements for the first quarter of 2023. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Description of Revenue Generating Activities We provide high-performance cleaning, infection prevention 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, we offer 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. 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. Our 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 depending 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 corresponding period of adjustment. Charges for rebates and other allowances were 28.6% and 24.9% of gross sales for the three months ended March 31, 2023 and March 31, 2022, respectively. Disaggregated Revenue Revenues from contracts with customers summarized by region were as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Europe $ 319.2 $ 291.6 North America 153.2 169.3 Asia Pacific 83.6 83.8 Middle East and Africa 76.4 61.5 Latin America 57.7 48.8 Revenue from contracts with customers 690.1 655.0 Other revenue (Leasing: Sales-type and Operating) 5.9 5.0 Total revenue $ 696.0 $ 660.0 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 part of a negotiated renewal of a long-term relationship, these costs are considered costs to obtain a contract and 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 our Condensed Consolidated Balance Sheets. Refer to Note 5 - Financial Statement Details for further information. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONSWe make business acquisitions that align with its strategic business objectives. The assets and liabilities of acquired businesses are recorded in the Condensed 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 2023 and 2022 were not significant to our condensed consolidated financial statements; therefore, pro forma financial information is not presented. Costs incurred related to acquisitions are included as part of Transaction and integration costs in the Condensed Consolidated Statements of Operations. 2023 Activity On February 21, 2023, we acquired NSS Enterprise, Inc., a manufacturer of floor cleaning machines based in the United States for our Institutional business segment . Certain valuation estimates and net asset adjustments are not yet finalized and are subject to change, but are expected to be finalized in the second quarter of 2023. 2022 Activity On January 24, 2022, we acquired Shorrock Trichem Ltd, a distributor of cleaning and hygiene solutions and services in the United Kingdom for our Institutional business segment. Certain valuation estimates and net asset adjustments were not finalized until the second quarter of 2022. The following table summarizes the fair values of the net assets acquired in the acquisitions referred to above: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Cash and cash equivalents $ 0.3 $ 10.7 Trade receivables 2.9 7.1 Inventories 2.4 3.9 Prepaid expenses and other current assets — 1.8 Property, plant and equipment 8.3 6.3 Intangible assets — 19.7 Other non-current assets 1.0 — Accounts payable (2.7) (4.1) Other current liabilities (0.4) (5.0) Other non-current liabilities (1.6) (0.1) Deferred taxes — (5.6) Net assets acquired before goodwill on acquisition 10.2 34.7 Goodwill on acquisition 1.8 17.4 Net cash paid for acquisitions $ 12.0 $ 52.1 |
FINANCIAL STATEMENT DETAILS
FINANCIAL STATEMENT DETAILS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL STATEMENT DETAILS | FINANCIAL STATEMENT DETAILS Inventories Our net inventory balances were: (in millions) March 31, 2023 December 31, 2022 Raw materials $ 83.0 $ 71.1 Work in process 4.0 3.9 Finished goods 318.5 279.6 $ 405.5 $ 354.6 Securitization of trade receivables We sell certain North American and European customer receivables to PNC Bank ("PNC") without recourse on a revolving basis. This arrangement provides for maximum funding of up to $150.0 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 $123.6 million as of March 31, 2023 that are pledged as collateral under this agreement. Fees associated with the arrangement were $2.0 million and $0.5 million for the three months ended March 31, 2023 and March 31, 2022, respectively. We transferred and derecognized $316.2 million of receivables and collected $323.4 million in connection with our arrangement with PNC during the three months ended March 31, 2023. We transferred and derecognized $272.8 million of receivables and collected $253.3 million in connection with our arrangement with PNC during the three months ended March 31, 2022. 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. The following represents the activity in our allowance for credit losses for trade and lease receivables: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Balance, beginning of period $ 35.9 $ 44.2 Provision for bad debts 1.7 1.9 Recovery of lease receivables associated with exit activities (0.4) — Write-offs (0.6) (3.6) Balance, end of period $ 36.6 $ 42.5 Prepaid expenses and other current assets The components of prepaid expenses and other current assets were as follows: (in millions) March 31, 2023 December 31, 2022 Derivatives $ 53.3 $ 54.2 Prepaid expenses 39.1 31.8 Income tax receivable 20.6 23.1 Other current assets 1.6 1.5 $ 114.6 $ 110.6 Other non-current assets The components of other non-current assets were as follows: (in millions) March 31, 2023 December 31, 2022 Dosing and dispensing equipment $ 152.9 $ 149.8 Operating lease right-of-use assets, net 79.4 82.3 Deferred taxes 36.2 35.9 Tax indemnification asset 13.2 13.2 Lease receivables 11.5 12.8 Derivatives 11.5 19.7 Finance lease right-of-use assets, net 10.9 11.4 Customer prebates 8.8 9.5 Other non-current assets 14.9 13.8 $ 339.3 $ 348.4 Depreciation expense for our dosing and dispensing equipment was $16.0 million and $17.3 million for the three months ended March 31, 2023 and March 31, 2022, respectively. Other Current and Non-current Liabilities The components of other current liabilities were as follows: (in millions) March 31, 2023 December 31, 2022 Accrued customer volume rebates $ 147.3 $ 156.4 Accrued salaries, wages and related costs 88.5 75.0 Value added, general and sales tax payable 35.2 26.8 Accrued interest payable 31.2 25.2 Derivatives 21.2 18.1 Operating lease liability 13.1 15.4 Income taxes payable 9.0 7.6 Accrued share-based compensation 6.9 1.5 Tax receivable agreement 1.4 1.6 Other accrued liabilities 61.8 71.6 $ 415.6 $ 399.2 The components of other non-current liabilities were as follows: (in millions) March 31, 2023 December 31, 2022 Tax receivable agreement $ 199.0 $ 202.9 Operating lease liability 82.6 84.2 Defined benefit pension plan liability 75.1 72.3 Derivatives 74.5 63.8 Uncertain tax positions 17.8 17.7 Asset retirement obligations 6.3 6.2 Other post-employment benefit plan liability 1.7 1.7 Accrued share-based compensation 0.7 5.2 Other non-current liabilities 10.7 14.1 $ 468.4 $ 468.1 Other (Income) Expense, net The following table provides details of our Other (Income) Expense, net: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Interest income $ (1.7) $ (0.7) Unrealized foreign exchange gain (0.6) (1.1) Realized foreign exchange (gain) loss (0.1) 1.2 Non-cash pension and other post-employment benefit plan (0.8) (3.6) Adjustment for tax indemnification asset — (0.1) Tax receivable agreement adjustments (4.9) (6.4) Securitization fees 2.4 0.9 Gain on sale of property and equipment (3.7) — Other net (1.3) 0.9 $ (10.7) $ (8.9) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2023 | |
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) March 31, 2023 December 31, 2022 Land and improvements $ 40.0 $ 40.6 Buildings 63.3 55.6 Machinery and equipment 131.0 114.9 Other property and equipment 48.1 49.5 Construction-in-progress 84.0 96.6 Property and equipment, gross 366.4 357.2 Less: Accumulated depreciation (106.2) (103.1) Property and equipment, net $ 260.2 $ 254.1 |
GOODWILL AND IDENTIFIABLE INTAN
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 $ 330.5 $ 132.3 $ 462.8 Acquisitions 1.8 — 1.8 Foreign currency translation 2.4 1.0 3.4 Balance at March 31, 2023 $ 334.7 $ 133.3 $ 468.0 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 March 31, 2023: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 900.2 $ (230.2) $ — $ 670.0 Brand name 590.0 (164.0) — 426.0 Capitalized software 78.8 (67.0) — 11.8 Intellectual property 44.6 (12.0) — 32.6 Trademarks 25.1 (8.2) — 16.9 Non-compete agreements 8.3 (7.9) — 0.4 Favorable leases 4.1 (3.2) — 0.9 Total intangible assets with definite lives 1,651.1 (492.5) — 1,158.6 Trademarks and trade names with indefinite lives 826.4 — — 826.4 Total identifiable intangible assets $ 2,477.5 $ (492.5) $ — $ 1,985.0 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, 2022: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 890.1 $ (216.3) $ — $ 673.8 Brand name 583.9 (155.0) — 428.9 Capitalized software 90.3 (79.1) — 11.2 Intellectual property 44.6 (10.9) — 33.7 Trademarks 24.6 (7.6) — 17.0 Non-compete agreements 8.2 (7.7) — 0.5 Favorable leases 4.0 (3.2) — 0.8 Total intangible assets with definite lives 1,645.7 (479.8) — 1,165.9 Trademarks and trade names with indefinite lives 818.2 — — 818.2 Total identifiable intangible assets $ 2,463.9 $ (479.8) $ — $ 1,984.1 |
DEBT AND CREDIT FACILITIES
DEBT AND CREDIT FACILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT AND CREDIT FACILITIES | DEBT AND CREDIT FACILITIES The components of debt and credit facilities were as follows: (in millions) March 31, 2023 December 31, 2022 Senior Secured Credit Facilities 2021 U.S. Dollar Term Loan $ 1,481.2 $ 1,485.0 Revolving Credit Facility — — 2021 Senior Notes 500.0 500.0 Short-term borrowings 1.1 3.8 Finance lease obligations 10.4 11.6 Financing obligations 21.7 21.9 Unamortized deferred financing costs (28.8) (30.1) Unamortized original issue discount (6.7) (7.0) Total debt 1,978.9 1,985.2 Less: Current portion of long-term debt (12.0) (12.4) Short-term borrowings (1.1) (3.8) Long-term debt $ 1,965.8 $ 1,969.0 Senior Secured Credit Facilities On September 29, 2021, we entered into an amendment to our Senior Secured Credit Facilities, which provided for a new $1,500.0 million senior secured U.S. dollar denominated term loan (the “2021 U.S. Dollar Term Loan”) in addition to the existing $450.0 million revolving credit facility (the “Revolving Credit Facility", and together with the 2021 U.S. Dollar Term Loan, 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. 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 2.75%, or (ii) ABR (as defined in the New Senior Secured Credit Facilities) plus 1.75%. As of March 31, 2023, the interest rate for the 2021 U.S. Dollar Term Loan is 7.58%. As of March 31, 2023 , we had no borrowings outstanding under the Revolving Credit Facility and $5.5 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $444.5 million. As of December 31, 2022 , we had no borrowings outstanding under the Revolving Credit Facility and $5.4 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $444.6 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 March 31, 2023, we were in full compliance with the provisions contained within the covenants. 2021 Senior Notes On September 29, 2021, we 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. We used the net proceeds from the issuance of the 2021 Senior Notes, together with borrowings under the 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. We 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. We 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, we 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 our 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 our subsidiaries; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting our subsidiaries’ ability to pay dividends and (x) consolidate, merge or sell all or substantially all of our 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 our 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). The Merger, if consummated as contemplated in the Merger Agreement, is expected to constitute a "change of control" with respect the 2021 U.S. Dollar Term Loan and the 2021 Senior Notes. As such, it is expected that the 2021 U.S. Dollar Term Loan will be repaid and, with respect to the 2021 Senior Notes, we expect we will either make a Change of Control Offer (as defined in the indenture governing the 2021 Senior Notes (the "Indenture")) at a price equal to the Change of Control Payment (as defined in the Indenture) or redeem (which may include a satisfaction and discharge) the 2021 Senior Notes at the redemption price set forth in the Indenture, in each case, substantially concurrently with the closing of the Merger. Short-term Borrowings Our short-term borrowings comprise primarily of bank overdrafts within our notional cash pooling system. Sale-Leaseback Transactions During March 2020, we completed sale-leaseback transactions under which we sold two properties to an unrelated third-party for a total of $22.9 million. Concurrent with this sale, we 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 provide for us to evaluate each property individually upon certain events during the life of the lease, including individual renewal options. |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITIES | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND HEDGING ACTIVITIES | DERIVATIVES AND HEDGING ACTIVITIESAs 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 Condensed Consolidated Balance Sheets. (in millions) March 31, 2023 December 31, 2022 Derivatives designated as hedging instruments: Derivative assets Foreign currency forward contracts $ 0.9 $ 1.2 Interest rate caps 28.1 34.6 Cross currency swaps 17.9 18.9 Total derivative assets $ 46.9 $ 54.7 Derivative liabilities Foreign currency forward contracts $ — $ (0.1) Cross currency swaps (69.9) (55.8) Total derivative liabilities $ (69.9) $ (55.9) Derivatives not designated as hedging instruments: Derivative assets Foreign currency forward contracts $ 4.2 $ 2.3 Interest rate swaps 13.7 16.9 Total derivative assets $ 17.9 $ 19.2 Derivative liabilities Foreign currency forward contracts $ (7.8) $ (4.1) Interest rate swaps (18.0) (21.9) Total derivative liabilities $ (25.8) $ (26.0) Our derivatives consist of the following: (in millions) Hedged Item Notional Amount Original Maturity in Months U.S. dollar floating to Euro fixed interest rate swaps 2021 U.S. Dollar Term Loan $ 500.0 49 U.S. dollar interest rate caps 2021 U.S. Dollar Term Loan $ 650.0 36 U.S. dollar to Euro currency swaps 2021 Senior Notes $ 500.0 49 U.S. dollar currency forward contracts Working Capital $ 314.0 1-12 Floating to fixed interest rate swap (1) Not Applicable $ 315.0 60 Fixed to floating interest rate swap (1) Not Applicable $ 315.0 36 (1) 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 our floating-rate and U.S. dollar denominated debt. In 2022 we terminated several existing U.S. dollar floating to Euro fixed interest rate swaps and U.S. dollar to Euro currency swaps, receiving net proceeds of $45.3 million and $186.1 million during the three months ended March 31, 2022 and year ended December 31, 2022, respectively, and simultaneously entered into new at-market swaps with the same notional amounts and maturity dates as the terminated swaps. We elected to classify the cash flows from the settlements within financing activities on the Condensed Consolidated Statement of Cash Flows to be consistent with the cash flows presentation of the hedged debt instruments. As a result of these contract terminations, the net unrealized after-tax derivative gains included in Accumulated other comprehensive income ("AOCI") at the dates of termination are being amortized against Interest expense, and the net unrealized after-tax derivative losses included in AOCI at the dates of termination are being amortized as Other (income) expense, net, on the Condensed Consolidated Statement of Operations over the remaining lives of the derivative contracts. As of March 31, 2023, the unamortized gains in AOCI are $26.2 million and the unamortized losses in AOCI are $7.5 million. 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 (income) expense, net on our Condensed Consolidated Statements of Operations. Net unrealized after-tax gains related to these contracts that were included in other comprehensive income was $10.2 million and $38.9 million for the three months ended March 31, 2023 and March 31, 2022, 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 $33.2 million of net unrealized after-tax derivative gain included in AOCI will be reclassified into Interest expense and Other (income) expense, net, on the Condensed 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 at the date of de-designation is being amortized into Interest expense on the Condensed Consolidated Statement of Operations over the remaining life of the derivative contract, and the unamortized loss in AOCI is $4.3 million as of March 31, 2023. 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 (income) expense, net on our Condensed 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, which are included in Other (income) expense on our Condensed Consolidated Statements of Operations. These amounts reduce the interest rate impact and transactional impact of foreign exchange, which is primarily the revaluation of our U.S. dollar denominated debt held at a Euro functional entity, and the net impact is the Unrealized foreign exchange (gain) loss in Note 5 - Financial Statement Details . (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Foreign currency forward contracts $ 0.8 $ (1.1) Interest rate swaps — (0.2) Interest rate caps 0.1 (0.1) Cross currency swaps 14.0 (32.3) Total $ 14.9 $ (33.7) |
FAIR VALUE MEASUREMENTS AND OTH
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS Fair Value Measurements In determining the 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: March 31, 2023 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 5.4 $ 5.4 $ — $ — Cross currency swaps, net liability $ (52.0) $ — $ (52.0) $ — Interest rate caps, net asset $ 28.1 $ — $ 28.1 $ — Foreign currency forward contracts, net liability $ (2.7) $ — $ (2.7) $ — Interest rate swaps, net liability $ (4.3) $ — $ (4.3) $ — December 31, 2022 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 116.3 $ 116.3 $ — $ — Cross currency swaps, net liability $ (36.9) $ — $ (36.9) $ — Interest rate caps, net asset $ 34.6 $ — $ 34.6 $ — Foreign currency forward contracts, net liability $ (0.7) $ — $ (0.7) $ — Interest rate swaps, net liability $ (5.0) $ — $ (5.0) $ — 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. Derivative Financial Instruments Our derivatives are recorded at fair value on our Condensed Consolidated Balance Sheets, which incorporates observable market inputs. These market inputs include foreign currency spot and forward rates and LIBOR. 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. 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 Condensed 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 Condensed Consolidated Balance Sheets include our debt. We utilize a market approach to calculate the fair value of our 2021 Senior Notes. Due to the limited investor base and the face value of our 2021 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 2021 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: March 31, 2023 December 31, 2022 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2021 U.S. Dollar Term Loan (1) $ 1,451.5 $ 1,475.7 $ 1,453.9 $ 1,433.0 2021 Senior Notes (2) 494.2 488.3 494.0 398.5 Revolving Credit Facility — — — — $ 1,945.7 $ 1,964.0 $ 1,947.9 $ 1,831.5 (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. |
DEFINED BENEFIT PENSION PLANS A
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS The following table shows the components of our net period benefit expense (income); (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Line Item on Condensed Consolidated Statements of Operations Components of net periodic benefit expense (income): Service cost $ 1.2 $ 1.3 Selling, general and administrative expenses Interest cost 3.0 0.9 Other income Expected return on plan assets (3.8) (4.5) Other income Total benefit expense (income) $ 0.4 $ (2.3) Our net periodic benefit costs for our other post-employment benefit plans was not material for the three months ended March 31, 2023 and March 31, 2022. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We account for income taxes in interim periods in accordance with ASC 740, which generally requires income tax expense or benefit to be calculated using an estimated annual effective tax rate applied to the year-to-date ordinary income or loss. Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. For the three months ended March 31, 2023, we utilized the discrete effective tax rate method, as allowed by ASC 740-270-30-18, “Income Taxes—Interim Reporting,” to calculate our interim income tax provision. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. We believe that, at this time, the use of this discrete method represents the best estimate of our annual effective tax rate. Effective Income Tax Rate and Income Tax Provision For the three months ended March 31, 2023, the difference in the statutory income tax benefit and the recorded income tax provision was primarily attributable to an increase in the valuation allowance related to limitations on the deductibility of interest expense and the realizability of net operating losses. For the three months ended March 31, 2022, the difference in the statutory income tax benefit and the recorded income tax provision was primarily attributable to an increase in the valuation allowance related to limitations on the deductibility of interest expense, and income tax expense related to non-deductible shared-based compensation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
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 Condensed 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 any current matters should not have a material adverse effect on our 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 | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Bain Capital We may conduct business with Bain Capital, an affiliate of our controlling shareholder and our previous sponsor, for consulting or other services related to transactions. We paid Bain Capital $0.1 million and zero during the three months ended March 31, 2023 and March 31, 2022, respectively. There were no fees due to Bain Capital at March 31, 2023 or December 31, 2022. 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 of such transactions have historically been 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. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Compensation Expense Share-based compensation expense related to equity and liability awards is included in the following line items in the Condensed Consolidated Statements of Operations: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Cost of sales $ 1.4 $ (0.4) Selling, general and administrative expenses 9.6 15.5 Total $ 11.0 $ 15.1 Share-based compensation expense by type of award is as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Restricted shares (1) 5.4 11.4 Restricted share units 2.1 2.7 Performance share units 0.7 0.9 Share options 0.2 0.2 Cash-settled long-term incentive plan 0.3 0.5 Cash-settled restricted share units 2.3 (0.6) $ 11.0 $ 15.1 (1) During 2018, Constellation S.à r.l, a subsidiary of the Company, adopted a management equity incentive plan consisting of Class B through Class F shares ("MEIP Shares") granted to certain domestic and foreign employees. Upon closing of our initial public offering, the MEIP Shares were converted into vested ordinary shares and restricted ordinary shares. The restricted ordinary shares vest on the same terms and conditions as applied to the MEIP Shares to which they relate, and are not subject to performance conditions. Vesting of restricted ordinary shares is credited to Additional paid-in capital. There were no awards granted during the three months ended March 31, 2023. |
RESTRUCTURING AND EXIT ACTIVITI
RESTRUCTURING AND EXIT ACTIVITIES | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND EXIT ACTIVITIES | RESTRUCTURING AND EXIT ACTIVITIES In 2021, we began a strategic initiative to consolidate certain manufacturing and warehousing facilities within Europe and North America, which also includes opening a new manufacturing and warehousing facility in North America. We anticipate that 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 $153.0 million of total expenses related to this project, and have already charged $138.0 million over the life of the project, $18.4 million of which were charged during the three months ended March 31, 2023. Costs incurred in 2023 of $18.1 million of non-recurring other costs related to facilities consolidations are reflected in Cost of sales and $0.3 million are reflected in Restructuring and exit costs. Our remaining costs for this project are approximately $15.2 million at March 31, 2023. Cost estimates for this project have been impacted by an inflationary macro environment with constraints around materials, freight and labor. Extraordinary short-term measures were taken to minimize disruption to customers. These measures include lengthening warehouse leases, temporarily setting up additional warehouses, paying higher freight costs during warehouse transitions and paying carriers to guarantee delivery. 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. The following table details our restructuring and exit costs as reflected in the Condensed Consolidated Statements of Operations: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Recovery of lease receivables $ (0.4) $ (1.5) Facilities 1.5 8.3 Employee termination benefits (0.6) 1.8 Other — 1.2 Total $ 0.5 $ 9.8 The following table provides the details for the restructuring and exit cost liabilities: (in millions) Provision for Lease Receivables Facilities Employee Termination Benefits and Other Total Balance as of December 31, 2022 $ 13.4 $ — $ 28.0 $ 41.4 Accrual and accrual adjustments (0.4) 1.5 (0.6) 0.5 Cash payments during period — (0.4) (4.7) (5.1) Write-offs — (1.1) — (1.1) Balance as of March 31, 2023 $ 13.0 $ — $ 22.7 $ 35.7 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 Condensed Consolidated Balance Sheet at March 31, 2023. We anticipate paying the employee termination benefits of $22.7 million in the restructuring accrual within the next twelve months. Restructuring and exit costs by segment were as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Institutional $ 2.1 $ 9.6 Food & Beverage 0.9 0.4 Corporate (2.5) (0.2) Total $ 0.5 $ 9.8 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 $ 15.1 $ 65.5 $ (235.7) $ (155.1) Other comprehensive income before reclassifications (0.1) (0.3) 5.5 5.1 Amounts reclassified from AOCI to net income — (4.1) — (4.1) Net change (0.1) (4.4) 5.5 1.0 Balance March 31, 2023 $ 15.0 $ 61.1 $ (230.2) $ (154.1) (in millions) Unrecognized Pension Items Hedging Activities Cumulative Translation Adjustment Accumulated Other Balance December 31, 2021 $ (6.6) $ (2.7) $ (147.7) $ (157.0) Other comprehensive loss before reclassifications (0.5) 3.5 (3.9) (0.9) Amounts reclassified from AOCI to net income — 14.3 — 14.3 Net change (0.5) 17.8 (3.9) 13.4 Balance March 31, 2022 $ (7.1) $ 15.1 $ (151.6) $ (143.6) |
SEGMENTS
SEGMENTS | 3 Months Ended |
Mar. 31, 2023 | |
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 - The Company and Basis of Presentation , 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 our reportable segments is as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Institutional $ 477.1 $ 472.2 Food & Beverage 218.9 187.8 Total $ 696.0 $ 660.0 Adjusted EBITDA for each of our reportable segments is as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Institutional $ 37.6 $ 53.0 Food & Beverage 25.7 22.1 Total $ 63.3 $ 75.1 The following table shows a reconciliation of Adjusted EBITDA for our reportable segments to consolidated loss before income tax provision: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Adjusted EBITDA for reportable segments $ 63.3 $ 75.1 Corporate costs (10.7) (14.8) Interest expense (28.2) (30.3) Interest income 1.7 0.7 Amortization expense of intangible assets (21.9) (24.2) Depreciation expense included in cost of sales (19.9) (20.6) Depreciation expense included in selling, general and administrative expenses (1.6) (2.6) Transaction and integration costs (1) (8.0) (4.5) Restructuring and exit costs (2) (0.5) (9.8) Other costs related to facilities consolidations (3) (18.1) — Foreign currency gain related to hyperinflationary subsidiaries (4) 3.1 0.3 Adjustment for tax indemnification asset (5) — 0.1 Acquisition accounting adjustments (6) — (1.3) Non-cash pension and other post-employment benefit plan (7) 0.8 3.6 Unrealized foreign currency exchange gain (8) 0.6 1.1 Securitization fees (9) (2.4) (0.9) Share-based compensation (10) (11.0) (15.1) Tax receivable agreement adjustments (11) 4.9 6.4 Gain on sale of property and equipment (12) 3.7 — Other items (0.1) (0.4) Loss before income tax provision $ (44.3) $ (37.2) (1) These costs consist primarily of professional and consulting services which are non-operational in nature, costs related to strategic initiatives, acquisition-related costs, costs incurred in preparing to become a publicly traded company, and costs related to the Merger. (2) Includes costs related to restructuring programs and business exit activities. See Note 16 — Restructuring and Exit Activities in the Notes to our Condensed Consolidated Financial Statements for additional information. (3) Represents other costs related to consolidating certain manufacturing and warehousing facilities within Europe and North America, which are non-recurring and included in Cost of Sales in our Condensed Consolidated Statements of Operations. (4) Argentina and Turkey were deemed to have highly inflationary economies and the functional currencies for our Argentina and Turkey operations were changed from the Argentine peso and Turkish lira to the United States dollar and remeasurement charges/credits are recorded in our Condensed Consolidated Statements of Operations rather than as a component of Cumulative Translation Adjustment on our Condensed Consolidated Balance Sheets. (5) In connection with the original acquisition of the Diversey business in 2017, 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. (6) In connection with various acquisitions we recorded fair value increases to our inventory. These amounts represent the amortization of this increase. (7) 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. (8) 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. (9) Represents the fees to complete the sale of the receivables without recourse under our accounts receivable securitization agreements. (10) Represents compensation expense associated with our share-based equity and liability awards. (11) Represents the adjustment to our tax receivable agreement liability due to changes in valuation allowances that impact the realizability of the attributes of the tax receivable agreement. (12) Represents the gain on sale of property and equipment, primarily attributed to the sale of certain facilities. Geographic Regions Net sales (1) by geographic region are as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Europe $ 320.2 $ 292.6 North America (2) 155.5 171.2 Asia Pacific 86.2 85.9 Middle East & Africa 76.4 61.5 Latin America 57.7 48.8 Total $ 696.0 $ 660.0 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for three months ended March 31, 2023 or 2022. (2) Net sales to external customers within the U.S. were $124.1 million and $125.7 million for the three months ended March 31, 2023 and 2022, respectively. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended: (in millions, except per share amounts) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Basic Diluted Basic Diluted Net loss attributable to common shareholders $ (53.6) $ (53.6) $ (39.1) $ (39.1) Weighted average shares outstanding 323.2 323.2 319.6 319.6 Dilutive securities (1) — — — — Denominator for earnings per share - weighted average shares 323.2 323.2 319.6 319.6 Loss per share $ (0.17) $ (0.17) $ (0.12) $ (0.12) (1) For the three months ended March 31, 2023 and 2022, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our Condensed Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. These Condensed Consolidated Financial Statements reflect our financial position, results of operations, cash flows |
Reclassifications | . |
Use of Estimates | Use of Estimates The preparation of the Condensed 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 Condensed Consolidated Financial Statements in the period management determines any revisions to be necessary. Actual results could differ materially from these estimates. |
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 September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The new guidance is expected to improve the transparency of supplier finance programs by requiring that a buyer in a supplier finance program disclose sufficient qualitative and quantitative information about the program to allow a user of its financial statements to understand the program's nature, activity during the period, changes from period to period and potential magnitude. ASU No. 2022-04 is effective for us as of January 1, 2023 on a retrospective basis including interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which is effective for us as of January 1, 2024. Early adoption is permitted. We adopted ASU No. 2022-04 effective January 1, 2023, as we implemented a supplier finance program in 2023. However, the activity during the three months ended March 31, 2023 is not significant, and the adoption of ASU 2022-04 did not have a significant impact on our Condensed Consolidated Financial Statements for the first quarter of 2023. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Europe $ 319.2 $ 291.6 North America 153.2 169.3 Asia Pacific 83.6 83.8 Middle East and Africa 76.4 61.5 Latin America 57.7 48.8 Revenue from contracts with customers 690.1 655.0 Other revenue (Leasing: Sales-type and Operating) 5.9 5.0 Total revenue $ 696.0 $ 660.0 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Fair values of the net assets acquired | The following table summarizes the fair values of the net assets acquired in the acquisitions referred to above: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Cash and cash equivalents $ 0.3 $ 10.7 Trade receivables 2.9 7.1 Inventories 2.4 3.9 Prepaid expenses and other current assets — 1.8 Property, plant and equipment 8.3 6.3 Intangible assets — 19.7 Other non-current assets 1.0 — Accounts payable (2.7) (4.1) Other current liabilities (0.4) (5.0) Other non-current liabilities (1.6) (0.1) Deferred taxes — (5.6) Net assets acquired before goodwill on acquisition 10.2 34.7 Goodwill on acquisition 1.8 17.4 Net cash paid for acquisitions $ 12.0 $ 52.1 |
FINANCIAL STATEMENT DETAILS (Ta
FINANCIAL STATEMENT DETAILS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net inventory balances | Our net inventory balances were: (in millions) March 31, 2023 December 31, 2022 Raw materials $ 83.0 $ 71.1 Work in process 4.0 3.9 Finished goods 318.5 279.6 $ 405.5 $ 354.6 |
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) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Balance, beginning of period $ 35.9 $ 44.2 Provision for bad debts 1.7 1.9 Recovery of lease receivables associated with exit activities (0.4) — Write-offs (0.6) (3.6) Balance, end of period $ 36.6 $ 42.5 |
Components of prepaid expenses and other current assets | The components of prepaid expenses and other current assets were as follows: (in millions) March 31, 2023 December 31, 2022 Derivatives $ 53.3 $ 54.2 Prepaid expenses 39.1 31.8 Income tax receivable 20.6 23.1 Other current assets 1.6 1.5 $ 114.6 $ 110.6 |
Components of other non-current assets | The components of other non-current assets were as follows: (in millions) March 31, 2023 December 31, 2022 Dosing and dispensing equipment $ 152.9 $ 149.8 Operating lease right-of-use assets, net 79.4 82.3 Deferred taxes 36.2 35.9 Tax indemnification asset 13.2 13.2 Lease receivables 11.5 12.8 Derivatives 11.5 19.7 Finance lease right-of-use assets, net 10.9 11.4 Customer prebates 8.8 9.5 Other non-current assets 14.9 13.8 $ 339.3 $ 348.4 |
Components of other current liabilities | The components of other current liabilities were as follows: (in millions) March 31, 2023 December 31, 2022 Accrued customer volume rebates $ 147.3 $ 156.4 Accrued salaries, wages and related costs 88.5 75.0 Value added, general and sales tax payable 35.2 26.8 Accrued interest payable 31.2 25.2 Derivatives 21.2 18.1 Operating lease liability 13.1 15.4 Income taxes payable 9.0 7.6 Accrued share-based compensation 6.9 1.5 Tax receivable agreement 1.4 1.6 Other accrued liabilities 61.8 71.6 $ 415.6 $ 399.2 |
Components of other non-current liabilities | The components of other non-current liabilities were as follows: (in millions) March 31, 2023 December 31, 2022 Tax receivable agreement $ 199.0 $ 202.9 Operating lease liability 82.6 84.2 Defined benefit pension plan liability 75.1 72.3 Derivatives 74.5 63.8 Uncertain tax positions 17.8 17.7 Asset retirement obligations 6.3 6.2 Other post-employment benefit plan liability 1.7 1.7 Accrued share-based compensation 0.7 5.2 Other non-current liabilities 10.7 14.1 $ 468.4 $ 468.1 |
Detail of Other (Income) Expense, net | The following table provides details of our Other (Income) Expense, net: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Interest income $ (1.7) $ (0.7) Unrealized foreign exchange gain (0.6) (1.1) Realized foreign exchange (gain) loss (0.1) 1.2 Non-cash pension and other post-employment benefit plan (0.8) (3.6) Adjustment for tax indemnification asset — (0.1) Tax receivable agreement adjustments (4.9) (6.4) Securitization fees 2.4 0.9 Gain on sale of property and equipment (3.7) — Other net (1.3) 0.9 $ (10.7) $ (8.9) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment and accumulated depreciation balances | Our property and equipment and accumulated depreciation balances were as follows: (in millions) March 31, 2023 December 31, 2022 Land and improvements $ 40.0 $ 40.6 Buildings 63.3 55.6 Machinery and equipment 131.0 114.9 Other property and equipment 48.1 49.5 Construction-in-progress 84.0 96.6 Property and equipment, gross 366.4 357.2 Less: Accumulated depreciation (106.2) (103.1) Property and equipment, net $ 260.2 $ 254.1 |
GOODWILL AND IDENTIFIABLE INT_2
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 $ 330.5 $ 132.3 $ 462.8 Acquisitions 1.8 — 1.8 Foreign currency translation 2.4 1.0 3.4 Balance at March 31, 2023 $ 334.7 $ 133.3 $ 468.0 |
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 March 31, 2023: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 900.2 $ (230.2) $ — $ 670.0 Brand name 590.0 (164.0) — 426.0 Capitalized software 78.8 (67.0) — 11.8 Intellectual property 44.6 (12.0) — 32.6 Trademarks 25.1 (8.2) — 16.9 Non-compete agreements 8.3 (7.9) — 0.4 Favorable leases 4.1 (3.2) — 0.9 Total intangible assets with definite lives 1,651.1 (492.5) — 1,158.6 Trademarks and trade names with indefinite lives 826.4 — — 826.4 Total identifiable intangible assets $ 2,477.5 $ (492.5) $ — $ 1,985.0 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, 2022: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 890.1 $ (216.3) $ — $ 673.8 Brand name 583.9 (155.0) — 428.9 Capitalized software 90.3 (79.1) — 11.2 Intellectual property 44.6 (10.9) — 33.7 Trademarks 24.6 (7.6) — 17.0 Non-compete agreements 8.2 (7.7) — 0.5 Favorable leases 4.0 (3.2) — 0.8 Total intangible assets with definite lives 1,645.7 (479.8) — 1,165.9 Trademarks and trade names with indefinite lives 818.2 — — 818.2 Total identifiable intangible assets $ 2,463.9 $ (479.8) $ — $ 1,984.1 |
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 March 31, 2023: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 900.2 $ (230.2) $ — $ 670.0 Brand name 590.0 (164.0) — 426.0 Capitalized software 78.8 (67.0) — 11.8 Intellectual property 44.6 (12.0) — 32.6 Trademarks 25.1 (8.2) — 16.9 Non-compete agreements 8.3 (7.9) — 0.4 Favorable leases 4.1 (3.2) — 0.9 Total intangible assets with definite lives 1,651.1 (492.5) — 1,158.6 Trademarks and trade names with indefinite lives 826.4 — — 826.4 Total identifiable intangible assets $ 2,477.5 $ (492.5) $ — $ 1,985.0 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, 2022: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 890.1 $ (216.3) $ — $ 673.8 Brand name 583.9 (155.0) — 428.9 Capitalized software 90.3 (79.1) — 11.2 Intellectual property 44.6 (10.9) — 33.7 Trademarks 24.6 (7.6) — 17.0 Non-compete agreements 8.2 (7.7) — 0.5 Favorable leases 4.0 (3.2) — 0.8 Total intangible assets with definite lives 1,645.7 (479.8) — 1,165.9 Trademarks and trade names with indefinite lives 818.2 — — 818.2 Total identifiable intangible assets $ 2,463.9 $ (479.8) $ — $ 1,984.1 |
DEBT AND CREDIT FACILITIES (Tab
DEBT AND CREDIT FACILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Components of debt and credit facilities | The components of debt and credit facilities were as follows: (in millions) March 31, 2023 December 31, 2022 Senior Secured Credit Facilities 2021 U.S. Dollar Term Loan $ 1,481.2 $ 1,485.0 Revolving Credit Facility — — 2021 Senior Notes 500.0 500.0 Short-term borrowings 1.1 3.8 Finance lease obligations 10.4 11.6 Financing obligations 21.7 21.9 Unamortized deferred financing costs (28.8) (30.1) Unamortized original issue discount (6.7) (7.0) Total debt 1,978.9 1,985.2 Less: Current portion of long-term debt (12.0) (12.4) Short-term borrowings (1.1) (3.8) Long-term debt $ 1,965.8 $ 1,969.0 |
Debt redemption prices | 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% |
DERIVATIVES AND HEDGING ACTIV_2
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Condensed Consolidated Balance Sheets. (in millions) March 31, 2023 December 31, 2022 Derivatives designated as hedging instruments: Derivative assets Foreign currency forward contracts $ 0.9 $ 1.2 Interest rate caps 28.1 34.6 Cross currency swaps 17.9 18.9 Total derivative assets $ 46.9 $ 54.7 Derivative liabilities Foreign currency forward contracts $ — $ (0.1) Cross currency swaps (69.9) (55.8) Total derivative liabilities $ (69.9) $ (55.9) Derivatives not designated as hedging instruments: Derivative assets Foreign currency forward contracts $ 4.2 $ 2.3 Interest rate swaps 13.7 16.9 Total derivative assets $ 17.9 $ 19.2 Derivative liabilities Foreign currency forward contracts $ (7.8) $ (4.1) Interest rate swaps (18.0) (21.9) Total derivative liabilities $ (25.8) $ (26.0) |
Components of derivatives | Our derivatives consist of the following: (in millions) Hedged Item Notional Amount Original Maturity in Months U.S. dollar floating to Euro fixed interest rate swaps 2021 U.S. Dollar Term Loan $ 500.0 49 U.S. dollar interest rate caps 2021 U.S. Dollar Term Loan $ 650.0 36 U.S. dollar to Euro currency swaps 2021 Senior Notes $ 500.0 49 U.S. dollar currency forward contracts Working Capital $ 314.0 1-12 Floating to fixed interest rate swap (1) Not Applicable $ 315.0 60 Fixed to floating interest rate swap (1) Not Applicable $ 315.0 36 (1) 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 | (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Foreign currency forward contracts $ 0.8 $ (1.1) Interest rate swaps — (0.2) Interest rate caps 0.1 (0.1) Cross currency swaps 14.0 (32.3) Total $ 14.9 $ (33.7) |
FAIR VALUE MEASUREMENTS AND O_2
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 5.4 $ 5.4 $ — $ — Cross currency swaps, net liability $ (52.0) $ — $ (52.0) $ — Interest rate caps, net asset $ 28.1 $ — $ 28.1 $ — Foreign currency forward contracts, net liability $ (2.7) $ — $ (2.7) $ — Interest rate swaps, net liability $ (4.3) $ — $ (4.3) $ — December 31, 2022 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 116.3 $ 116.3 $ — $ — Cross currency swaps, net liability $ (36.9) $ — $ (36.9) $ — Interest rate caps, net asset $ 34.6 $ — $ 34.6 $ — Foreign currency forward contracts, net liability $ (0.7) $ — $ (0.7) $ — Interest rate swaps, net liability $ (5.0) $ — $ (5.0) $ — |
Carrying amounts and estimated fair values of debt | The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: March 31, 2023 December 31, 2022 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2021 U.S. Dollar Term Loan (1) $ 1,451.5 $ 1,475.7 $ 1,453.9 $ 1,433.0 2021 Senior Notes (2) 494.2 488.3 494.0 398.5 Revolving Credit Facility — — — — $ 1,945.7 $ 1,964.0 $ 1,947.9 $ 1,831.5 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. |
DEFINED BENEFIT PENSION PLANS_2
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Components of net periodic benefit cost | The following table shows the components of our net period benefit expense (income); (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Line Item on Condensed Consolidated Statements of Operations Components of net periodic benefit expense (income): Service cost $ 1.2 $ 1.3 Selling, general and administrative expenses Interest cost 3.0 0.9 Other income Expected return on plan assets (3.8) (4.5) Other income Total benefit expense (income) $ 0.4 $ (2.3) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation expense | Share-based compensation expense related to equity and liability awards is included in the following line items in the Condensed Consolidated Statements of Operations: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Cost of sales $ 1.4 $ (0.4) Selling, general and administrative expenses 9.6 15.5 Total $ 11.0 $ 15.1 Share-based compensation expense by type of award is as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Restricted shares (1) 5.4 11.4 Restricted share units 2.1 2.7 Performance share units 0.7 0.9 Share options 0.2 0.2 Cash-settled long-term incentive plan 0.3 0.5 Cash-settled restricted share units 2.3 (0.6) $ 11.0 $ 15.1 (1) During 2018, Constellation S.à r.l, a subsidiary of the Company, adopted a management equity incentive plan consisting of Class B through Class F shares ("MEIP Shares") granted to certain domestic and foreign employees. Upon closing of our initial public offering, the MEIP Shares were converted into vested ordinary shares and restricted ordinary shares. The restricted ordinary shares vest on the same terms and conditions as applied to the MEIP Shares to which they relate, and are not subject to performance conditions. Vesting of restricted ordinary shares is credited to Additional paid-in capital. |
RESTRUCTURING AND EXIT ACTIVI_2
RESTRUCTURING AND EXIT ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Details for restructuring activities | The following table details our restructuring and exit costs as reflected in the Condensed Consolidated Statements of Operations: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Recovery of lease receivables $ (0.4) $ (1.5) Facilities 1.5 8.3 Employee termination benefits (0.6) 1.8 Other — 1.2 Total $ 0.5 $ 9.8 Restructuring and exit costs by segment were as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Institutional $ 2.1 $ 9.6 Food & Beverage 0.9 0.4 Corporate (2.5) (0.2) Total $ 0.5 $ 9.8 |
Details for restructuring accrual | The following table provides the details for the restructuring and exit cost liabilities: (in millions) Provision for Lease Receivables Facilities Employee Termination Benefits and Other Total Balance as of December 31, 2022 $ 13.4 $ — $ 28.0 $ 41.4 Accrual and accrual adjustments (0.4) 1.5 (0.6) 0.5 Cash payments during period — (0.4) (4.7) (5.1) Write-offs — (1.1) — (1.1) Balance as of March 31, 2023 $ 13.0 $ — $ 22.7 $ 35.7 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 $ 15.1 $ 65.5 $ (235.7) $ (155.1) Other comprehensive income before reclassifications (0.1) (0.3) 5.5 5.1 Amounts reclassified from AOCI to net income — (4.1) — (4.1) Net change (0.1) (4.4) 5.5 1.0 Balance March 31, 2023 $ 15.0 $ 61.1 $ (230.2) $ (154.1) (in millions) Unrecognized Pension Items Hedging Activities Cumulative Translation Adjustment Accumulated Other Balance December 31, 2021 $ (6.6) $ (2.7) $ (147.7) $ (157.0) Other comprehensive loss before reclassifications (0.5) 3.5 (3.9) (0.9) Amounts reclassified from AOCI to net income — 14.3 — 14.3 Net change (0.5) 17.8 (3.9) 13.4 Balance March 31, 2022 $ (7.1) $ 15.1 $ (151.6) $ (143.6) |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Net sales and Adjusted EBITDA for each of the reportable segments | Net sales for each of our reportable segments is as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Institutional $ 477.1 $ 472.2 Food & Beverage 218.9 187.8 Total $ 696.0 $ 660.0 Adjusted EBITDA for each of our reportable segments is as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Institutional $ 37.6 $ 53.0 Food & Beverage 25.7 22.1 Total $ 63.3 $ 75.1 |
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 our reportable segments to consolidated loss before income tax provision: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Adjusted EBITDA for reportable segments $ 63.3 $ 75.1 Corporate costs (10.7) (14.8) Interest expense (28.2) (30.3) Interest income 1.7 0.7 Amortization expense of intangible assets (21.9) (24.2) Depreciation expense included in cost of sales (19.9) (20.6) Depreciation expense included in selling, general and administrative expenses (1.6) (2.6) Transaction and integration costs (1) (8.0) (4.5) Restructuring and exit costs (2) (0.5) (9.8) Other costs related to facilities consolidations (3) (18.1) — Foreign currency gain related to hyperinflationary subsidiaries (4) 3.1 0.3 Adjustment for tax indemnification asset (5) — 0.1 Acquisition accounting adjustments (6) — (1.3) Non-cash pension and other post-employment benefit plan (7) 0.8 3.6 Unrealized foreign currency exchange gain (8) 0.6 1.1 Securitization fees (9) (2.4) (0.9) Share-based compensation (10) (11.0) (15.1) Tax receivable agreement adjustments (11) 4.9 6.4 Gain on sale of property and equipment (12) 3.7 — Other items (0.1) (0.4) Loss before income tax provision $ (44.3) $ (37.2) (1) These costs consist primarily of professional and consulting services which are non-operational in nature, costs related to strategic initiatives, acquisition-related costs, costs incurred in preparing to become a publicly traded company, and costs related to the Merger. (2) Includes costs related to restructuring programs and business exit activities. See Note 16 — Restructuring and Exit Activities in the Notes to our Condensed Consolidated Financial Statements for additional information. (3) Represents other costs related to consolidating certain manufacturing and warehousing facilities within Europe and North America, which are non-recurring and included in Cost of Sales in our Condensed Consolidated Statements of Operations. (4) Argentina and Turkey were deemed to have highly inflationary economies and the functional currencies for our Argentina and Turkey operations were changed from the Argentine peso and Turkish lira to the United States dollar and remeasurement charges/credits are recorded in our Condensed Consolidated Statements of Operations rather than as a component of Cumulative Translation Adjustment on our Condensed Consolidated Balance Sheets. (5) In connection with the original acquisition of the Diversey business in 2017, 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. (6) In connection with various acquisitions we recorded fair value increases to our inventory. These amounts represent the amortization of this increase. (7) 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. (8) 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. (9) Represents the fees to complete the sale of the receivables without recourse under our accounts receivable securitization agreements. (10) Represents compensation expense associated with our share-based equity and liability awards. (11) Represents the adjustment to our tax receivable agreement liability due to changes in valuation allowances that impact the realizability of the attributes of the tax receivable agreement. (12) Represents the gain on sale of property and equipment, primarily attributed to the sale of certain facilities. |
Net sales by geographic region | Net sales (1) by geographic region are as follows: (in millions) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Europe $ 320.2 $ 292.6 North America (2) 155.5 171.2 Asia Pacific 86.2 85.9 Middle East & Africa 76.4 61.5 Latin America 57.7 48.8 Total $ 696.0 $ 660.0 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for three months ended March 31, 2023 or 2022. (2) Net sales to external customers within the U.S. were $124.1 million and $125.7 million for the three months ended March 31, 2023 and 2022, respectively. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted earnings (loss) per share | The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended: (in millions, except per share amounts) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Basic Diluted Basic Diluted Net loss attributable to common shareholders $ (53.6) $ (53.6) $ (39.1) $ (39.1) Weighted average shares outstanding 323.2 323.2 319.6 319.6 Dilutive securities (1) — — — — Denominator for earnings per share - weighted average shares 323.2 323.2 319.6 319.6 Loss per share $ (0.17) $ (0.17) $ (0.12) $ (0.12) (1) For the three months ended March 31, 2023 and 2022, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
THE COMPANY AND BASIS OF PRES_2
THE COMPANY AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions | Mar. 08, 2023 USD ($) $ / shares | Mar. 31, 2023 USD ($) employee | Dec. 31, 2022 USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Tax receivable agreement liability | $ 200.4 | $ 204.5 | |
Tax receivable agreement | 1.4 | 1.6 | |
Tax receivable agreement | $ 199 | $ 202.9 | |
Number of employees | employee | 9,000 | ||
Merger Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Termination fee | $ 92 | ||
Merger Agreement | Olympus Water Holdings IV, L.P. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Consideration transferred per share, cash (in dollars per share) | $ / shares | $ 8.40 | ||
Termination fee | $ 125 | ||
Merger Agreement | Olympus Water Holdings IV, L.P. | Bain Capital | |||
Subsidiary, Sale of Stock [Line Items] | |||
Consideration transferred per share, cash (in dollars per share) | $ / shares | $ 7.84 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 690.1 | $ 655 |
Other revenue (Leasing: Sales-type and Operating) | 5.9 | 5 |
Total revenue | $ 696 | $ 660 |
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 | 28.60% | 24.90% |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 319.2 | $ 291.6 |
Total revenue | 320.2 | 292.6 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 153.2 | 169.3 |
Total revenue | 155.5 | 171.2 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 83.6 | 83.8 |
Total revenue | 86.2 | 85.9 |
Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 76.4 | 61.5 |
Total revenue | 76.4 | 61.5 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 57.7 | 48.8 |
Total revenue | $ 57.7 | $ 48.8 |
ACQUISITIONS - Fair values of n
ACQUISITIONS - Fair values of net assets acquired (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill on acquisition | $ 468 | $ 462.8 | |
Businesses acquired during the year | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 0.3 | $ 10.7 | |
Trade receivables | 2.9 | 7.1 | |
Inventories | 2.4 | 3.9 | |
Prepaid expenses and other current assets | 0 | 1.8 | |
Property, plant and equipment | 8.3 | 6.3 | |
Intangible assets | 0 | 19.7 | |
Other non-current assets | 1 | 0 | |
Accounts payable | (2.7) | (4.1) | |
Other current liabilities | (0.4) | (5) | |
Other non-current liabilities | (1.6) | (0.1) | |
Deferred taxes | 0 | (5.6) | |
Net assets acquired before goodwill on acquisition | 10.2 | 34.7 | |
Goodwill on acquisition | 1.8 | 17.4 | |
Net cash paid for acquisitions | $ 12 | $ 52.1 |
FINANCIAL STATEMENT DETAILS - I
FINANCIAL STATEMENT DETAILS - Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 83 | $ 71.1 |
Work in process | 4 | 3.9 |
Finished goods | 318.5 | 279.6 |
Inventories | $ 405.5 | $ 354.6 |
FINANCIAL STATEMENT DETAILS - S
FINANCIAL STATEMENT DETAILS - Securitization of trade receivables (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Maximum funding | $ 150 | |
Receivables pledged as collateral | 123.6 | |
Fees associated with the arrangement | 2 | $ 0.5 |
Proceeds from receivables transferred and derecognized | 316.2 | 272.8 |
Collection of securitized accounts receivable | $ 323.4 | $ 253.3 |
FINANCIAL STATEMENT DETAILS - A
FINANCIAL STATEMENT DETAILS - Allowance for credit losses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 35.9 | $ 44.2 |
Provision for bad debts | 1.7 | 1.9 |
Recovery of lease receivables associated with exit activities | (0.4) | 0 |
Write-offs | (0.6) | (3.6) |
Balance, end of period | $ 36.6 | $ 42.5 |
FINANCIAL STATEMENT DETAILS - P
FINANCIAL STATEMENT DETAILS - Prepaid expenses and other current assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Derivatives | $ 53.3 | $ 54.2 |
Prepaid expenses | 39.1 | 31.8 |
Income tax receivable | 20.6 | 23.1 |
Other current assets | 1.6 | 1.5 |
Prepaid expenses and other current assets | $ 114.6 | $ 110.6 |
FINANCIAL STATEMENT DETAILS - O
FINANCIAL STATEMENT DETAILS - Other non-current assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Dosing and dispensing equipment | $ 152.9 | $ 149.8 | |
Operating lease right-of-use assets, net | 79.4 | 82.3 | |
Deferred taxes | 36.2 | 35.9 | |
Tax indemnification asset | 13.2 | 13.2 | |
Lease receivables | 11.5 | 12.8 | |
Derivatives | 11.5 | 19.7 | |
Finance lease right-of-use assets, net | 10.9 | 11.4 | |
Customer prebates | 8.8 | 9.5 | |
Other non-current assets | 14.9 | 13.8 | |
Other non-current assets | 339.3 | $ 348.4 | |
Depreciation expense | $ 16 | $ 17.3 |
FINANCIAL STATEMENT DETAILS -_2
FINANCIAL STATEMENT DETAILS - Other current liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued customer volume rebates | $ 147.3 | $ 156.4 |
Accrued salaries, wages and related costs | 88.5 | 75 |
Value added, general and sales tax payable | 35.2 | 26.8 |
Accrued interest payable | 31.2 | 25.2 |
Derivatives | 21.2 | 18.1 |
Operating lease liability | 13.1 | 15.4 |
Income taxes payable | 9 | 7.6 |
Accrued share-based compensation | 6.9 | 1.5 |
Tax receivable agreement | 1.4 | 1.6 |
Other accrued liabilities | 61.8 | 71.6 |
Other current liabilities | $ 415.6 | $ 399.2 |
FINANCIAL STATEMENT DETAILS -_3
FINANCIAL STATEMENT DETAILS - Other non-current liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Tax receivable agreement | $ 199 | $ 202.9 |
Operating lease liability | 82.6 | 84.2 |
Defined benefit pension plan liability | 75.1 | 72.3 |
Derivatives | 74.5 | 63.8 |
Uncertain tax positions | 17.8 | 17.7 |
Asset retirement obligations | 6.3 | 6.2 |
Other post-employment benefit plan liability | 1.7 | 1.7 |
Accrued share-based compensation | 0.7 | 5.2 |
Other non-current liabilities | 10.7 | 14.1 |
Other non-current liabilities | $ 468.4 | $ 468.1 |
FINANCIAL STATEMENT DETAILS -_4
FINANCIAL STATEMENT DETAILS - Other income (expense), net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest income | $ (1.7) | $ (0.7) |
Unrealized foreign exchange gain | (0.6) | (1.1) |
Realized foreign exchange (gain) loss | (0.1) | 1.2 |
Non-cash pension and other post-employment benefit plan | (0.8) | (3.6) |
Adjustment for tax indemnification asset | 0 | (0.1) |
Tax receivable agreement adjustments | (4.9) | (6.4) |
Securitization fees | 2.4 | 0.9 |
Gain on sale of property and equipment | (3.7) | 0 |
Other net | (1.3) | 0.9 |
Other income (expense), net | $ (10.7) | $ (8.9) |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 366.4 | $ 357.2 | |
Less: Accumulated depreciation | (106.2) | (103.1) | |
Property and equipment, net | 260.2 | 254.1 | |
Depreciation expense | 5.5 | $ 5.8 | |
Land and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 40 | 40.6 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 63.3 | 55.6 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 131 | 114.9 | |
Other property and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 48.1 | 49.5 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 84 | $ 96.6 |
GOODWILL AND IDENTIFIABLE INT_3
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2022 | $ 462.8 |
Acquisitions | 1.8 |
Foreign currency translation | 3.4 |
Balance at March 31, 2023 | 468 |
Institutional | |
Goodwill [Roll Forward] | |
Balance at December 31, 2022 | 330.5 |
Acquisitions | 1.8 |
Foreign currency translation | 2.4 |
Balance at March 31, 2023 | 334.7 |
Food & Beverage | |
Goodwill [Roll Forward] | |
Balance at December 31, 2022 | 132.3 |
Acquisitions | 0 |
Foreign currency translation | 1 |
Balance at March 31, 2023 | $ 133.3 |
GOODWILL AND IDENTIFIABLE INT_4
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Intangible assets with definite lives | |||
Gross carrying value | $ 1,651.1 | $ 1,645.7 | |
Accumulated amortization | (492.5) | (479.8) | |
Net book value | 1,158.6 | 1,165.9 | |
Intangible assets with indefinite lives | |||
Total identifiable intangible assets, gross carrying value | 2,477.5 | 2,463.9 | |
Total identifiable intangible assets, net book value | 1,985 | 1,984.1 | |
Amortization of intangible assets | 21.9 | $ 24.2 | |
Trademarks and trade names | |||
Intangible assets with indefinite lives | |||
Gross carrying value/net book value | 826.4 | 818.2 | |
Customer relationships | |||
Intangible assets with definite lives | |||
Gross carrying value | 900.2 | 890.1 | |
Accumulated amortization | (230.2) | (216.3) | |
Net book value | 670 | 673.8 | |
Brand name | |||
Intangible assets with definite lives | |||
Gross carrying value | 590 | 583.9 | |
Accumulated amortization | (164) | (155) | |
Net book value | 426 | 428.9 | |
Capitalized software | |||
Intangible assets with definite lives | |||
Gross carrying value | 78.8 | 90.3 | |
Accumulated amortization | (67) | (79.1) | |
Net book value | 11.8 | 11.2 | |
Intellectual property | |||
Intangible assets with definite lives | |||
Gross carrying value | 44.6 | 44.6 | |
Accumulated amortization | (12) | (10.9) | |
Net book value | 32.6 | 33.7 | |
Trademarks | |||
Intangible assets with definite lives | |||
Gross carrying value | 25.1 | 24.6 | |
Accumulated amortization | (8.2) | (7.6) | |
Net book value | 16.9 | 17 | |
Non-compete agreements | |||
Intangible assets with definite lives | |||
Gross carrying value | 8.3 | 8.2 | |
Accumulated amortization | (7.9) | (7.7) | |
Net book value | 0.4 | 0.5 | |
Favorable leases | |||
Intangible assets with definite lives | |||
Gross carrying value | 4.1 | 4 | |
Accumulated amortization | (3.2) | (3.2) | |
Net book value | $ 0.9 | $ 0.8 |
DEBT AND CREDIT FACILITIES - Co
DEBT AND CREDIT FACILITIES - Components of debt and credit facilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Short-term borrowings | $ 1.1 | $ 3.8 |
Finance lease obligations | 10.4 | 11.6 |
Financing obligations | 21.7 | 21.9 |
Unamortized deferred financing costs | (28.8) | (30.1) |
Unamortized original issue discount | (6.7) | (7) |
Total debt | 1,978.9 | 1,985.2 |
Less: Current portion of long-term debt | (12) | (12.4) |
Short-term borrowings | (1.1) | (3.8) |
Long-term debt | 1,965.8 | 1,969 |
Secured Debt | 2021 U.S. Dollar Term Loan | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 1,481.2 | 1,485 |
Line of credit | Revolving Credit Facility | Revolving Credit Facility | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 0 | 0 |
2021 Senior Notes | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | $ 500 | $ 500 |
DEBT AND CREDIT FACILITIES - Se
DEBT AND CREDIT FACILITIES - Senior Secured Credit Facilities (Details) - USD ($) | Sep. 29, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Secured Debt | 2021 U.S. Dollar Term Loan | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 1,500,000,000 | ||
Total debt | $ 1,481,200,000 | $ 1,485,000,000 | |
Secured Debt | 2021 U.S. Dollar Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate at end of period | 7.58% | ||
Secured Debt | 2021 U.S. Dollar Term Loan | Interest Rate Scenario One | LIBOR | |||
Debt Instrument [Line Items] | |||
Floor interest rate | 0.50% | ||
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 | ||
Available borrowing capacity | $ 444,500,000 | 444,600,000 | |
Line of credit | Revolving Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 0 | |
Letters of credit outstanding | $ 5,500,000 | $ 5,400,000 |
DEBT AND CREDIT FACILITIES - 20
DEBT AND CREDIT FACILITIES - 2021 Senior Notes (Details) - Senior Notes € in Millions | Sep. 29, 2021 USD ($) | Sep. 29, 2021 EUR (€) |
2021 Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ | $ 500,000,000 | |
Interest rate | 4.625% | 4.625% |
Redemption price percentage | 100% | |
Debt redemption, percent of aggregate principal amount | 40% | |
2021 Senior Notes | Debt Instrument, Redemption, Period Four | ||
Debt Instrument [Line Items] | ||
Redemption price percentage | 104.625% | |
2017 Senior Notes | ||
Debt Instrument [Line Items] | ||
Amount redeemed | € | € 450 | |
Interest rate | 5.625% | 5.625% |
DEBT AND CREDIT FACILITIES - De
DEBT AND CREDIT FACILITIES - Debt redemption prices (Details) - 2021 Senior Notes - Senior Notes | Sep. 29, 2021 |
Debt Instrument, Redemption [Line Items] | |
Redemption price percentage | 100% |
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% |
DEBT AND CREDIT FACILITIES - Sa
DEBT AND CREDIT FACILITIES - Sale-Leaseback Transactions (Details) $ in Millions | 1 Months Ended |
Mar. 31, 2020 USD ($) property renewal | |
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 |
DERIVATIVES AND HEDGING ACTIV_3
DERIVATIVES AND HEDGING ACTIVITIES - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | $ 46.9 | $ 54.7 |
Total derivative liabilities | (69.9) | (55.9) |
Derivatives not designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 17.9 | 19.2 |
Total derivative liabilities | (25.8) | (26) |
Foreign currency forward contracts | Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 0.9 | 1.2 |
Total derivative liabilities | 0 | (0.1) |
Foreign currency forward contracts | Derivatives not designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 4.2 | 2.3 |
Total derivative liabilities | (7.8) | (4.1) |
Interest rate caps | Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 28.1 | 34.6 |
Cross currency swaps | Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 17.9 | 18.9 |
Total derivative liabilities | (69.9) | (55.8) |
Interest rate swaps | Derivatives not designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | 13.7 | 16.9 |
Total derivative liabilities | $ (18) | $ (21.9) |
DERIVATIVES AND HEDGING ACTIV_4
DERIVATIVES AND HEDGING ACTIVITIES - Components of Derivatives (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
U.S. dollar floating to Euro fixed interest rate swap | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 500 |
Original maturity in months | 49 months |
Interest Rate Cap | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 650 |
Original maturity in months | 36 months |
U.S. dollar to Euro currency swap | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 500 |
Original maturity in months | 49 months |
U.S. dollar currency forward contracts | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 314 |
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 |
Floating to fixed interest rate swap | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 315 |
Original maturity in months | 60 months |
Fixed to floating interest rate swap | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 315 |
Original maturity in months | 36 months |
DERIVATIVES AND HEDGING ACTIV_5
DERIVATIVES AND HEDGING ACTIVITIES - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Proceeds from derivatives | $ 0 | $ 45.3 | $ 186.1 |
Derivatives designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest rate derivative instruments not designated as hedging instruments gain to be reclassified over remaining life of contract | 26.2 | ||
Interest rate derivative instruments not designated as hedging instruments loss to be reclassified over remaining life of contract | 7.5 | ||
Net unrealized after-tax gain | 10.2 | $ 38.9 | |
Net unrealized after-tax derivative gain to be reclassified into earnings within the next twelve months | 33.2 | ||
Derivatives not designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Unrealized after-tax derivative loss included in AOCI being amortized to interest expense over remaining life of contract | $ 4.3 |
DERIVATIVES AND HEDGING ACTIV_6
DERIVATIVES AND HEDGING ACTIVITIES - Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total | $ 14.9 | $ (33.7) |
Foreign currency forward contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total | 0.8 | (1.1) |
Interest rate swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total | 0 | (0.2) |
Interest rate caps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total | 0.1 | (0.1) |
Cross currency swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total | $ 14 | $ (32.3) |
FAIR VALUE MEASUREMENTS AND O_3
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Assets and liabilities measured on a recurring basis (Details) - Fair Value, Recurring - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 5.4 | $ 116.3 |
Cross currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (52) | (36.9) |
Interest Rate Cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 28.1 | 34.6 |
Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (2.7) | (0.7) |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (4.3) | (5) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5.4 | 116.3 |
Level 1 | Cross currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Level 1 | Interest Rate Cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Level 1 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Cross currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (52) | (36.9) |
Level 2 | Interest Rate Cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 28.1 | 34.6 |
Level 2 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (2.7) | (0.7) |
Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (4.3) | (5) |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | Cross currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Level 3 | Interest Rate Cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Level 3 | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS AND O_4
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Debt fair values (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 1,945.7 | $ 1,947.9 |
Carrying Amount | 2021 U.S. Dollar Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,451.5 | 1,453.9 |
Carrying Amount | 2021 Senior Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 494.2 | 494 |
Carrying Amount | Revolving Credit Facility | Line of credit | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,964 | 1,831.5 |
Fair Value | 2021 U.S. Dollar Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,475.7 | 1,433 |
Fair Value | 2021 Senior Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 488.3 | 398.5 |
Fair Value | Revolving Credit Facility | Line of credit | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 0 |
DEFINED BENEFIT PENSION PLANS_3
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Components of net periodic benefit expense (income): | ||
Service cost | $ 1.2 | $ 1.3 |
Interest cost | 3 | 0.9 |
Expected return on plan assets | (3.8) | (4.5) |
Total benefit expense (income) | $ 0.4 | $ (2.3) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Consulting fees - Affiliated Entity - Bain Capital - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Related party, expense | $ 0.1 | $ 0 | |
Due to related parties | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Expe
SHARE-BASED COMPENSATION - Expense by location (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 11 | $ 15.1 |
Cost of sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1.4 | (0.4) |
Selling, general and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 9.6 | $ 15.5 |
SHARE-BASED COMPENSATION - Ex_2
SHARE-BASED COMPENSATION - Expense by award type (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 11 | $ 15.1 |
Shares granted (in shares) | 0 | |
Restricted shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 5.4 | 11.4 |
Restricted share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 2.1 | 2.7 |
Performance share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0.7 | 0.9 |
Share options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0.2 | 0.2 |
Cash-settled long-term incentive plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0.3 | 0.5 |
Cash-settled restricted share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 2.3 | $ (0.6) |
RESTRUCTURING AND EXIT ACTIVI_3
RESTRUCTURING AND EXIT ACTIVITIES - Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Expected total restructuring expenses | $ 153 | |
Total restructuring expenses charged over life of project | 138 | |
Restructuring Charges | 0.5 | $ 9.8 |
Remaining restructuring costs | 15.2 | |
Restructuring Plan 2021 | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 18.4 | |
Restructuring Plan 2021 | Restructuring Charges | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 18.1 | |
Restructuring Plan 2021 | Cost of sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 0.3 | |
Recovery of lease receivables | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | (0.4) | (1.5) |
Facilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 1.5 | 8.3 |
Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | (0.6) | 1.8 |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 0 | $ 1.2 |
RESTRUCTURING AND EXIT ACTIVI_4
RESTRUCTURING AND EXIT ACTIVITIES - Accrual (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2022 | $ 41.4 |
Accrual and accrual adjustments | 0.5 |
Cash payments during period | (5.1) |
Write-offs | (1.1) |
Balance as of March 31, 2023 | 35.7 |
Provision for Lease Receivables | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2022 | 13.4 |
Accrual and accrual adjustments | (0.4) |
Cash payments during period | 0 |
Write-offs | 0 |
Balance as of March 31, 2023 | 13 |
Facilities | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2022 | 0 |
Accrual and accrual adjustments | 1.5 |
Cash payments during period | (0.4) |
Write-offs | (1.1) |
Balance as of March 31, 2023 | 0 |
Employee Termination Benefits and Other | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2022 | 28 |
Accrual and accrual adjustments | (0.6) |
Cash payments during period | (4.7) |
Write-offs | 0 |
Balance as of March 31, 2023 | $ 22.7 |
RESTRUCTURING AND EXIT ACTIVI_5
RESTRUCTURING AND EXIT ACTIVITIES - Restructuring charges by segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Employee termination benefits | $ 0.5 | $ 9.8 |
Operating segments | Institutional | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee termination benefits | 2.1 | 9.6 |
Operating segments | Food & Beverage | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee termination benefits | 0.9 | 0.4 |
Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee termination benefits | $ (2.5) | $ (0.2) |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance | $ 673 | $ 785.6 |
Other comprehensive income before reclassifications | 5.1 | (0.9) |
Amounts reclassified from AOCI to net income | (4.1) | 14.3 |
Other comprehensive income | 1 | 13.4 |
Balance | 628.8 | 775 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance | (155.1) | (157) |
Balance | (154.1) | (143.6) |
Unrecognized Pension Items | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance | 15.1 | (6.6) |
Other comprehensive income before reclassifications | (0.1) | (0.5) |
Amounts reclassified from AOCI to net income | 0 | 0 |
Other comprehensive income | (0.1) | (0.5) |
Balance | 15 | (7.1) |
Hedging Activities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance | 65.5 | (2.7) |
Other comprehensive income before reclassifications | (0.3) | 3.5 |
Amounts reclassified from AOCI to net income | (4.1) | 14.3 |
Other comprehensive income | (4.4) | 17.8 |
Balance | 61.1 | 15.1 |
Cumulative Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance | (235.7) | (147.7) |
Other comprehensive income before reclassifications | 5.5 | (3.9) |
Amounts reclassified from AOCI to net income | 0 | 0 |
Other comprehensive income | 5.5 | (3.9) |
Balance | $ (230.2) | $ (151.6) |
SEGMENTS - Net sales and Adjust
SEGMENTS - Net sales and Adjusted EBITDA (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | segment | 2 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 696 | $ 660 |
Adjusted EBITDA for reportable segments | 63.3 | 75.1 |
Institutional | ||
Segment Reporting Information [Line Items] | ||
Net sales | 477.1 | 472.2 |
Adjusted EBITDA for reportable segments | 37.6 | 53 |
Food & Beverage | ||
Segment Reporting Information [Line Items] | ||
Net sales | 218.9 | 187.8 |
Adjusted EBITDA for reportable segments | $ 25.7 | $ 22.1 |
SEGMENTS - Reconciliation of Ad
SEGMENTS - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA for reportable segments | $ 63.3 | $ 75.1 |
Interest expense | (28.2) | (30.3) |
Interest income | 1.7 | 0.7 |
Amortization expense of intangible assets | (21.9) | (24.2) |
Transition and integration costs | (8) | (4.5) |
Restructuring and exit costs | (0.5) | (9.8) |
Foreign currency gain related to hyperinflationary subsidiaries | 3.1 | 0.3 |
Adjustment for tax indemnification asset | 0 | 0.1 |
Non-cash pension and other post-employment benefit plan | 0.8 | 3.6 |
Unrealized foreign currency exchange (gain) loss | 0.6 | 1.1 |
Tax receivable agreement adjustments | (2.4) | (0.9) |
Share-based compensation | (11) | (15.1) |
Tax receivable agreement adjustments | 4.9 | 6.4 |
Gain on sale of property and equipment | 3.7 | 0 |
Loss before income tax provision | (44.3) | (37.2) |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA for reportable segments | 63.3 | 75.1 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Corporate costs | (10.7) | (14.8) |
Restructuring and exit costs | 2.5 | 0.2 |
Segment reconciling items | ||
Segment Reporting Information [Line Items] | ||
Interest expense | (28.2) | (30.3) |
Interest income | 1.7 | 0.7 |
Amortization expense of intangible assets | (21.9) | (24.2) |
Depreciation expense included in cost of sales | (19.9) | (20.6) |
Depreciation expense included in selling, general and administrative expenses | (1.6) | (2.6) |
Transition and integration costs | (8) | (4.5) |
Restructuring and exit costs | (0.5) | (9.8) |
Consolidation costs | (18.1) | 0 |
Foreign currency gain related to hyperinflationary subsidiaries | 3.1 | 0.3 |
Adjustment for tax indemnification asset | 0 | 0.1 |
Acquisition accounting adjustments | 0 | (1.3) |
Non-cash pension and other post-employment benefit plan | 0.8 | 3.6 |
Unrealized foreign currency exchange (gain) loss | 0.6 | 1.1 |
Tax receivable agreement adjustments | (2.4) | (0.9) |
Share-based compensation | (11) | (15.1) |
Tax receivable agreement adjustments | 4.9 | 6.4 |
Gain on sale of property and equipment | 3.7 | 0 |
Other items | $ (0.1) | $ (0.4) |
SEGMENTS - Net sales by geograp
SEGMENTS - Net sales by geographic region (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 696 | $ 660 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 320.2 | 292.6 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 155.5 | 171.2 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 124.1 | 125.7 |
Asia Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 86.2 | 85.9 |
Middle East & Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 76.4 | 61.5 |
Latin America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 57.7 | $ 48.8 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common shareholders, Basic | $ (53.6) | $ (39.1) |
Net loss attributable to common shareholders, Diluted | $ (53.6) | $ (39.1) |
Weighted average shares outstanding, Basic (in shares) | 323.2 | 319.6 |
Dilutive securities (in shares) | 0 | 0 |
Denominator for earnings per share - weighted average shares, Diluted (in shares) | 323.2 | 319.6 |
Loss per share, Basic (usd per share) | $ (0.17) | $ (0.12) |
Loss per share, Diluted (usd per share) | $ (0.17) | $ (0.12) |